COMPUTER ASSOCIATES INTERNATIONAL INC, 8-K, 1999-06-14

COMPUTER ASSOCIATES INTERNATIONAL INC
8-K, 1999-06-14
PREPACKAGED SOFTWARE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

May 28, 1999
------------------------------------------------
Date of Report: (Date of earliest event reported)

Computer Associates International, Inc.
---------------------------------------
(Exact Name of Registrant as Specified in Charter)

Delaware 1-9247 13-2857434
--------------------------- ------------- ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.

One Computer Associates Plaza, Islandia, New York 11749
--------------------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (516) 342-5224
--------------

<PAGE>

Item 2. Acquisition of Assets.

On April 2, 1999, Computer Associates International, Inc. ("Computer
Associates"), through its wholly-owned subsidiary, HardMetal, Inc.
("HardMetal"), commenced a tender offer (the "Tender Offer") for all of the
issued and outstanding shares of PLATINUM technology International, inc.
("PLATINUM") common stock for $29.25 per share in cash. The purchase price was
determined through a series of arms-length negotiations between officers and
representatives of Computer Associates and PLATINUM's representatives and Board
of Directors. The Tender Offer was made pursuant to an Agreement and Plan of
Merger dated as of March 29, 1999 (the "Agreement") among Computer Associates,
HardMetal and PLATINUM. On Friday, May 28, 1999, Computer Associates accepted
for payment approximately 108.6 million shares of PLATINUM outstanding common
stock validly tendered in the Tender Offer, representing approximately 98
percent of the then outstanding shares.

As soon as reasonably practicable after satisfaction of the conditions set forth
in and subject to the terms of the Agreement, HardMetal will merge into PLATINUM
and PLATINUM will become a wholly-owned subsidiary of Computer Associates
(the "Merger"). In the Merger, shares of PLATINUM's common stock that were not
tendered in the Tender Offer will automatically convert into the right to
receive $29.25 in cash from Computer Associates, subject to appraisal rights of
holders of PLATINUM's common stock.

PLATINUM provides software products and consulting services that help
companies manage and improve their IT infrastructures--including systems
and database management, e-commerce, application infrastructure management, data
warehousing, knowledge management, decision support, and year 2000
reengineering. PLATINUM has more than 120 offices across six continents. It is
headquartered in Oakbrook Terrace, Illinois and had 1998 revenues of $991
million.

PLATINUM's assets consist of cash, receivables, property and equipment,
purchased software products and other tangible and intangible assets. PLATINUM's
liabilities consist primarily of debt, trade payables and other accruals. The
purchase price and associated charges will be allocated among the identifiable
tangible and intangible assets of PLATINUM based on their fair market value at
the acquisition date under the purchase method of accounting for business
combinations. The cost of purchased research and development for that portion of
the acquired technology that has not reached technological feasibility and has
no alternative future use will be written off against Computer Associates'
earnings in its first fiscal quarter ending June 30, 1999. The charge against
earnings is anticipated to be approximately $644 million.

The total funds needed to finance the Tender Offer and the Merger is
approximately $3.5 billion. Computer Associates has obtained and will obtain
such funds from its general corporate funds and drawings under Computer
Associates' new $4.5 billion Credit Facilities dated as of May 26, 1999 between
Computer Associates, the banks party thereto and Credit Suisse First Boston as
agent. The Credit Facilities comprise a $2 billion four year term Credit
Facility, a $1 billion two year revolving credit agreement and a $1.5 billion
364 day revolving credit agreement. The new Credit Facilities have a fluctuating
borrowing cost which is currently approximately 6.5%, and replace Computer
Associates' previous $2.6 billion Credit Facility.

<PAGE>

On May 28, 1999, Computer Associates issued a press release attached hereto as
Exhibit 99 relating to the transaction.

The information contained in the Agreement and the press release are
incorporated herein by reference.

Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

It is impractical for Computer Associates to provide the required
financial statements for the business acquired at the time of filing
of this report, but Computer Associates will file such required
financial statements by amendment as soon as practicable, but not
later than 60 days after this report must be filed.

(b) Pro Forma Financial Information.

It is impractical for Computer Associates to provide the required pro
forma financial information for the business acquired at the time of
filing of this report, but Computer Associates will file such
required pro forma financial information by amendment as soon as
practicable, but not later than 60 days after this report must be
filed.

The following exhibits are filed with this Form 8-K or incorporated
by reference as set forth below:

2.0 Agreement and Plan of Merger, dated as of March 29, 1999, by and
among Computer Associates International, Inc., HardMetal, Inc.,
and PLATINUM technology International, inc., incorporated
by reference to Exhibit 99(c)(1) to Computer Associates' Tender
Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on April 2, 1999.

10.1 Credit Agreement dated as of May 26, 1999 among Computer
Associates International, Inc., the Banks which are parties
thereto and Credit Suisse First Boston, as agent, with respect
to $3 billion Term and Revolving Loans.

10.2 Credit Agreement dated as of May 26, 1999 among Computer
Associates International, Inc., the Banks which are parties
thereto and Credit Suisse First Boston, as agent, with respect
to $1.5 billion 364 day Revolving Loan.

99 Press Release dated May 28, 1999.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
Computer Associates has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Computer Associates International, Inc.

Dated: June 11, 1999 By: /s/ Ira Zar
---------------
Ira Zar
Senior Vice President and Chief
Financial Officer

<PAGE>

EXHIBIT INDEX
-------------

Exhibit No. Exhibit
- - - - - - - - - - - - - - ----------- ---------
10.1 Credit Agreement dated as of May 26, 1999 among Computer Associates
International, Inc., the Banks which are parties thereto and Credit
Suisse First Boston, as agent, with respect to $3 billion Term and
Revolving Loans.

10.2 Credit Agreement dated as of May 26, 1999 among Computer Associates
International, Inc., the Banks which are parties thereto and Credit
Suisse First Boston, as agent, with respect to $1.5 billion 364 day
Revolving Loan.

99 Press Release dated May 28, 1999.

[LOGO]

COMPUTER ASSOCIATES INTERNATIONAL, INC.

_____________________

$3,000,000,000
CREDIT AGREEMENT

dated as of May 26, 1999
_____________________

BANC OF AMERICA SECURITIES LLC
and
CHASE SECURITIES, INC.,
as Co-Syndication Agents

CREDIT SUISSE FIRST BOSTON,
as the Administrative Agent

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . 1

Section 1.1 Defined Terms . . . . . . . . . . . . . . . . . 1
Section 1.2 Computation of Time Periods . . . . . . . . . . 15
Section 1.3 Accounting Terms . . . . . . . . . . . . . . . 15
Section 1.4 No Presumption Against Any Party . . . . . . . 16
Section 1.5 Use of Certain Terms . . . . . . . . . . . . . 16
Section 1.6 Headings and References . . . . . . . . . . . . 16
Section 1.7 Independence of Provisions . . . . . . . . . . 16

ARTICLE 2. AMOUNT AND TERMS OF TERM LOANS . . . . . . . . . . . . . . 16

Section 2.1 Term Loan Commitments. . . . . . . . . . . . . 16
Section 2.2 Procedure for Borrowing Term Loans . . . . . . 16
Section 2.3 Amortization of Term Loans . . . . . . . . . . 17
Section 2.4 Use of Proceeds . . . . . . . . . . . . . . . . 17

ARTICLE 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS . . . . . . . . . 18

Section 3.1 Revolving Commitments . . . . . . . . . . . . . 18
Section 3.2 Procedure for Borrowing of Revolving Loans . . 18
Section 3.3 Termination of Revolving Commitments . . . . . 19
Section 3.4 Use of Proceeds . . . . . . . . . . . . . . . . 19

ARTICLE 4. AMOUNT AND TERMS OF SWINGLINE SUB-FACILITY . . . . . . . . 19

Section 4.1 Swingline Commitment . . . . . . . . . . . . . 19
Section 4.2 Procedure for Swingline Borrowing;
Refunding of Swingline Loans . . . . . . . . 19

ARTICLE 5. AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY . . . . . 21

Section 5.1 L/C Commitment . . . . . . . . . . . . . . . . 21
Section 5.2 Procedure for Issuance of Letter of Credit . . 21
Section 5.3 Fees and Other Charges . . . . . . . . . . . . 22
Section 5.4 L/C Participations . . . . . . . . . . . . . . 22
Section 5.5 Reimbursement Obligation of the Borrower . . . 23
Section 5.6 Obligations Absolute . . . . . . . . . . . . . 24
Section 5.7 Letter of Credit Payments . . . . . . . . . . . 25
Section 5.8 Applications . . . . . . . . . . . . . . . . . 25

ARTICLE 6. CAF ADVANCES . . . . . . . . . . . . . . . . . . . . . . . 25

Section 6.1 CAF Advances . . . . . . . . . . . . . . . . . 25
Section 6.2 Procedure for CAF Advance Borrowing . . . . . . 25
Section 6.3 CAF Advance Payments . . . . . . . . . . . . . 28
Section 6.4 Evidence of Debt . . . . . . . . . . . . . . . 29
Section 6.5 Certain Restrictions. . . . . . . . . . . . . . 29

ARTICLE 7. MONEY MARKET ADVANCES . . . . . . . . . . . . . . . . . . . 29

Section 7.1 Procedure for Borrowing of Money Market
Advances . . . . . . . . . . . . . . . . . . 29
Section 7.2 Evidence of Money Market Advances . . . . . . . 30
Section 7.3 Acceleration of Money Market Advances . . . . . 30
Section 7.4 Prepayment of Money Market Advances . . . . . . 31
Section 7.5 Money Market Advances are Not Loans . . . . . . 31

ARTICLE 8. GENERAL PROVISIONS APPLICABLE TO EXTENSIONS OF CREDIT . . . 31

Section 8.1 Repayment of Loans; Evidence of Debt . . . . . 31
Section 8.2 Facility Fee, etc. . . . . . . . . . . . . . . 33
Section 8.3 Termination or Reduction of Revolving
Commitments . . . . . . . . . . . . . . . . . 33
Section 8.4 Optional Prepayments . . . . . . . . . . . . . 33
Section 8.5 Mandatory Prepayments and Commitment
Reductions . . . . . . . . . . . . . . . . . 34
Section 8.6 Conversion and Continuation Options . . . . . . 34
Section 8.7 Limitations on Eurodollar Tranches . . . . . . 35
Section 8.8 Interest Rates and Payment Dates . . . . . . . 35
Section 8.9 Computation of Interest and Fees . . . . . . . 36
Section 8.10 Inability to Determine Interest Rate . . . . . 37
Section 8.11 Pro Rata Treatment and Payments . . . . . . . . 37
Section 8.12 Increased Costs and Capital Requirements . . . 39
Section 8.13 Taxes . . . . . . . . . . . . . . . . . . . . . 41
Section 8.14 Indemnity . . . . . . . . . . . . . . . . . . . 44
Section 8.15 Additional Action in Certain Events . . . . . . 45

ARTICLE 9. CONDITIONS OF COMMITMENTS . . . . . . . . . . . . . . . . . 46

Section 9.1 Conditions Precedent to Closing Date . . . . . 46
Section 9.2 Conditions Precedent to Initial Tender
Funding Date . . . . . . . . . . . . . . . . 48
Section 9.3 Conditions Precedent to Each Extension of
Credit . . . . . . . . . . . . . . . . . . . 50

ARTICLE 10. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . 51

Section 10.1 Organization of Credit Parties . . . . . . . . 51
Section 10.2 Authorization of Credit Documents . . . . . . . 51
Section 10.3 Government Approvals . . . . . . . . . . . . . 51
Section 10.4 No Conflicts . . . . . . . . . . . . . . . . . 52
Section 10.5 Enforceability . . . . . . . . . . . . . . . . 52
Section 10.6 Title to Property . . . . . . . . . . . . . . . 52
Section 10.7 Compliance with Law . . . . . . . . . . . . . . 52
Section 10.8 No Litigation . . . . . . . . . . . . . . . . . 52
Section 10.9 Subsidiaries . . . . . . . . . . . . . . . . . 52
Section 10.10 Financial Information . . . . . . . . . . . . . 53
Section 10.11 Margin Regulations . . . . . . . . . . . . . . 53
Section 10.12 ERISA . . . . . . . . . . . . . . . . . . . . . 53
Section 10.13 Investment Company Act . . . . . . . . . . . . 53
Section 10.14 Taxes . . . . . . . . . . . . . . . . . . . . . 53

Section 10.15 Year 2000 . . . . . . . . . . . . . . . . . . . 54

ARTICLE 11. COVENANTS OF CREDIT PARTIES . . . . . . . . . . . . . . . 54

Section 11.1 Affirmative Covenants . . . . . . . . . . . . . 54
Section 11.2 Negative Covenants . . . . . . . . . . . . . . 57

ARTICLE 12. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . 61

ARTICLE 13. RELATIONSHIP OF ADMINISTRATIVE AGENT AND BANKS . . . . . . 64

Section 13.1 Authorization and Action . . . . . . . . . . . 64
Section 13.2 Administrative Agent's Reliance, Etc. . . . . . 64
Section 13.3 Administrative Agent and Affiliates . . . . . . 65
Section 13.4 Bank Credit Decision . . . . . . . . . . . . . 65
Section 13.5 Indemnification . . . . . . . . . . . . . . . . 65
Section 13.6 Successor Administrative Agent . . . . . . . . 66

ARTICLE 14. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 67

Section 14.1 Notices . . . . . . . . . . . . . . . . . . . . 67
Section 14.2 Successors and Assigns . . . . . . . . . . . . 67
Section 14.3 Amendments and Related Matters . . . . . . . . 67
Section 14.4 Costs and Expenses; Indemnification . . . . . . 68
Section 14.5 Oral Communications . . . . . . . . . . . . . . 69
Section 14.6 Entire Agreement . . . . . . . . . . . . . . . 70
Section 14.7 Governing Law . . . . . . . . . . . . . . . . . 70
Section 14.8 Severability . . . . . . . . . . . . . . . . . 70
Section 14.9 Counterparts . . . . . . . . . . . . . . . . . 70
Section 14.10 Confidentiality . . . . . . . . . . . . . . . . 70
Section 14.11 Assignments and Participations . . . . . . . . 71
Section 14.12 Waiver of Trial by Jury . . . . . . . . . . . . 74
Section 14.13 Choice of Forum and Service of Process . . . . 75
Section 14.14 Remedies . . . . . . . . . . . . . . . . . . . 75
Section 14.15 Right of Set-Off . . . . . . . . . . . . . . . 75
Section 14.16 Effectiveness . . . . . . . . . . . . . . . . . 76

iii

<PAGE>

SCHEDULES

Schedule 1 Commitment Schedule and Addresses
Schedule 2 Material Subsidiaries

EXHIBITS

Exhibit A Form of Assignment and Acceptance Agreement
Exhibit B Form of Compliance Certificate
Exhibit C-1 Form of Notice of Borrowing (Drawings)
Exhibit C-2 Form of Notice of Borrowing (Continuations)
Exhibit C-3 Form of Notice of Borrowing (Conversions)
Exhibit D-1 Form of Opinion of Howard, Smith & Levin
Exhibit D-2 Form of Opinion of General Counsel to the Borrower
Exhibit E-1 Form of Term Loan Note
Exhibit E-2 Form of Revolving Credit Note
Exhibit E-3 Form of Swingline Note
Exhibit F-1 Form of CAF Advance Request
Exhibit F-2 Form of CAF Advance Offer
Exhibit F-3 Form of CAF Advance Confirmation

<PAGE>

CREDIT AGREEMENT, dated as of May 26, 1999, is made by and
among:

(a) COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation
(the "Borrower");

(b) the Banks (as hereinafter defined);

(d) BANC OF AMERICA SECURITIES LLC and CHASE SECURITIES INC., as co-
syndication agents (in such capacity, the "Co-Syndication Agents");
and

(e) CREDIT SUISSE FIRST BOSTON, as administrative agent (in such
capacity, the "Administrative Agent") for the Banks.

The parties hereto agree as follows:

ARTICLE 1. DEFINITIONS AND INTERPRETATION

Section 1.1 Defined Terms. As used herein, the following
terms shall have the following meanings:

"Acquisition" means the acquisition of the issued and
outstanding capital stock of PLATINUM pursuant to the Acquisition
Documents, and in accordance with the terms contained in the
Acquisition Documents.

"AcquisitionCo" means HardMetal, Inc., a Delaware corporation
and a wholly-owned Subsidiary of the Borrower.

"Acquisition Documents" means the Tender Offer Documents, the
Additional Tender Offer Documents and the Merger Agreement.

"Additional Tender Offer Documents" means all amendments and
exhibits to, and documents related to, the Tender Offer Documents
filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or distributed to the
stockholders of PLATINUM by Borrower and its Subsidiaries or
PLATINUM and its Subsidiaries in connection with the Tender Offer
and the Merger.

"Administrative Agent" has the meaning assigned to that term
in the preamble hereto.

"Affiliate" means, as to any Person, any other Person directly
or indirectly controlling or controlled by or under common control
with such Person.

"Agency Office" means the office of the Administrative Agent
designated on the Commitment Schedule (which office initially shall
be located in the City of New York), or such other office of the

<PAGE>

Administrative Agent as the Administrative Agent may from time to
time designate by notice to the Borrower and the Banks.

"Agreement" means this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

"Applicable Facility Fee Rate" means, at any date, the rate
per annum set forth below opposite the Public Debt Rating notified
to the Administrative Agent by the Borrower pursuant to Section
11.1(h)(vii) most recently prior to such date:

Public Debt Ratings Rate
------------------- ------
A-/A3 or better 0.150%
BBB+/Baa1 0.175%
BBB/Baa2 0.200%
BBB-/Baa3 0.225%
Less than BBB-/Baa3 0.300%

; provided, however, that the Applicable Facility Fee Rate for the
first six months following the Closing Date shall be 0.200%.

"Applicable Lending Office" means, with respect to each Bank,
the office of such Bank from time to time designated by such Bank
to the Borrower and the Administrative Agent as the office (or
offices) from which such Bank is funding its Loans hereunder.

"Application" means an application, in such form as the
Issuing Bank may specify from time to time, requesting the Issuing
Bank to open a Letter of Credit.

"Assignee" has the meaning ascribed thereto in Section 14.11.

"Assignment and Acceptance Agreement" means an assignment and
acceptance agreement, in compliance with Section 14.11 and
substantially in the form of Exhibit A hereto.

"Available Revolving Commitment" means, as to any Revolving
Bank at any time, an amount equal to the excess, if any, of (a)
such Revolving Bank's Revolving Commitment then in effect over (b)
such Revolving Bank's Revolving Extensions of Credit then
outstanding.

"Available Term Commitment" means, at any date with respect to
any Term Bank, the amount equal to the Term Loan Commitment of such
Term Bank then in effect minus the aggregate amount of Term Loans
made by such Term Bank which are then outstanding; provided that,
for each day after the Merger Date, the Available Term Commitment
of each Term Bank shall be deemed to be zero.

-2-

<PAGE>

"Bank" means a Term Bank, a Revolving Bank, the Issuing Bank
or the Swing Line Bank, as the context shall require; collectively,
the "Banks."

"Bank Holding Company" means any Person that directly or
indirectly controls any Bank.

"Banking Day" means a day other than a Saturday, Sunday or
other day on which commercial banks in New York City (or, in the
case of matters relating to Eurodollar Rate Loans or LIBO Rate CAF
Advances, on which commercial banks in New York City or London,
England) are authorized or required by law to close.

"Base Rate" means a fluctuating rate per annum which is at all
times equal to the higher of (a) the rate per annum publicly
announced by Credit Suisse First Boston from time to time as its
base lending rate for commercial loans in Dollars in the United
States or (b) the Federal Funds Rate plus a margin of 0.50
percentage points, the Base Rate to change as and when such rates
change. The base lending rate is not necessarily the lowest rate
of interest charged by Credit Suisse First Boston in connection
with extensions of credit.

"Base Rate Loan" means any Loan during any period that such
Loan is bearing interest at a rate based upon the Base Rate.

"Borrower" has the meaning assigned to that term in the
preamble hereto.

"Borrowing Date" means any Banking Day during the Commitment
Period which is specified by the Borrower as a date on which the
Borrower requests the relevant Banks to make Loans (including,
without limitation, CAF Advances) or issue a Letter of Credit
hereunder.

"CAF Advance" means each CAF Advance made pursuant to
Section 6.1.

"CAF Advance Availability Period" means the period from and
including the Closing Date to and including the date which is 14
days prior to the Termination Date.

"CAF Advance Confirmation" means each confirmation by the
Borrower of its acceptance of CAF Advance Offers, which
confirmation shall be substantially in the form of Exhibit F-3 and
shall be delivered to the Administrative Agent by facsimile
transmission.

"CAF Advance Interest Payment Date" means as to each CAF
Advance, each interest payment date specified by the Borrower for
such CAF Advance in the related CAF Advance Request.

-3-

<PAGE>

"CAF Advance Maturity Date" means as to any CAF Advance, the
date specified by the Borrower pursuant to Section 6.2 in its
acceptance of the related CAF Advance Offer.

"CAF Advance Offer" means each offer by a Revolving Bank to
make CAF Advances pursuant to a CAF Advance Request, which offer
shall contain the information specified in Exhibit F-2 and shall be
delivered to the Administrative Agent by telephone, immediately
confirmed by facsimile transmission.

"CAF Advance Request" means each request by the Borrower for
Revolving Banks to submit bids to make CAF Advances, which request
shall contain the information in respect of such requested CAF
Advances specified in Exhibit F-1 and shall be delivered to the
Administrative Agent in writing, by facsimile transmission, or by
telephone, immediately confirmed by facsimile transmission.

"Closing Date": the date upon which the conditions precedent
set forth in Section 9.1 shall have been satisfied, which date
shall be not later than June 30, 1999.

"Co-Agent" has the meaning assigned to that term in the
preamble hereto.

"Commitment" means, as to any Bank, the obligation of such
Bank to make Loans to and/or issue or participate in Letters of
Credit issued on behalf of the Borrower hereunder in an aggregate
principal and/or face amount at any one time outstanding not to
exceed the amount set forth opposite such Bank's name as its
Commitment on the Commitment Schedule, as the same may be reduced
from time to time in accordance with the terms hereof and otherwise
subject to adjustment for the effect of any one or more Assignment
and Acceptance Agreements to which such Bank may be a party.

"Commitment Period" means the period from and including the
Closing Date to the Termination Date (or such earlier date upon
which the Commitments shall terminate).

"Commitment Schedule" means the schedule attached as
Schedule 1 hereto.

"Compliance Certificate" means a certificate of, and duly
executed by, a Responsible Officer of the Borrower in the form of
Exhibit B hereto.

"Confidential Information Memorandum" means the Confidential
Information Memorandum, dated April 1999, distributed with respect
to the Borrower in connection with the syndication of the
Commitments.

"Consolidated EBITDA" means, for any period, the amount equal
to the Consolidated Net Income of the Borrower and its consolidated
Subsidiaries for such period plus, to the extent deducted in

-4-

<PAGE>

calculating such Consolidated Net Income for such period, all
taxes, Consolidated Interest Expense, depreciation, amortization
and other non-cash expenses and charges (including the write-offs
of purchased research and development charges) of the Borrower and
its consolidated Subsidiaries (determined on a consolidated basis
in conformity with GAAP) for such period.

"Consolidated Interest Expense" means, with respect to the
Borrower and its consolidated Subsidiaries for any period, the
amount which would be deducted for such period on account of
interest expense on the aggregate principal amount of their Debt in
the determination of Consolidated Net Income for such period.

"Consolidated Net Income" means, for any period, the net
income of the Borrower and its consolidated Subsidiaries,
determined on a consolidated basis in conformity with GAAP.

"Co-Syndication Agents" has the meaning assigned to that term
in the preamble hereto.

"Credit Documents" means this Agreement, any Notes and any
Applications.

"Debt" means, without duplication, (i) indebtedness for
borrowed money, (ii) obligations to pay the deferred purchase price
of property or services (other than trade payables arising in the
ordinary course of business which are not overdue), (iii)
obligations as lessee under leases which shall have been or should
be, in accordance with GAAP, recorded as capital leases, (iv)
obligations evidenced by bonds, debentures, notes, or equivalent
instruments, (v) reimbursement obligations in respect of drawings
made under letters of credit, (vi) obligations under direct or
indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure
a creditor against loss in respect of, indebtedness or obligations
of others of the kinds referred to in clauses (i) through (v) above
and (vii) withdrawal liability incurred under ERISA to any
Multiemployer Plan; provided, however, that, the term "Debt" shall
not include, to the extent otherwise includable therein, deferred
taxes and deferred maintenance revenue.

"Directive" means any Law, and any directive, guideline or
requirement of any governmental authority (whether or not having
the force of law), but, if not having the force of law, the
compliance with which is in accordance with the general practice of
the Person to whom the Directive is addressed or applies.

"Dollar" and "$" mean the lawful currency of the United States
of America.

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

-5-

<PAGE>

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is
a member and which is under common control with the Borrower within
the meaning of the regulations under Section 414 of the IRC.

"Escrow Account" has the meaning ascribed thereto in
Section 9.2(g).

"Eurocurrency Liabilities" has the meaning specified in
Regulation D promulgated by the Board of Governors of the Federal
Reserve System, as in effect from time to time or any successor
Directive.

"Eurodollar Base Rate" means, for each Interest Period for
each Eurodollar Rate Loan, the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m. (London, England
time) on the date which is two Banking Days prior to the beginning
of the relevant Interest Period (as specified in the applicable
Notice of Borrowing) by reference to the "British Bankers'
Association Interest Settlement Rates" for a representative amount
of deposits in Dollars (as set forth by any service selected by the
Administrative Agent which has been nominated by the British
Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such
Interest Period; provided that, to the extent that an interest rate
is not ascertainable pursuant to the foregoing provisions of this
definition, the "Eurodollar Base Rate" shall be the interest rate
per annum determined by the Administrative Agent to be the average
of the rates per annum at which a representative amount of deposits
in Dollars are offered for such relevant Interest Period to major
banks in the London interbank market in London, England by Credit
Suisse First Boston at approximately 11:00 a.m. (London time) on
the date which is two Banking Days prior to the beginning of such
Interest Period.

"Eurodollar Rate" means, with respect to each day during each
Interest Period pertaining to a Eurodollar Rate Loan, a rate per
annum determined for such day in accordance with the following
formula:

Eurodollar Base Rate
-----------------------------------------
1.00 - Eurodollar Rate Reserve Percentage

"Eurodollar Rate Loan" means any Loan that bears interest at
a rate based upon the Eurodollar Rate.

"Eurodollar Rate Margin" means, at any date, the rate per
annum set forth below opposite the Public Debt Rating notified to

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the Administrative Agent by the Borrower pursuant to Section
11.1(h)(vii) most recently prior to such date:

Public Debt Ratings Rate
------------------- ------
A-/A3 or better 0.850%
BBB+/Baa1 0.950%
BBB/Baa2 1.050%
BBB-/Baa3 1.275%
Less than BBB-/Baa3 1.450%

; provided, however, that the Eurodollar Rate Margin for the first
six months following the Closing Date shall be 1.050%.

"Eurodollar Rate Reserve Percentage" for each day for each
Eurodollar Rate Loan means the reserve percentage applicable on
such day under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or any successor for
determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term equal to the
Interest Period then in effect with respect to such Eurodollar Rate
Loan.

"Eurodollar Tranche" means all Eurodollar Rate Loans which
have current Interest Periods beginning on the same date and ending
on the same later date (whether or not such Loans shall originally
have been made on the same day).

"Event of Default" has the meaning specified in Article 12.

"Excluded Taxes" has the meaning ascribed thereto in Section
8.13(a).

"Federal Funds Rate" means, for any day, the weighted average
of the rates on overnight federal funds transactions with members
of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Banking Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day
which is a Banking Day, the average of the quotations for the day
of such transactions received by the Administrative Agent from
three federal funds brokers of recognized standing selected by it.

"Fixed Rate CAF Advance" means any CAF Advance made pursuant
to a Fixed Rate CAF Advance Request.

"Fixed Rate CAF Advance Request" means any CAF Advance Request
requesting the Revolving Banks to offer to make CAF Advances at a
fixed rate (as opposed to a rate composed of the LIBO Rate plus (or
minus) a margin).

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<PAGE>

"Funding Office" means the office specified from time to time
by the Administrative Agent as its funding office by notice to the
Borrower and the Banks.

"GAAP" means generally accepted accounting principles in the
United States as in effect from time to time (except that for
purposes of Section 11.2(f) and (g), GAAP shall be determined on
the basis of such principles used in the preparation of the audited
financial statements delivered for the fiscal year ended on March
31, 1999). In the event that any "Accounting Change" (as defined
below) shall occur and such change results in a change in the
method of calculation of financial covenants, standards or terms in
this Agreement, then the Borrower and the Administrative Agent
agree to enter into negotiations in order to amend such provisions
of this Agreement so as to equitably reflect such Accounting
Changes with the desired result that the criteria for evaluating
the Borrower's financial condition shall be the same after such
Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and
delivered by the Borrower, the Administrative Agent and the
Required Banks, all financial covenants, standards and terms in
this Agreement shall continue to be calculated or construed as if
such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by
the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the SEC.

"Granting Bank" has the meaning ascribed thereto in Section
14.11(f).

"Initial Tender Funding Date" means the date upon which the
conditions precedent set forth in Section 9.2 shall have been
satisfied, which date shall be not later than the date which is 270
days after the Closing Date.

"Interest Period": with respect to any Eurodollar Rate Loan,
means:

(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such
Eurodollar Rate Loan and ending one, two, three, six, nine or
twelve months thereafter, as selected by the Borrower in its
Notice of Borrowing or notice of conversion, as the case may
be, given with respect thereto; and

(b) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such
Eurodollar Rate Loan and ending one, two, three, six, nine or
twelve months thereafter, as selected by the Borrower in its
Notice of Borrowing delivered to the Administrative Agent with
respect thereto;

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<PAGE>

provided that, the foregoing provisions relating to Interest
Periods are subject to the following:

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

(x) any Interest Period that would otherwise extend
beyond the Termination Date shall end on the Termination Date;

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

(z) the Borrower shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Rate Loan
during an Interest Period for such Loan.

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

"Issuing Bank" means Credit Suisse First Boston or such other
Revolving Bank as may be mutually agreed upon by the Borrower and
the Administrative Agent, in its capacity as issuer of any Letter
of Credit.

"Laws" means all federal, state, local or foreign laws, rules,
regulations and treaties, all judgments, awards, orders, writs,
injunctions or decrees issued by any federal, state, local or
foreign authority, court, tribunal, agency or other governmental
authority, or by any arbitrator, all permits, licenses, approvals,
franchises, notices, authorizations and similar filings, by or with
any federal, state, local or foreign governmental authority and all
consent decrees or regulatory agreements with any federal, state,
local or foreign governmental authority.

"L/C Fee Payment Date" means the last Banking Day of each
March, June, September and December.

"L/C Obligations" means at any time, an amount equal to the
sum of (a) the aggregate then undrawn and unexpired amount of then
outstanding Letters of Credit and (b) the aggregate amount of
drawings under Letters of Credit which have not then been
reimbursed pursuant to Section 5.5.

"L/C Participants" means the collective reference to all the
Revolving Banks other than the Issuing Bank.

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<PAGE>

"Letters of Credit" has the meaning ascribed thereto in
Section 5.1(a).

"LIBO Rate" means, in respect of any LIBO Rate CAF Advance,
the London interbank offered rate for deposits in Dollars for the
period commencing on the date of such CAF Advance and ending on the
CAF Advance Maturity Date with respect thereto which appears on
Telerate Page 3750 as of 11:00 A.M., London time, two Banking Days
prior to the beginning of such period.

"LIBO Rate CAF Advance" means any CAF Advance made pursuant to
a LIBO Rate CAF Advance Request.

"LIBO Rate CAF Advance Request" means any CAF Advance Request
requesting the Revolving Banks to offer to make CAF Advances at an
interest rate equal to the LIBO Rate plus (or minus) a margin.

"Liens" means any mortgage, pledge, hypothecation, assignment
for purposes of security, "blocked" account arrangement,
encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or
preferential arrangement (including, without limitation, any
conditional sale or other title retention agreement and any capital
lease having substantially the same economic effect as any of the
foregoing).

"Loan" means a Term Loan, a Revolving Loan, a Swing Line Loan,
a CAF Advance or a Money Market Loan, as the context shall require.

"Majority Banks" means the Banks holding Term Loans and
Commitments which collectively constitute more than 50% of the
total Term Loans and Commitments; provided that, as of any time
either (i) when an Event of Default pursuant to clause (a) of
Article 12 has occurred and is continuing or (ii) after the last
day of the Commitment Period, the term "Majority Banks" shall mean
the Banks holding more than 50% of the Term Loans and the Total
Revolving Extensions of Credit. Notwithstanding the foregoing, (x)
for purposes of declaring the Loans and other extensions of credit
to be due and payable pursuant to Article 12, the outstanding CAF
Advances of the Revolving Banks shall be included in their
respective Revolving Extensions of Credit in determining the
"Majority Banks" and (y) for purposes of determining the "Majority
Banks" at any date, the outstanding Letters of Credit and Swingline
Loans shall be deemed to be held ratably by all Revolving Banks.

"Margin Stock" shall have the meaning assigned to such term
pursuant to Regulations T, U and X of the Board of Governors of
the Federal Reserve System.

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<PAGE>

Subsidiaries taken as a whole or of the Borrower, PLATINUM and
their subsidiaries taken as a whole or (b) the validity or
enforceability of any of the Credit Documents or the Other
Agreement or the rights and remedies of the Administrative Agent
and the Banks thereunder.

"Material Subsidiary" means, at any date, any Subsidiary of
the Borrower which (a) holds any capital stock of the Borrower, (b)
in the aggregate with its Subsidiaries, has consolidated revenues
for the period of four consecutive fiscal quarters most recently
ended which are in excess of 3% of the consolidated revenues of the
Borrower and its Subsidiaries taken as a whole for such period or
(c) in the aggregate with its Subsidiaries, has consolidated assets
at such date which are material to the business of the Borrower and
its Subsidiaries taken as a whole.

"Merger" means the merger of AcquisitionCo and PLATINUM
pursuant to the Merger Agreement such that the surviving entity of
the merger is a wholly owned subsidiary of the Borrower.

"Merger Agreement" means that certain Agreement and Plan of
Merger, dated March 29, 1999, among the Borrower, AcquisitionCo and
PLATINUM.

"Merger Date" means the date upon which the Merger is
consummated.

"Money Market Loan" means a loan by a Bank to the Borrower
pursuant to Article 7.

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

"Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which Borrower or any ERISA
Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years
made or accrued an obligation to make contributions, such plan
being maintained pursuant to one or more collective bargaining
agreements.

"Notes" has the meaning specified in Section 8.1(e).

"Notice of Borrowing" means (a) with respect to a request for
a borrowing hereunder, a request in the form of Exhibit C-1 hereto,
(b) with respect to a request for continuation of a Eurodollar Rate
Loan hereunder, a request in the form of Exhibit C-2 hereto and (c)
with respect to a request for conversion of or to a Eurodollar Rate
Loan hereunder, a request in the form of Exhibit C-3 hereto, in
each case delivered by the Borrower to the Administrative Agent
hereunder.

"Other Agreement" means that certain Credit Agreement, dated
as of the date hereof, among the Borrower, the banks and other

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<PAGE>

financial institutions parties thereto, the Co-Agents named
therein, the Co-Syndication Agents named therein and Credit Suisse
First Boston, as administrative agent, as the same may be amended,
supplemented or otherwise modified from time to time.

"Other Taxes" has the meaning ascribed thereto in Section
8.13(b).

"Person" means an individual, partnership, limited liability
company, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture or other
entity, or a government or any political subdivision or agency
thereof.

"Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which either (i) is maintained for employees
of the Borrower or an ERISA Affiliate and no Person other than the
Borrower and its ERISA Affiliate, (ii) is maintained for employees
of the Borrower or an ERISA Affiliate and at least one Person other
than the Borrower and its ERISA Affiliates, or (iii) was so
maintained in respect of which the Borrower or an ERISA Affiliate
could have liability under Section 4064 or 4069 of ERISA in the
event such plan has been or were to be terminated.

"PLATINUM" means PLATINUM technologies International, inc., a
Delaware corporation.

"Public Debt Rating" means, at any date, the higher of the
ratings then assigned by S&P and Moody's to the senior, unsecured,
long-term Debt for borrowed money of the Borrower which is not
guaranteed by any other Person or otherwise subject to credit
enhancement; provided that if the ratings assigned by S&P and the
Moody's are more than one level apart, the Public Debt Rating shall
mean the rating which is one level above the lower of such S&P
rating or Moody's rating, as applicable, and provided further that
if such lower rating is BBB- or below (in the case of the S&P
rating) or Baa3 or below (in the case of the Moody's rating), the
Public Debt Rating shall mean the lower of the rating assigned by
S&P and Moody's.

"Refunded Swingline Loans" has the meaning ascribed thereto in
Section 4.2(b).

"Refunding Date" has the meaning ascribed thereto in
Section 4.2(c).

"Register" has the meaning ascribed thereto in Section 8.1(c).

"Reimbursement Obligation" means the obligation of the
Borrower to reimburse the Issuing Bank pursuant to Section 5.5 for
amounts drawn under Letters of Credit.

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<PAGE>

"Reportable Event" has the meaning assigned to that term in
Title IV of ERISA.

"Responsible Officer" means the president, chief executive
officer, chief operating officer, chief financial officer,
executive vice president, treasurer, or controller of the Borrower
and such other officer of the Borrower designated by a Responsible
Officer of the Borrower by notice delivered to the Administrative
Agent.

"Revolving Bank" means each bank or other financial
institution from time to time that has a Revolving Commitment or
that holds Revolving Extensions of Credit in accordance with the
terms hereof.

"Revolving Commitment" means, as to any Bank, the obligation
of such Bank, if any, to make Revolving Loans and participate in
Swingline Loans and Letters of Credit in an aggregate principal
and/or face amount not to exceed the amount set forth under the
heading "Revolving Commitment" opposite such Bank's name on
Schedule 1 or in the Assignment and Acceptance pursuant to which
such Bank became a party hereto, as the same may be changed from
time to time pursuant to the terms hereof. The original amount of
the Total Revolving Commitments is $1,000,000,000.

"Revolving Extensions of Credit" means, as to any Revolving
Bank at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Loans held by such Revolving Bank
then outstanding, (b) such Revolving Bank's Revolving Percentage of
the L/C Obligations then outstanding and (c) such Revolving Bank's
Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

"Revolving Loans" has the meaning assigned to that term in
Section 3.1.

"Revolving Percentage" means, as to any Revolving Bank at any
time, the percentage which such Revolving Bank's Revolving
Commitment then constitutes of the Total Revolving Commitments (or,
at any time after the Revolving Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of
such Revolving Bank's Revolving Loans then outstanding constitutes
of the aggregate principal amount of the Revolving Loans then
outstanding).

"S&P" means Standard and Poor's Ratings Service.

"Shares" means the issued and outstanding common stock of
PLATINUM.

"SPC" has the meaning ascribed thereto in Section 14.11(f).

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<PAGE>

"Subsidiary" means, as to any Person, any now existing or
hereafter organized corporation, partnership or other entity (a) in
which such Person, directly or indirectly, owns beneficially or of
record equity securities (or securities currently convertible into
equity securities) which give such Person directly or indirectly,
upon conversion, exercise or otherwise, the power to elect a
majority of the board of directors or other managers of such
corporation, partnership or other entity, or (b) the management of
which is otherwise controlled, directly or indirectly through one
or more intermediaries, by such Person.

"Swingline Bank" means Credit Suisse First Boston, in its
capacity as the lender of Swingline Loans.

"Swingline Commitment" means the obligation of the Swingline
Bank to make Swingline Loans pursuant to Section 4.1.

"Swingline Loans" has the meaning ascribed thereto in
Section 4.1.

"Swingline Participation Amount" has the meaning ascribed
thereto in Section 4.2(c).

"Tax Credit" has the meaning ascribed thereto in Section
8.13(i).

"Taxes" has the meaning ascribed thereto in Section 8.13(a).

"Tender Offer" means the tender offer by AcquisitionCo for all
of the issued and outstanding shares of common stock of PLATINUM
and the purchase of the Tendered Shares in accordance with the
terms and conditions of the Tender Offer Documents.

"Tender Offer Documents" means, collectively, the tender offer
statement on Schedule 14D-1, dated April 2, 1999, filed by
AcquisitionCo with the Securities and Exchange Commission pursuant
to Section 14(d)(1) of the Exchange Act, together with all exhibits
thereto, including the Offer to Purchase, the
solicitation/recommendation statement on Schedule 14D-9, dated
April 5, 1999, filed by PLATINUM pursuant to Section 14(d)(4) of
the Exchange Act, in each case, as in effect on the date hereof and
amended, supplemented or otherwise modified from time to time in
accordance with the provisions of Section 11.2(j).

"Tendered Shares" means the Shares tendered pursuant to the
Tender Offer and not validly withdrawn.

"Term Bank" means each bank or other financial institution
from time to time that has a Term Loan Commitment or is the holder
of a Term Loan in accordance with the terms hereof.

"Term Loan" has the meaning ascribed thereto in Section 2.1.

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"Term Loan Commitment" means, as to any Bank, the obligation
of such Bank, if any, to make a Term Loan to the Borrower hereunder
in a principal amount not to exceed the amount set forth under the
heading "Term Loan Commitment" opposite such Bank's name on
Schedule 1. The original aggregate amount of the Term Loan
Commitments is $2,000,000,000.

"Term Loan Maturity Date" means the date which is four years
after the Closing Date.

"Term Percentage" means, as to any Term Bank at any time, the
percentage which such Term Bank's Term Loan Commitment then
constitutes of the aggregate Term Loan Commitments (or, at any time
after the Initial Tender Funding Date, the percentage which the
aggregate principal amount of such Term Bank's Term Loans then
outstanding constitutes of the aggregate principal amount of the
Term Loans then outstanding).

"Termination Date" means the date which is the fourth
anniversary of the Closing Date.

"Test Ratio" means, for any period, the ratio (determined by
reference to the consolidated financial statements of the Borrower
and its Subsidiaries most recently required to be delivered
pursuant to Section 11.1(h)(i) or (ii), as the case may be) of (a)
the total Debt of Borrower and its Subsidiaries on a consolidated
basis on the last day of such period to (b) Consolidated EBITDA of
the Borrower and its Subsidiaries for such period.

"Total Revolving Commitments" means, at any time, the
aggregate amount of the Revolving Commitments then in effect.

"Total Revolving Extensions of Credit" means, at any time, the
aggregate amount of the Revolving Extensions of Credit of the
Revolving Banks outstanding at such time plus the aggregate
principal amount of CAF Advances then outstanding.

"Type" means, with respect to any Loan, a Base Rate Loan or a
Eurodollar Rate Loan.

"Uniform Customs" means the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500, as the same may be amended from time
to time.

Section 1.2 Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words
"to" and "until" mean "to but excluding".

Section 1.3 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.

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Section 1.4 No Presumption Against Any Party. Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against any Bank or the Borrower, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been
reviewed by each of the parties and their counsel and shall be construed
and interpreted according to the ordinary meaning of the words used so as
to fairly accomplish the purposes and intentions of all parties hereto.

Section 1.5 Use of Certain Terms. Unless the context of this
Agreement requires otherwise, the plural includes the singular, the
singular includes the plural, the part includes the whole, "including" is
not limiting, and "or" has the inclusive meaning of the phrase "and/or."
The words "hereof," "herein," "hereby," "hereunder," and other similar
terms of this Agreement refer to this Agreement as a whole and not
exclusively to any particular provision of this Agreement.

Section 1.6 Headings and References. Section and other
headings are for reference only, and shall not affect the interpretation
or meaning of any provision of this Agreement. Unless otherwise
provided, references to Articles, Sections, Schedules, and Exhibits shall
be deemed references to Articles, Sections, Schedules and Exhibits of
this Agreement. References to this Agreement and any other Credit
Document include this Agreement and other Credit Documents as the same
may be modified, amended, restated or supplemented from time to time
pursuant to the provisions hereof or thereof. A reference to a Person
includes the successors and assigns of such Person, but such successors
and assigns shall have rights under this Agreement only to the extent
permitted hereby.

Section 1.7 Independence of Provisions. All agreements and
covenants hereunder and under the other Credit Documents shall be given
independent effect such that if a particular action or condition is
prohibited by the terms of any such agreement or covenant, the fact that
such action or condition would be permitted within the limitations of
another agreement or covenant shall not be construed as allowing such
action to be taken or condition to exist.

ARTICLE 2. AMOUNT AND TERMS OF TERM LOANS

Section 2.1 Term Loan Commitments. Subject to the terms and
conditions hereof, each Term Bank severally agrees to make term loans
("Term Loans") to the Borrower on (i) the Initial Tender Funding Date and
(ii) the Merger Date, in an aggregate principal amount not to exceed the
amount of the Term Loan Commitment of such Term Bank. The Term Loans may
from time to time be Eurodollar Rate Loans or Base Rate Loans, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 8.6.

Section 2.2 Procedure for Borrowing Term Loans. The
Borrower may borrow under the Term Loan Commitments on the Initial Tender
Funding Date and on the Merger Date (each of which dates shall be a
Banking Day), provided that the Borrower shall give the Administrative

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Agent irrevocable notice of such borrowing (which notice must be received
by the Administrative Agent prior to 12:00 Noon, New York City time), (a)
three Banking Days prior to the requested Borrowing Date, in the case of
Eurodollar Rate Loans, or (b) one Banking Day prior to the requested
Borrowing Date, in the case of Base Rate Loans. Such notice shall be in
the form of a Notice of Borrowing, substantially in the form of Exhibit
C-1 hereto, which has been duly completed and executed by the Borrower
and shall specify (i) the amount and Type of Term Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurodollar
Rate Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. The Term
Loans made on the Initial Tender Funding Date initially shall be Base
Rate Loans or Eurodollar Rate Loans having an Interest Period of one
month and, unless otherwise agreed by the Administrative Agent in its
sole discretion, no Term Loan may be converted into or continued as a
Eurodollar Rate Loan having an Interest Period in excess of one month
prior to the date that is 30 days after the Initial Tender Funding Date.
Upon receipt of such notice the Administrative Agent shall promptly
notify each Term Bank thereof. Not later than 12:00 Noon, New York City
time, on the relevant Borrowing Date, each Term Bank shall make available
to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Term Loan to be made by such
Term Bank. The Administrative Agent shall credit the account of the
Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by
the Term Banks in immediately available funds.

Section 2.3 Amortization of Term Loans. (a) The Term Loans
shall be repaid on each date set forth below by the amount set forth
opposite such date:

Date Amount
----------------- ------------
June 30, 2001 $250,000,000
June 30, 2002 $500,000,000
December 31, 2002 $500,000,000

(b) Any Term Loans then outstanding shall be due and payable
(together with accrued interest thereon) on the fourth anniversary of the
Closing Date.

Section 2.4 Use of Proceeds. The proceeds of the Term Loans
shall be used by the Borrower only to:

(a) in the case of the drawing on the Initial Tender Funding
Date, (i) finance or refinance the consideration to be paid in
connection with the Tender Offer (or, as the case may be, to
finance or refinance amounts to be deposited in the Escrow
Account), (ii) refinance outstanding indebtedness of the Borrower
and its respective Subsidiaries and (iii) pay fees and expenses
relating thereto; and

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(b) in the case of the drawing on the Merger Date, (i)
finance the consideration to be paid to shareholders upon the
consummation of the Merger and (ii) refinance certain outstanding
indebtedness of PLATINUM and its Subsidiaries.

ARTICLE 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

Section 3.1 Revolving Commitments. Subject to the terms and
conditions hereof, each Revolving Bank severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time during
the Commitment Period in an aggregate principal amount that will not
cause (a) the sum of the Revolving Extensions of Credit of any Revolving
Bank and the aggregate principal amount of Money Market Loans made by
such Revolving Bank to exceed the Revolving Commitment then in effect for
such Revolving Bank or (b) the Total Revolving Extensions of Credit to
exceed the Total Revolving Commitments. During the Commitment Period the
Borrower may use the Revolving Commitments by borrowing, prepaying the
Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The Revolving Loans may from time
to time be Eurodollar Rate Loans or Base Rate Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with
Sections 3.2 and 8.6.

Section 3.2 Procedure for Borrowing of Revolving Loans. The
Borrower may borrow under the Revolving Commitments during the Commitment
Period on any Banking Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice of such borrowing (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New
York City time), (a) three Banking Days prior to the requested Borrowing
Date, in the case of Eurodollar Rate Loans, or (b) one Banking Day prior
to the requested Borrowing Date, in the case of Base Rate Loans. Such
notice shall be in the form of a Notice of Borrowing, substantially in
the form of Exhibit C-1 hereto, which has been duly completed and
executed by the Borrower and shall specify (i) the amount and Type of
Revolving Loans to be borrowed, (ii) the requested Borrowing Date, (iii)
in the case of Eurodollar Rate Loans, the respective amounts of each such
Type of Loan and the respective lengths of the initial Interest Period
therefor and (iv) unless the Administrative Agent previously has been
notified in writing thereof, the Borrower's remittance instructions. Any
Revolving Loans made prior to the date which is 30 days after the Closing
Date shall be made as Base Rate Loans or Eurodollar Rate Loans having an
Interest Period of one month and, unless otherwise agreed by the
Administrative Agent in its sole discretion, no Revolving Loan may be
converted into or continued as a Eurodollar Rate Loan having an Interest
Period in excess of one month prior to the date that is 30 days after the
Closing Date. Each borrowing under the Revolving Commitments shall be in
an amount equal to $10,000,000 or a whole multiple of $1,000,000 in
excess thereof (or, if then aggregate Available Revolving Commitments are
less than $10,000,000, such lesser amount; provided that such lesser
amount must be borrowed as a Base Rate Loan); provided, that the
Swingline Bank may request, on behalf of the Borrower, borrowings under
the Revolving Commitments that are Base Rate Loans in other amounts

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pursuant to Section 4.2(b). Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Revolving
Bank thereof. Each Revolving Bank will make the amount of its pro rata
share of each borrowing available to the Administrative Agent for the
account of the Borrower at the Funding Office prior to 12:00 Noon, New
York City time, on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. Such borrowing will
then be made available to the Borrower by the Administrative Agent
crediting the account of the Borrower on the books of such office with
the aggregate of the amounts made available to the Administrative Agent
by the Revolving Banks and in like funds as received by the
Administrative Agent.

Section 3.3 Termination of Revolving Commitments. On the
last day of the Commitment Period, the Revolving Commitments shall
terminate and all amounts outstanding thereunder shall be immediately due
and payable.

Section 3.4 Use of Proceeds. The proceeds of the Revolving
Loans shall be used by the Borrower and its Subsidiaries for working
capital purposes and other general corporate purposes (including, without
limitation, for the same purposes as the Term Loans).

ARTICLE 4. AMOUNT AND TERMS OF SWINGLINE SUB-FACILITY

Section 4.1 Swingline Commitment. Subject to the terms and
conditions hereof, the Swingline Bank agrees that it shall make swingline
loans (the "Swingline Loans") available to the Borrower from time to time
during the Commitment Period under the Revolving Commitments; provided
that (i) the sum of the aggregate then-outstanding principal amount of
the Swingline Loans and the aggregate then-outstanding amount of the L/C
Obligations would not exceed $75,000,000 and (ii) the Borrower shall not
request, and the Swingline Bank shall not make, any Swingline Loan if,
after giving effect to the making of such Swingline Loan, the Total
Revolving Extensions of Credit would exceed the Total Revolving
Commitments. During the Commitment Period, the Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof. Swingline Loans shall
be made and maintained only as Base Rate Loans.

Section 4.2 Procedure for Swingline Borrowing; Refunding of
Swingline Loans. (a) Whenever the Borrower desires that the Swingline
Bank make Swingline Loans it shall give the Swingline Bank irrevocable
telephonic notice confirmed promptly in writing (which telephonic notice
must be received by the Swingline Bank not later than 1:00 P.M., New York
City time, on the proposed Borrowing Date). Such notice shall be in
the form of a Notice of Borrowing, substantially in the form of Exhibit
C-1 hereto, which has been duly completed and executed by the Borrower
and shall specify (i) the amount to be borrowed, (ii) the requested
Borrowing Date and (iii) unless the Swingline Bank previously has been
notified in writing thereof, the Borrowers' remittance instructions.
Each borrowing under the Swingline Commitment shall be in an amount equal

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to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not
later than 3:00 P.M., New York City time, on the Borrowing Date specified
in a notice in respect of Swingline Loans, the Swingline Bank shall make
available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the amount of the Swingline Loan to
be made by the Swingline Bank. The Administrative Agent shall make the
proceeds of such Swingline Loan available to the Borrower on such
Borrowing Date by depositing such proceeds in the account of the Borrower
with the Administrative Agent on such Borrowing Date in immediately
available funds.

(b) The Swingline Bank, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Borrower (which
hereby irrevocably directs the Swingline Bank to act on its behalf), on
one Banking Day's notice given by the Swingline Bank no later than 3:00
P.M., New York City time, request each Revolving Bank to make, and each
Revolving Bank hereby agrees to make, a Revolving Loan, in an amount
equal to such Revolving Bank's Revolving Percentage of the aggregate
amount of the Swingline Loans (the "Refunded Swingline Loans")
outstanding on the date of such notice, to repay the Swingline Bank.
Each Revolving Bank shall make the amount of such Revolving Loan
available to the Administrative Agent at the Funding Office in
immediately available funds, not later than 12:00 Noon, New York City
time, one Banking Day after the date of such notice. The proceeds of
such Revolving Loans shall be immediately made available by the
Administrative Agent to the Swingline Bank for application by the
Swingline Bank to the repayment of the Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have
otherwise been made pursuant to Section 4.2(b), one of the events
described in clause (f) or (g) of Article 12 shall have occurred and be
continuing with respect to the Borrower or if for any other reason, as
determined by the Swingline Bank in its sole discretion, Revolving Loans
may not be made as contemplated by Section 4.2(b), each Revolving Bank
shall, on the date such Revolving Loan was to have been made pursuant to
the notice referred to in Section 4.2(b) (the "Refunding Date"), purchase
for cash an undivided participating interest in then outstanding
Swingline Loans by paying to the Swingline Bank an amount (the "Swingline
Participation Amount") equal to (i) such Revolving Bank's Revolving
Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans.

(d) Whenever, at any time after the Swingline Bank has
received from any Revolving Bank such Bank's Swingline Participation
Amount, the Swingline Bank receives any payment on account of the
Swingline Loans, the Swingline Bank will distribute to such Revolving
Bank its Swingline Participation Amount (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which
such Revolving Bank's participating interest was outstanding and funded
and, in the case of principal and interest payments, to reflect such
Revolving Bank's pro rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swingline Loans

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then due); provided, however, that in the event that such payment
received by the Swingline Bank is required to be returned, such Revolving
Bank will return to the Swingline Bank any portion thereof previously
distributed to it by the Swingline Bank.

(e) Each Revolving Bank's obligation to make the Revolving
Loans referred to in Section 4.2(b) and to purchase participating
interests pursuant to Section 4.2(c) shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such Revolving Bank
or the Borrower may have against the Swingline Bank, the Borrower or any
other Person for any reason whatsoever; (ii) the occurrence or
continuance of an Event of Default or the failure to satisfy any of the
other conditions specified in Article 9; (iii) any adverse change in the
condition (financial or otherwise) of the Borrower; (iv) any breach of
this Agreement or any other Credit Document by the Borrower, any of its
Subsidiaries or any other Revolving Bank; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the
foregoing.

ARTICLE 5. AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY

Section 5.1 L/C Commitment. (a) Subject to the terms and
conditions hereof, each Issuing Bank, in reliance on the agreements of
the other Revolving Banks set forth in Section 5.4(a), agrees to issue
letters of credit ("Letters of Credit") for the account of the Borrower
on any Banking Day during the Commitment Period in such form as may be
approved from time to time by the Issuing Bank; provided that such
Issuing Bank shall have no obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the sum of the aggregate then-
outstanding principal amount of the Swingline Loans and the aggregate
then-outstanding amount of the L/C Obligations would exceed $75,000,000
or (ii) the Total Revolving Extensions of Credit would be in excess of
the Total Revolving Commitment. Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x)
the first anniversary of its date of issuance and (y) the date that is
five Banking Days prior to the Termination Date, provided that any Letter
of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the
date referred to in clause (y) above).

(b) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the
State of New York.

(c) No Issuing Bank shall at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Bank or any L/C Participant to exceed any limits
imposed by, any applicable Law.

Section 5.2 Procedure for Issuance of Letter of Credit. The
Borrower may from time to time request that the applicable Issuing Bank

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issue a Letter of Credit by delivering to such Issuing Bank at its
address for notices specified herein an Application therefor, completed
to the satisfaction of such Issuing Bank, and such other certificates,
documents and other papers and information as such Issuing Bank may
request. Upon receipt of any Application, such Issuing Bank will process
such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with
its customary procedures and, after confirming with the Administrative
Agent that the provisions of the proviso to the first sentence of Section
5.1 are then satisfied, shall promptly (and, in any event, within five
Banking Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating
thereto) issue the Letter of Credit requested thereby (but in no event
shall such Issuing Bank be required to issue any Letter of Credit earlier
than two Banking Days after its receipt of the Application therefor and
all such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Letter of Credit to the
beneficiary thereof or as otherwise may be agreed to by such Issuing Bank
and the Borrower. Such Issuing Bank shall furnish a copy of such Letter
of Credit to the Borrower promptly following the issuance thereof and
shall promptly furnish to the Administrative Agent, which shall in turn
promptly furnish to the Revolving Banks, notice of the issuance of each
Letter of Credit (including the amount thereof); provided that, with
respect to commercial Letters of Credit, the Administrative Agent need
not furnish such notice of issuance to the Revolving Banks more
frequently than once per calendar quarter.

Section 5.3 Fees and Other Charges. (a) The Borrower will
pay a fee on all outstanding Letters of Credit for each day at a per
annum rate equal to the Eurodollar Rate Margin then in effect with
respect to Eurodollar Rate Loans hereunder times the aggregate undrawn
face amounts of such Letters of Credit on such day. Such fee shall be
payable to the Administrative Agent, for the account of the Revolving
Banks, quarterly in arrears on each L/C Fee Payment Date after the
issuance date. In addition, the Borrower shall pay to the relevant
Issuing Bank for its own account a fronting fee of 0.25% per annum on the
undrawn and unexpired amount of each Letter of Credit, payable quarterly
in arrears on each L/C Fee Payment Date after the Issuance Date.

(b) In addition to the foregoing fees, the Borrower shall pay
or reimburse the relevant Issuing Bank for such normal and customary
costs and expenses as are incurred or charged by such Issuing Bank in
issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit.

Section 5.4 L/C Participations. (a) Each Issuing Bank
irrevocably agrees to grant and hereby grants to each L/C Participant,
and, to induce each Issuing Bank to issue Letters of Credit hereunder,
each L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from each Issuing Bank, on the terms and conditions
hereinafter stated, for such L/C Participant's own account and risk an
undivided interest equal to such L/C Participant's Revolving Percentage
in such Issuing Bank's obligations and rights under each Letter of Credit

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issued hereunder and the amount of each draft paid by such Issuing Bank
thereunder. Each L/C Participant unconditionally and irrevocably agrees
with each Issuing Bank that, if a draft is paid under any Letter of
Credit for which such Issuing Bank is not reimbursed in full by the
Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to such Issuing Bank upon demand at such Issuing
Bank's address for notices specified herein an amount equal to such L/C
Participant's Revolving Percentage of the amount of such draft, or any
part thereof, that is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant
to an Issuing Bank pursuant to Section 5.4(a) in respect of any
unreimbursed portion of any payment made by such Issuing Bank under any
Letter of Credit is paid to such Issuing Bank within three Banking Days
after the date such payment is due, such L/C Participant shall pay to the
Issuing Bank on demand an amount equal to the product of (i) such amount,
times (ii) the daily average Federal Funds Rate during the period from
and including the date such payment is required to the date on which such
payment is immediately available to such Issuing Bank, times (iii) a
fraction the numerator of which is the number of days that elapse during
such period and the denominator of which is 360. If any such amount
required to be paid by any L/C Participant pursuant to Section 5.4(a) is
not made available to the relevant Issuing Bank by such L/C Participant
within three Banking Days after the date such payment is due, such
Issuing Bank shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date
at the rate per annum applicable to Base Rate Loans hereunder. A
certificate of the relevant Issuing Bank submitted to any L/C Participant
with respect to any amounts owing under this Section shall be conclusive
in the absence of manifest error.

(c) Whenever, at any time after an Issuing Bank has made
payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with Section
5.4(a), such Issuing Bank receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including
proceeds of collateral applied thereto by such Issuing Bank), or any
payment of interest on account thereof, such Issuing Bank will distribute
to such L/C Participant its pro rata share thereof; provided, however,
that in the event that any such payment received by such Issuing Bank
shall be required to be returned by such Issuing Bank, such L/C
Participant shall return to such Issuing Bank the portion thereof
previously distributed by such Issuing Bank to it.

Section 5.5 Reimbursement Obligation of the Borrower. The
Borrower agrees to reimburse each Issuing Bank on each date on which such
Issuing Bank notifies the Borrower (or on the immediately following
Banking Day if the Issuing Bank notifies the Borrower after 11:00 A.M.,
New York City time) of the date and amount of a draft presented under any
Letter of Credit issued and paid by such Issuing Bank (a "Reimbursement
Notice") for the amount of (a) such draft so paid and (b) any taxes,
fees, charges or other costs or expenses incurred by such Issuing Bank in
connection with such payment (the amounts described in the foregoing

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clauses (a) and (b) in respect of any drawing, collectively, the "Payment
Amount"). Each such payment shall be made to such Issuing Bank at its
address for notices specified herein in lawful money of the United States
of America and in immediately available funds. Interest shall be payable
on each Payment Amount from the date of the applicable drawing until
payment in full at the rate set forth in (i) until the third Banking Day
following the date of the applicable drawing, Section 8.8(b) and (ii)
thereafter, Section 8.8(c). Each drawing under any Letter of Credit
shall (unless (x) an event of the type described in clause (f) or (g) of
Article 12 shall have occurred and be continuing with respect to the
Borrower, in which case the procedures specified in Section 5.4 for
funding by L/C Participants shall apply or (y) the Borrower notifies the
Administrative Agent and the Issuing Bank on the date of the Borrower's
receipt of the relevant Reimbursement Notice that the Borrower intends to
provide the reimbursement contemplated by this Section 5.5 with other
sources of funds) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 3.2 of Base Rate
Loans (or, at the option of the Borrower, a borrowing pursuant to Section
4.2 of Swing Line Loans) in the amount of such drawing. The Borrowing
Date with respect to such borrowing shall be the first date on which a
borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans)
could be made, pursuant to Section 3.2 (or, if applicable, Section 4.2),
if the Administrative Agent had received a notice of such borrowing at
the time the Administrative Agent delivers the applicable Reimbursement
Notice.

Section 5.6 Obligations Absolute. The Borrower's obligations
under this Article 5 shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense
to payment that the Borrower may have or have had against the relevant
Issuing Bank, any beneficiary of a Letter of Credit or any other Person.
The Borrower also agrees with each Issuing Bank that such Issuing Bank
shall not be responsible for, and the Borrower's Reimbursement
Obligations under Section 5.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee. No Issuing Bank shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of
Credit issued by it, except for errors or omissions found by a final and
nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Issuing
Bank. The Borrower agrees that any action taken or omitted by an Issuing
Bank under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified
in the Uniform Commercial Code of the State of New York, shall be binding
on the Borrower and shall not result in any liability of such Issuing
Bank to the Borrower.

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Section 5.7 Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the relevant Issuing
Bank shall promptly notify the Borrower of the date and amount thereof.
The responsibility of such Issuing Bank to the Borrower in connection
with any draft presented for payment under any Letter of Credit shall, in
addition to any payment obligation expressly provided for in such Letter
of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.

Section 5.8 Applications. To the extent that any provision
of any Application related to any Letter of Credit is inconsistent with
the provisions of this Article 5, the provisions of this Article 5 shall
apply.

ARTICLE 6. CAF ADVANCES

Section 6.1 CAF Advances. Subject to the terms and
conditions of this Agreement, the Borrower may borrow CAF Advances from
time to time under the Total Revolving Commitment on any Banking Day
during the CAF Advance Availability Period. CAF Advances may be borrowed
in amounts such that the Total Revolving Extensions of Credit at any time
shall not exceed the Total Revolving Credit Commitments at such time.
Within the limits and on the conditions hereinafter set forth with
respect to CAF Advances, the Borrower from time to time may borrow, repay
and reborrow CAF Advances.

Section 6.2 Procedure for CAF Advance Borrowing. (a) The
Borrower shall request CAF Advances by delivering a CAF Advance Request
to the Administrative Agent, not later than 12:00 Noon (New York City
time) four Banking Days prior to the proposed Borrowing Date (in the case
of a LIBO Rate CAF Advance Request), and not later than 10:00 A.M. (New
York City time) one Banking Day prior to the proposed Borrowing Date (in
the case of a Fixed Rate CAF Advance Request). Each CAF Advance Request
in respect of any Borrowing Date may solicit bids for CAF Advances on
such Borrowing Date in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and having not more
than three alternative CAF Advance Maturity Dates. The CAF Advance
Maturity Date for each CAF Advance shall be the date set forth therefor
in the relevant CAF Advance Request, which date shall be (i) not less
than 14 days after the Borrowing Date therefor, in the case of a Fixed
Rate CAF Advance, (ii) one, two, three or six months (or such longer
period as the Borrower may elect in the relevant CAF Advance Request)
after the Borrowing Date therefor, in the case of a LIBO CAF Advance and
(iii) not later than the Termination Date, in the case of any CAF
Advance. The Administrative Agent shall notify each Revolving Bank by
facsimile transmission of the contents of each CAF Advance Request
received by the Administrative Agent.

(b) In the case of a LIBO Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such
CAF Advance Request, each Revolving Bank may elect, in its sole

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discretion, to offer irrevocably to make one or more CAF Advances at the
applicable LIBO Rate plus (or minus) a margin determined by such
Revolving Bank in its sole discretion for each such CAF Advance. Any
such irrevocable offer shall be made by delivering a CAF Advance Offer to
the Administrative Agent, before 10:30 A.M. (New York City time) on the
day that is three Banking Days before the proposed Borrowing Date,
setting forth:

(i) the maximum amount of CAF Advances for each CAF Advance
Maturity Date and the aggregate maximum amount of CAF Advances for
all CAF Advance Maturity Dates which such Revolving Bank would be
willing to make (which amounts may, subject to Section 6.1, exceed
such Revolving Bank's Revolving Commitment); and

(ii) the margin above or below the applicable LIBO Rate at
which such Revolving Bank is willing to make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 11:00 A.M. (New
York City time) on the date which is three Banking Days before the
proposed Borrowing Date of the contents of each such CAF Advance Offer
received by it. If the Administrative Agent, in its capacity as a
Revolving Bank, shall elect, in its sole discretion, to make any such CAF
Advance Offer, it shall advise the Borrower of the contents of its CAF
Advance Offer before 10:15 A.M. (New York City time) on the date which is
three Banking Days before the proposed Borrowing Date.

(c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the Administrative Agent of the contents of such
CAF Advance Request, each Revolving Bank may elect, in its sole
discretion, to offer irrevocably to make one or more CAF Advances at a
rate of interest determined by such Revolving Bank in its sole discretion
for each such CAF Advance. Any such irrevocable offer shall be made by
delivering a CAF Advance Offer to the Administrative Agent before 9:30
A.M. (New York City time) on the proposed Borrowing Date, setting forth:

(i) the maximum amount of CAF Advances for each CAF Advance
Maturity Date, and the aggregate maximum amount for all CAF Advance
Maturity Dates, which such Revolving Bank would be willing to make
(which amounts may, subject to Section 6.1, exceed such Revolving
Bank's Revolving Commitment; and

(ii) the rate of interest at which such Revolving Bank is
willing to make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 10:00 A.M. (New
York City time) on the proposed Borrowing Date of the contents of each
such CAF Advance Offer received by it. If the Administrative Agent, in
its capacity as a Revolving Bank, shall elect, in its sole discretion, to
make any such CAF Advance Offer, it shall advise the Borrower of the
contents of its CAF Advance Offer before 9:15 A.M. (New York City time)
on the proposed Borrowing Date.

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(d) Before 12:00 Noon (New York City time) three Banking Days
before the proposed Borrowing Date (in the case of CAF Advances requested
by a LIBO Rate CAF Advance Request) and before 11:00 A.M. (New York City
time) on the proposed Borrowing Date (in the case of CAF Advances
requested by a Fixed Rate CAF Advance Request), the Borrower, in its
absolute discretion, shall:

(i) cancel such CAF Advance Request by giving the
Administrative Agent telephone notice to that effect, or

(ii) by giving telephone notice to the Administrative Agent
(immediately confirmed by delivery to the Administrative Agent of a
CAF Advance Confirmation by facsimile transmission) (A) subject to
the provisions of Section 6.2(e), accept one or more of the offers
made by any Revolving Bank or Revolving Banks pursuant to Section
6.2(b) or Section 6.2(c), as the case may be, and (B) reject any
remaining offers made by Revolving Banks pursuant to Section 6.2(b)
or Section 6.2(c), as the case may be.

(e) The Borrower's acceptance of CAF Advances in response to
any CAF Advance Offers shall be subject to the following limitations:

(i) the amount of CAF Advances accepted for each CAF
Advance Maturity Date specified by any Revolving Bank in its CAF
Advance Offer shall not exceed the maximum amount for such CAF
Advance Maturity Date specified in such CAF Advance Offer;

(ii) the aggregate amount of CAF Advances accepted for all
CAF Advance Maturity Dates specified by any Revolving Bank in its
CAF Advance Offer shall not exceed the aggregate maximum amount
specified in such CAF Advance Offer for all such CAF Advance
Maturity Dates;

(iii) the Borrower may not accept offers for CAF Advances for
any CAF Advance Maturity Date in an aggregate principal amount in
excess of the maximum principal amount requested in the related CAF
Advance Request; and

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Borrower accepts such offers pro rata in accordance with the
foregoing provisions of this paragraph, the CAF Advance to be made
by any such Revolving Bank would be less than $5,000,000 principal
amount, the number of such Revolving Banks shall be reduced by the
Administrative Agent by lot until the CAF Advances to be made by
each such remaining Revolving Bank would be in a principal amount
of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof.

(f) If the Borrower notifies the Administrative Agent that a
CAF Advance Request is cancelled pursuant to Section 6.2(d)(i), the
Administrative Agent shall give prompt telephone notice thereof to the
Revolving Banks.

(g) If the Borrower accepts pursuant to Section 6.2(d)(ii)
one or more of the offers made by any Revolving Bank or Revolving Banks,
the Administrative Agent promptly shall notify each Revolving Bank which
has made such an offer of (i) the aggregate amount of such CAF Advances
to be made on such Borrowing Date for each CAF Advance Maturity Date and
(ii) the acceptance or rejection of any offers to make such CAF Advances
made by such Revolving Bank. Before 12:00 Noon (New York City time) on
the Borrowing Date specified in the applicable CAF Advance Request, each
Revolving Bank whose CAF Advance Offer has been accepted shall make
available to the Administrative Agent at its office set forth in Section
14.1 the amount of CAF Advances to be made by such Revolving Bank, in
immediately available funds. The Administrative Agent will make such
funds available to the Borrower as soon as practicable on such date at
such office of the Administrative Agent. As soon as practicable after
each Borrowing Date, the Administrative Agent shall notify each Revolving
Bank of the aggregate amount of CAF Advances advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.

Section 6.3 CAF Advance Payments. (a) The Borrower shall
pay to the Administrative Agent, for the account of each Revolving Bank
which has made a CAF Advance, on the applicable CAF Advance Maturity Date
the then unpaid principal amount of such CAF Advance. The Borrower shall
not have the right to prepay any principal amount of any CAF Advance
without the consent of the Revolving Bank to which such CAF Advance is
owed.

(b) The Borrower shall pay interest on the unpaid principal
amount of each CAF Advance from the Borrowing Date to applicable CAF
Advance Maturity Date at the rate of interest specified in the CAF
Advance Offer accepted by the Borrower in connection with such CAF
Advance (calculated on the basis of a (i) 360-day year for actual days
elapsed, in the case of LIBO Rate CAF Advances and (ii) 365/6-day year
for actual days elapsed, the case of Fixed Rate CAF Advances), payable on
each applicable CAF Advance Interest Payment Date.

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date on which such payment was due at a rate per annum which is 2% above
the rate which would otherwise be applicable to such CAF Advance until
the stated CAF Advance Maturity Date of such CAF Advance, and for each
day thereafter at a rate per annum which is 2% above the Base Rate, in
each case until paid in full (as well after as before judgment).
Interest accruing pursuant to this paragraph (c) shall be payable from
time to time on demand.

Section 6.4 Evidence of Debt. The Borrower unconditionally
promises to pay to the Administrative Agent, for the account of each
Revolving Bank that makes a CAF Advance, on the CAF Advance Maturity Date
with respect thereto, the principal amount of such CAF Advance. The
Borrower further unconditionally promises to pay interest on each such
CAF Advance for the period from and including the Borrowing Date of such
CAF Advance on the unpaid principal amount thereof from time to time
outstanding at the applicable rate per annum determined as provided in,
and payable as specified in, Section 6.3(b). Each Revolving Bank shall
maintain in accordance with its usual practice appropriate records
evidencing indebtedness of the Borrower to such Revolving Bank resulting
from each CAF Advance of such Revolving Bank from time to time, including
the amounts of principal and interest payable and paid to such Revolving
Bank from time to time in respect of such CAF Advance. The
Administrative Agent shall maintain the Register pursuant to Section
8.1(c), and a record therein for each Revolving Bank, in which shall be
recorded (i) the amount of each CAF Advance made by such Revolving Bank,
the CAF Advance Maturity Date thereof, the interest rate applicable
thereto and each CAF Advance Interest Payment Date applicable thereto,
and (ii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower on account of such CAF Advance. The entries
made in the Register and the records of each Revolving Bank maintained
pursuant to this Section 6.4 shall, to the extent permitted by applicable
law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Revolving Bank or the Administrative Agent to maintain the
Register or any such record, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable
interest) the CAF Advances made by such Revolving Bank in accordance with
the terms of this Agreement.

Section 6.5 Certain Restrictions. A CAF Advance Request may
request offers for CAF Advances to be made on not more than one Borrowing
Date and to mature on not more than three CAF Advance Maturity Dates. No
CAF Advance Request may be submitted earlier than five Banking Days after
submission of any other CAF Advance Request.

ARTICLE 7. MONEY MARKET ADVANCES

Section 7.1 Procedure for Borrowing of Money Market Advances.
(a) The Borrower (directly or through an agent or representative) may at
any time and from time to time request any one or more of the Banks to
make offers to make Money Market Loans to the Borrower on any Banking Day
during the Commitment Period in the manner set forth below. Each such

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Bank may, but shall have no obligation to, make such offer, and the
Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Article 7.

(b) In the event that the Borrower desires to borrow a Money
Market Loan from a Bank, the Borrower (directly or through an agent or
representative) shall request that such Bank provide a quotation to the
Borrower of the terms under which such Bank would be willing to provide
such Money Market Loan.

(c) In the event that the Borrower elects to accept a Bank's
offer for a Money Market Loan, the Borrower (directly or through an agent
or representative) shall provide telephonic notice to such Bank of its
election by no later than 90 minutes after the time that such offer was
received by the Borrower. The failure of the Borrower to provide such
notice of acceptance in a timely manner shall be deemed to constitute a
rejection of the offer of such Bank. Any Money Market Loan to be made by
a Bank pursuant to this Article 7 shall be made by the Bank crediting an
account specified by the Borrower with the amount of such advance in same
day funds promptly upon receipt of the Borrower's timely acceptance of
the offer of such Bank with respect to such Money Market Loan.

(d) Each Bank that shall make a Money Market Loan
pursuant to this Section 7.1 shall promptly notify the Administrative
Agent of the amount and term of such Money Market Loan.

Section 7.2 Evidence of Money Market Advances. The Borrower
agrees to forward to the Bank with respect to a Money Market Loan written
evidence of such Money Market Loan by providing, on the date upon which
such Money Market Loan is made, documents, in form and substance
reasonably acceptable to both the Borrower and such Bank, executed and
delivered by a duly authorized officer of the Borrower, confirming the
amount so borrowed, the rate of interest applicable thereto and the
maturity thereof (with such Money Market Loan being due and payable on
such date of maturity); provided that the failure of the Borrower to
provide such documents shall not impair the obligation of the Borrower to
repay any Money Market Loan borrowed by it. All borrowings pursuant to
this Article shall bear interest at the rate (or upon the basis, as the
case may be) quoted to the Borrower by the relevant Bank in its quotation
described in Section 7.1(b) above, regardless of any change in the
interest rate between the time of quoting and the time of borrowing.

Section 7.3 Acceleration of Money Market Advances. Upon the
occurrence and during the continuance of an Event of Default, each Bank
that has Money Market Loans outstanding may declare its Money Market
Loans (with any applicable interest thereon) to be immediately due and
payable without the consent of, or notice to, any other Bank; provided
that if such event is an Event of Default specified in clause (f) or (g)
of Article 12 with respect to the Borrower, such Bank's Money Market
Loans (and any applicable interest thereon) shall automatically become
immediately due and payable.

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Section 7.4 Prepayment of Money Market Advances. In the
event that the availability under any Revolving Bank's Revolving
Commitment has been reduced on account of Money Market Loans made by it
to a level that is insufficient to permit such Revolving Bank to lend its
ratable share of any Revolving Loan requested to be made hereunder, the
Borrower shall repay such Revolving Bank's outstanding Money Market Loans
simultaneously with or prior to the borrowing of such Revolving Loans
(which repayment may be financed with proceeds of such Revolving Loans
and shall be subject to the provisions of Section 8.14) by the amount
necessary to cause its Available Revolving Commitment (before giving
effect to the borrowing of such Revolving Loan, but after giving effect
to the application of proceeds thereof) to be at least equal to its
ratable share of any such Revolving Loan.

Section 7.5 Money Market Advances are Not Loans. (a) The
Borrower and any Bank may at any time and from time to time enter into
written agreements that provide for procedures for soliciting and
extending Money Market Loans that differ from those specified in this
Article 7 (other than the provisions of Sections 7.1(d), 7.4 and 7.5(b)
hereof, which shall apply to each Money Market Loan). As between the
Borrower and such Bank such agreements shall supersede the provisions of
such paragraphs to the extent specified therein.

(b) Notwithstanding anything to the contrary contained
herein, Money Market Loans shall be deemed not to be extensions of credit
under this Agreement or under the Notes and the rights and obligations of
the Borrower in respect of Money Market Loans shall be deemed not to be
rights and obligations of the Borrower hereunder or under the Notes;
provided that Money Market Loans shall be considered to be extensions of
credit under this Agreement for purposes of calculating the availability
under any Revolving Bank's Revolving Commitment.

ARTICLE 8. GENERAL PROVISIONS APPLICABLE TO EXTENSIONS OF CREDIT

Section 8.1 Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative
Agent for the account of the appropriate Revolving Bank, the appropriate
Term Bank or the Swing Line Bank, as the case may be, (i) the then unpaid
principal amount of each Revolving Loan of such Revolving Bank on the
Termination Date (or on such earlier date on which the Loans become due
and payable in accordance with the terms of this Agreement), (ii) the
then unpaid principal amount of each Swing Line Loan of the Swing Line
Bank on the Termination Date (or on such earlier date on which the Loans
become due and payable in accordance with the terms of this Agreement)
and (iii) the principal amount of each Term Loan of such Term Bank in
installments according to the amortization schedule set forth in Section
2.3 (or on such earlier date on which the Loans become due and payable in
accordance with the terms of this Agreement). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in
Section 8.8.

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

(c) The Administrative Agent, on behalf of the Borrower,
shall maintain at its Agency Office register (the "Register") for the
recordation of the names and addresses of the Banks, and the Register
shall contain a subaccount therein for each Bank, in which shall be
recorded (i) the amount of each Loan made hereunder and any Note
evidencing such Loan, the Type of such Loan and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Bank
hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Bank's share
thereof. The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrower, the Administrative Agent and the
Banks shall treat each Person whose name is recorded in the Register as
the owner of the Loans, L/C Obligations and any Notes evidencing such
Loans recorded therein for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or any Bank (with
respect to any entry relating to such Bank's Loans and other extensions
of credit) at any reasonable time and from time to time upon reasonable
prior notice.

(d) The entries made in the Register and the accounts of each
Bank maintained pursuant to Section 8.1(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts
of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Bank or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Bank in accordance with
the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the
Administrative Agent by any Bank (which request shall be delivered to
Administrative Agent (A) within 45 days following the date hereof, in the
case of a Bank which is a party hereto on the date hereof, (B) within 30
days following the recording of the relevant Assignment and Acceptance
Agreement, in the case of any Assignee or (C) in either case, within any
longer period as the Administrative Agent and the Borrower shall agree),
the Borrower will execute and deliver to such Bank a promissory note of
the Borrower evidencing any Term Loans, Revolving Loans or Swing Line
Loans, as applicable, of such Bank, substantially in the forms of Exhibit
E-1, E-2 or E-3, respectively (collectively, the "Notes"), with
appropriate insertions as to date and principal amount; provided that
(unless the Borrower and the Administrative Agent otherwise agree) no
Notes shall be delivered to the Banks until the date which is 90 days
after the date hereof.

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Section 8.2 Facility Fee, etc. (a) The Borrower hereby
agrees to pay to the Administrative Agent, for the ratable account of the
Term Banks, a facility fee for each day in the amount equal to the
Applicable Facility Fee Rate in effect on such day times the sum of the
amount of the Available Term Commitments of all Term Banks and the Term
Loans of all Term Banks on such day. Such facility fee shall accrue from
and after the Closing Date and shall be payable quarterly, in arrears, on
each L/C Fee Payment Date and on the Termination Date.

(b) The Borrower hereby agrees to pay to the Administrative
Agent, for the ratable account of the Revolving Banks, a facility fee for
each day in the amount equal to the Applicable Facility Fee Rate in
effect on such day times the amount of the Total Revolving Commitments
(regardless of the utilization thereof) on such day. Such facility fee
shall accrue from and after the Closing Date and shall be payable
quarterly, in arrears, on each L/C Fee Payment Date and on the
Termination Date.

(c) The Borrower agrees to pay to the Administrative Agent
the fees in the amounts and on the dates previously agreed to in writing
by the Borrower and the Administrative Agent.

Section 8.3 Termination or Reduction of Revolving
Commitments. The Borrower shall have the right, upon not less than three
Banking Days' notice to the Administrative Agent, to terminate the
Revolving Commitments or, from time to time, to reduce the amount of the
Revolving Commitments; provided that no such termination or reduction of
Revolving Commitments shall be permitted if, after giving effect thereto
and to any prepayments of the Revolving Loans and Swingline Loans made on
the effective date thereof, (x) the Total Revolving Extensions of Credit
would exceed the Total Revolving Commitments or (y) the Available
Revolving Commitment of any Revolving Bank would be less than zero. Any
such reduction shall be in an amount equal to $10,000,000, or a whole
multiple of $1,000,000 in excess thereof, and shall reduce permanently
the Revolving Commitments then in effect.

Section 8.4 Optional Prepayments. The Borrower may at any
time and from time to time prepay the Loans (other than CAF Advances,
which may be prepaid only with the consent of the Revolving Bank to which
such CAF Advance is owed), in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent at
least three Banking Days prior thereto in the case of Eurodollar Rate
Loans and at least one Banking Day prior thereto in the case of Base Rate
Loans, which notice shall specify (a) the date and amount of prepayment,
(b) whether the prepayment is of Eurodollar Rate Loans or Base Rate Loans
and (c) if such prepayment is of Eurodollar Rate Loans and the Borrower
so elects, the particular Eurodollar Tranches to be so prepaid; provided,
that if a Eurodollar Rate Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, the Borrower shall also
pay any amounts owing pursuant to Section 8.14. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Bank
thereof. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein, together

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with (except in the case of Revolving Loans that are Base Rate Loans and
Swingline Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Term Loans and Revolving Loans shall be in an
aggregate principal amount of $10,000,000 or a whole multiple of
$1,000,000 in excess thereof and, in the case of partial prepayments of
Term Loans, shall be made in accordance with the provisions of Section
8.11(b) hereof. Partial prepayments of Swingline Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple of $500,000
in excess thereof.

Section 8.5 Mandatory Prepayments and Commitment Reductions.
(a) The Borrower shall prepay the Term Loans by the portion (if any) of
the funds released from the Escrow Account which exceeds the sum of the
cash consideration then to be paid by the Borrower to shareholders of
PLATINUM for the shares of PLATINUM pursuant to the Tender Offer and the
amount required to pay (or refinance the payment of) consideration in
respect of the Merger. Any such prepayment shall be made on the date of
release of such funds from the Escrow Account and, in the case of
prepayments of Eurodollar Rate Loans, shall be accompanied by accrued
interest on the amount so prepaid. Any prepayments made pursuant to this
Section 8.5(a) shall be applied (subject, in the case of prepayments of
Term Loans, to the provisions of Section 8.11(b)), first to Base Rate
Loans and second, to Eurodollar Rate Loans. If the Borrower so elects
and so notifies the Administrative Agent in writing prior to the making
of such prepayment, any such prepayment shall (to the extent contemplated
above) be applied to the particular Eurodollar Tranches specified in such
notice.

(b) Notwithstanding anything to the contrary contained
herein, if any prepayment of Eurodollar Rate Loans is due pursuant to
Section 8.5(a) on a date which is not the last day of the then-current
Interest Period with respect thereto and no Default or Event of Default
is then continuing, the Borrower may (at its option) deposit the amounts
to be so prepaid on account of Eurodollar Rate Loans in a segregated
account with the Administrative Agent until the last day of any Interest
Period applicable thereto and make such prepayment on the last day of
such Interest Period (it being understood that the Borrower shall have no
right to withdraw amounts from such account for any purpose other than
prepayment of the Term Loans). Nothing contained herein shall be deemed
to impair the right of the Borrower to instruct the Administrative Agent
to invest amounts on deposit in the segregated account described above in
cash equivalents selected by the Borrower.

(c) On the last day of the Commitment Period, the Commitments
shall terminate and (unless such termination occurs pursuant to Article
12 of this Agreement, in which case the provisions of such Article 12
shall govern) all principal, interest and other amounts owing hereunder
shall be immediately due and payable.

Section 8.6 Conversion and Continuation Options. (a) Subject
to the provisions of Section 8.7, the Borrower may elect from time to
time to convert any amount of Eurodollar Rate Loans to Base Rate Loans by
delivering a Notice of Borrowing (substantially in the form of Exhibit

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C-3) to Agent prior to 12:00 Noon, New York City time, at least one
Banking Day prior to the requested date of conversion. Subject to the
provisions of Section 8.7, the Borrower may elect from time to time to
convert any amount of Base Rate Loans (other than Swingline Loans) to
Eurodollar Rate Loans by delivering a Notice of Borrowing (substantially
in the form of Exhibit C-3) to Agent prior to 12:00 Noon, New York City
time, at least three Banking Days' prior to the requested date of
conversion. Any such Notice of Borrowing with respect to a conversion to
Eurodollar Rate Loans shall be irrevocable and shall specify the length
of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such Notice of Borrowing, Agent shall promptly notify each
affected Bank thereof. All or any part of outstanding Eurodollar Rate
Loans and Base Rate Loans may be converted as provided herein, provided
that no Base Rate Loan may be converted into a Eurodollar Rate Loan when
any Event of Default has occurred and is continuing and the
Administrative Agent has or the Majority Banks have determined that such
a conversion is not appropriate.

(b) Subject to the provisions of Section 8.7, any Eurodollar
Rate Loan may be continued as such upon the expiration of then current
Interest Period with respect thereto by the Borrower delivering a Notice
of Borrowing (substantially in the form of Exhibit C-2) to the
Administrative Agent, prior to 12:00 Noon (New York City time) on the
third Banking Day prior to the last day of then current Interest Period,
specifying the length of the next Interest Period to be applicable to
such Loans, provided that no Eurodollar Rate Loan may be continued as
such when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Majority Banks have determined that such
a continuation is not appropriate and provided, further, that if the
Borrower shall fail to give such notice or if such continuation is not
permitted such Eurodollar Rate Loans shall be automatically converted to
Base Loans on the last day of such then expiring Interest Period. Upon
receipt of any such notice the Administrative Agent shall promptly notify
each affected Bank thereof.

(c) Notwithstanding anything to the contrary contained herein
and unless the Administrative Agent (in its sole discretion) otherwise
agrees, no Loan may be converted to or continued as a Eurodollar Rate
Loan which has an Interest Period of longer than one month until the date
which is 30 days following the Closing Date.

Section 8.7 Limitations on Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurodollar Rate Loans
hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar
Rate Loans comprising each Eurodollar Tranche shall be equal to
$10,000,000 or a whole multiple of $1,000,000 in excess thereof and (b)
no more than 15 Eurodollar Tranches shall be outstanding at any one time.

Section 8.8 Interest Rates and Payment Dates. (a) Each
Eurodollar Rate Loan shall bear interest for each day during each

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Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Eurodollar Rate Margin.

(b) Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate.

(c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount
shall bear interest at a rate per annum equal to (x) in the case of the
Loans, the rate that would otherwise be applicable thereto pursuant to
the foregoing provisions of this Section plus 2% or (y) in the case of
Reimbursement Obligations, the rate applicable to Base Rate Loans plus
2%, and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any facility fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum equal to the rate then applicable to Base Rate Loans plus
2%, in each case, with respect to clauses (i) and (ii) above, from the
date of such non-payment until such amount is paid in full (as well after
as before judgment).

(d) Interest shall be payable in arrears on (i) with respect
to any Base Rate Loan, the last day of each March, June, September and
December to occur while such Loan is outstanding and the Termination
Date, (ii) with respect to any Eurodollar Rate Loan having an Interest
Period of three months or shorter, the last day of such Interest Period,
(iii) with respect to any Eurodollar Rate Loan having an Interest Period
longer than three months, each day that is three months, or a whole
multiple thereof, after the first day of such Interest Period and the
last day of such Interest Period and (iv) as to any Loan (other than any
Revolving Credit Loan that is a Base Rate Loan and any Swing Line Loan),
the date of any repayment or prepayment made in respect thereof.
Notwithstanding the foregoing, interest accruing pursuant to paragraph
(c) of this Section shall be payable from time to time on demand.

Section 8.9 Computation of Interest and Fees. (a) Interest
payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to Base Rate
Loans the rate of interest on which is calculated on the basis of the
Prime Rate, the interest thereon shall be calculated on the basis of a
365- (or 366-, as the case may be) day year for the actual days elapsed.
Fees and other amounts payable hereunder shall be calculated on the basis
of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Banks of each determination of a Eurodollar
Rate. Any change in the interest rate on a Loan resulting from a change
in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Banks of the effective date and the
amount of each such change in interest rate.

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(b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Banks in the absence of
manifest error. The Administrative Agent shall, at the request of the
Borrower, deliver to the Borrower a statement showing the quotations used
by the Administrative Agent in determining any interest rate pursuant to
Section 8.8(a).

Section 8.10 Inability to Determine Interest Rate. If prior
to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower)
that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from
the Banks which will hold a majority in principal amount of the
Loans to which such Interest Period is to apply that the Eurodollar
Rate determined or to be determined for such Interest Period will
not adequately and fairly reflect the cost to such Banks (as
conclusively certified by such Banks) of making or maintaining
their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof
to the Borrower and the relevant Banks as soon as practicable thereafter.
If such notice is given (x) any Eurodollar Rate Loans under the relevant
Facility requested to be made on the first day of such Interest Period
shall be made as Base Rate Loans, (y) any Loans under the relevant
Facility that were to have been converted on the first day of such
Interest Period to Eurodollar Rate Loans shall be continued as Base Rate
Loans and (z) any outstanding Eurodollar Rate Loans under the relevant
Facility shall be converted, on the last day of then-current Interest
Period, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Rate Loans under the relevant
Facility shall be made or continued as such, nor shall the Borrower have
the right to convert Loans under the relevant Facility to Eurodollar Rate
Loans.

Section 8.11 Pro Rata Treatment and Payments. (a) Each
borrowing by the Borrower from the Banks hereunder, each payment by the
Borrower on account of any facility fee and any reduction of the
Commitments of the Banks shall be made pro rata according to the
respective Term Percentages or Revolving Percentages, as the case may be,
of the relevant Banks.

(b) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Term Loans shall be made
pro rata according to the respective outstanding principal amounts of the
Term Loans then held by the Term Banks. The amount of each principal
prepayment of the Term Loans shall be applied to reduce then remaining
installments of the Term Loans pro rata based upon then remaining

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principal amount thereof. Amounts prepaid on account of the Term Loans
may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower
on account of principal of and interest on the Revolving Loans shall be
made pro rata according to the respective outstanding principal amounts
of the Revolving Loans then held by the Revolving Banks.

(d) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made
prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the relevant Banks, at the
Funding Office, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the relevant Banks
promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Rate Loans) becomes due
and payable on a day other than a Banking Day, such payment shall be
extended to the next succeeding Banking Day. If any payment on a
Eurodollar Rate Loan becomes due and payable on a day other than a
Banking Day, the maturity thereof shall be extended to the next
succeeding Banking Day unless the result of such extension would be to
extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Banking Day. In the
case of any extension of any payment of principal pursuant to the
preceding two sentences, interest thereon shall be payable at then
applicable rate during such extension.

(e) Unless the Administrative Agent shall have been notified
in writing by any Bank prior to a borrowing that such Bank will not make
the amount that would constitute its share of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such
Bank is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If such amount is not
made available to the Administrative Agent by the required time on the
Borrowing Date therefor, such Bank shall pay to the Administrative Agent,
on demand, such amount with interest thereon at a rate equal to the daily
average Federal Funds Rate for the period until such Bank makes such
amount immediately available to the Administrative Agent. A certificate
of the Administrative Agent submitted to any Bank with respect to any
amounts owing under this paragraph shall be conclusive in the absence of
manifest error. If such Bank's share of such borrowing is not made
available to the Administrative Agent by such Bank within three Banking
Days of such Borrowing Date, the Administrative Agent shall also be
entitled to recover such amount with interest thereon at the rate per
annum applicable to Base Rate Loans under the relevant Facility, on
demand, from the Borrower. The failure of any Bank to make the Loan to
be made by it on any date shall not relieve any other Bank of its
obligation, if any, hereunder to make its Loan on such date, but no Bank
shall be responsible for the failure of any other Bank to make any Loan
to be made by such other Bank.

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(f) Unless the Administrative Agent shall have been notified
in writing by the Borrower prior to the date of any payment being made
hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the
Borrower is making such payment, and the Administrative Agent may, but
shall not be required to, in reliance upon such assumption, make
available to the Banks their respective pro rata shares of a
corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Banking Days of such required date,
the Administrative Agent shall be entitled to recover, on demand, from
each Bank to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per
annum equal to the daily average Federal Funds Rate. Nothing herein
shall be deemed to limit the rights of the Administrative Agent or any
Bank against the Borrower.

Section 8.12 Increased Costs and Capital Requirements. (a)
In the event that at any time or from time to time after the date of this
Agreement, any Directive, or a change in any existing or future Directive
(including any change resulting from the operation of any transitional or
phase-in requirements), or in the interpretation or application thereof
by any governmental or judicial authority, or any action pursuant
thereto, or compliance by the Administrative Agent or any Bank or any
Bank Holding Company with any request or Directive imposed or modified by
any central bank or by any other financial, monetary or other
governmental authority:

(i) shall (A) impose, increase, modify or apply any
reserve (including basic, supplemental, marginal and emergency
reserves, but excluding reserve requirements which are
expressly included in the determination of any interest rate
pursuant to the provisions hereof), special deposit,
compulsory loan or similar requirement against assets held by,
or deposits or other liabilities with or for the account of,
or credit extended by, or any other acquisition of funds by,
any office of the Administrative Agent, any Bank or any Bank
Holding Company; or (B) impose on the Administrative Agent,
any Bank or any Bank Holding Company any fee, charge, tax
(other than "Taxes," "Other Taxes," and "Excluded Taxes"
subject to the provisions of 8.13) or condition with respect
to this Agreement, any Note, any Application, any Letter of
Credit, any Commitment or any part thereof, or any sums
outstanding or payable hereunder or thereunder; and the result
of any of the foregoing is to increase the cost to the
Administrative Agent, any Bank or any Bank Holding Company of
making or maintaining such Commitment, or any Eurodollar Rate
Loan or Letter of Credit or to reduce the amount of any sum
received or receivable with respect to such Commitment, any
Eurodollar Rate Loan, any Letter of Credit or any interest,
fees or other sums payable hereunder or under any Note by an
amount deemed by such Bank to be material, then within ten
Banking Days following demand by the Administrative Agent or
such Bank (which demand, if any, shall be made within six

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months following the occurrence of the event or circumstance
giving rise to such increased cost or reduced amount
receivable), the Borrower shall pay with respect to any
affected Commitment (including Eurodollar Rate Loans or
Letters of Credit thereunder), promptly for the account of the
Administrative Agent or such Bank, such additional amount or
amounts as the Administrative Agent or such Bank, in good
faith, certifies in writing to the Borrower (together with
sufficient detail to quantify such additional amount) shall
compensate the Administrative Agent, such Bank or Bank Holding
Company for the amount of such increased cost or reduced
amount receivable, such certification to be conclusive and
binding for all purposes hereof absent manifest error; or

(ii) shall impose, modify or deem applicable any capital
adequacy or similar requirement (including without limitation
a request or requirement which affects the manner in which any
Bank or any Bank Holding Company allocates capital resources
to its commitments, including its obligations hereunder) and
as a result thereof, in the sole opinion of such Bank, the
rate of return on capital of such Bank or Bank Holding Company
as a consequence of its obligations hereunder or in respect of
any Letter of Credit is or will be reduced to a level below
that which such Bank or Bank Holding Company could have
achieved but for such circumstances by an amount deemed by
such Bank to be material, then and in each such case upon
notice to the Borrower through the Administrative Agent (which
notice, if any, shall be made within six months following the
occurrence of the event or circumstance giving rise to such
reduced rate of return), the Borrower shall pay to such Bank
such additional amount or amounts as shall compensate such
Bank for such reduction in rate of return for (A) any
Eurodollar Rate Loans outstanding under any Interest Period
commencing after such notification, (B) any Letters of Credit
with respect to the period after the end of the calendar month
in which such notification was given and (C) any portion of
the affected Bank's Commitment outstanding with respect to the
period after the end of the calendar month in which such
notification was given. If a Bank determines that it may be
entitled to claim any additional amounts pursuant to this
Section during the next succeeding Interest Period or month,
as the case may be, it shall promptly notify, through the
Administrative Agent, the Borrower and each other Bank of the
event by reason of which it has become so entitled together
with sufficient detail to quantify such additional amount. A
certificate as to any such additional amount or amounts
submitted by a Bank, through the Administrative Agent, to the
Borrower and the other Banks shall, in the absence of manifest
error, be final and conclusive. In determining such amount, a
Bank may use any reasonable averaging and attribution methods.

(b) Any Bank claiming any additional amounts payable pursuant
to this Section shall use its reasonable best efforts (consistent with

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its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office, if the making of such a
change would avoid the need for or reduce the amount of, any such
additional amounts which would otherwise be payable hereunder and would
not, in the reasonable judgment of such Bank, be otherwise
disadvantageous to such Bank.

(c) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreement and obligations of the Borrower
contained in this Section 8.12 shall survive the payment in full of the
amounts owing hereunder and under the Notes and the termination of this
Agreement.

Section 8.13 Taxes. (a) Subject to clause (e) below, any
and all payments by the Borrower hereunder shall be made free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, (i) in the case of each Bank and the
Administrative Agent, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Bank or
the Administrative Agent (as the case may be) is organized or any
political subdivision thereof, (ii) in the case of each Bank with respect
to payments made hereunder, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction of such Bank's Applicable
Lending Office, or any political subdivision thereof and (iii) in the
case of each Bank and the Administrative Agent, taxes imposed by the
United States by means of withholding taxes if and to the extent that
such withholding taxes shall be in effect and shall be applicable on the
date hereof under current laws and regulations (including judicial and
administrative interpretations thereof) to payments to be made for the
account of such Bank's Applicable Lending office, or to the
Administrative Agent (all taxes described in subclauses (i), (ii) and
(iii) being referred to as "Excluded Taxes" and all taxes, levies,
imposts, deductions, charges, withholdings and liabilities not described
in subclauses (i), (ii) and (iii) being hereinafter referred to as
"Taxes"). If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder to any Bank or the
Administrative Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) such
Bank or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had not such deductions been
made, (ii) the Borrower shall make such deductions, and (iii) the
Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Law (and shall
be entitled to any "Tax Credit" with respect to such payment pursuant to
clause (i) of this Section).

(b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies (other than Excluded Taxes) which arise from
any payment made hereunder or from the execution, delivery or
registration or filing or recording of, or otherwise with respect to,

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<PAGE>

this Agreement or document delivered hereunder (hereinafter referred to
as "Other Taxes").

(c) The Borrower will indemnify each Bank and the
Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by such Bank or
the Administrative Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly
or legally asserted. This indemnification shall be made within 30 days
from the date such Bank or the Administrative Agent (as the case may be)
makes written demand therefor. If, in the reasonable opinion of the
Borrower or such Bank, any amount has been paid with respect to Taxes or
Other Taxes which are not correctly or legally asserted, such Bank will
cooperate with the Borrower (such cooperation to be without expense or
liability to such Bank) in seeking to obtain a refund of such amount;
provided, that, such Bank shall not be required to cooperate in seeking
to obtain a refund unless (i) if such Bank reasonably requests, the
Borrower has delivered to such Bank an opinion of independent tax counsel
selected by the Borrower and reasonably acceptable to such Bank to the
effect that there is a reasonable possibility of success, (ii) such Bank
has received from the Borrower satisfactory indemnification for any
liability, loss, cost or expense arising out of or relating to the effort
to obtain such refund, and (iii) the Borrower shall have indemnified such
Bank for the payment of such Taxes or Other Taxes pursuant to this clause
(c). Each Bank and the Administrative Agent, as the case may be, will
promptly (within 30 days) notify the Borrower of the assertion of any
liability by any taxing authority with respect to Taxes or Other Taxes
and any payment by such Bank or the Administrative Agent of such Taxes or
Other Taxes; provided, that, the failure to give such notice shall not
relieve the Borrower of its obligations hereunder to make indemnification
for any such liability except that the Borrower shall not be liable for
penalties or interest (x) accruing after such 30 day period until such
time as it receives the notice contemplated above, after which time it
shall be liable for interest and penalties accruing after such receipt or
(y) to the extent that such penalties or interest arise as a direct
result of such failure to give notice.

(d) Within 30 days after the date of any payment of Taxes,
the Borrower will (as to Taxes paid by it) furnish to the Administrative
Agent, at the Agency Office, the original or a certified copy of a
receipt or other evidence satisfactory to the Administrative Agent of
payment thereof.

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the forms prescribed by the Internal Revenue Service (Form 1001 or 4224,
or successor form(s), as the case may be) of the United States certifying
as to such Bank's (if applicable) status for purposes of determining
exemption from United States withholding taxes with respect to all
payments to be made to such Bank hereunder. Unless the Borrower and the
Administrative Agent have received within 10 days after the Borrower or
the Administrative Agent requests such forms or other documents
satisfactory to them indicating that payments hereunder are not subject
to United States withholding tax, the Borrower or the Administrative
Agent (if not withheld by the Borrower) shall withhold taxes from such
payments at the applicable statutory rate, without any obligation to
"gross-up" or make such Bank or the Administrative Agent whole under
clause (a) of this Section, provided, however, that, the Borrower shall
have the obligation to make such Bank or the Administrative Agent whole
and to "gross-up" under clause (a) of this Section, if the failure to so
deliver such forms or make such statements (other than the forms and
statements required to be delivered on or made prior to the Closing Date
or on the effective date of the Assignment and Acceptance Agreement in
the case of an Assignee) is the result of the occurrence of an event
(including, without limitation, any change in Law) which (alone or in
conjunction with other events) renders such forms inapplicable, that
would prevent such Bank or the Administrative Agent from making the
statements contemplated by such forms or which removes or reduces an
exemption (whether partial or complete) from withholding tax previously
available to such Bank or the Administrative Agent. Each Bank (and the
Administrative Agent, if applicable) will promptly notify the Borrower of
the occurrence (when known to it) of an event contemplated by the
foregoing proviso. Upon request of the Borrower, each Bank which is
organized under the laws of the United States or any State thereof shall
provide the Borrower and the Administrative Agent with two duplicates of
a duly completed Form W-9 or successor form.

(f) Any Bank claiming any additional amounts payable pursuant
to this Section shall use its reasonable best efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office, if the making of such a
change would avoid the need for or reduce the amount of, any such
additional amounts which may thereafter accrue and would not, in the
reasonable judgment of such Bank, be otherwise disadvantageous to such
Bank.

(g) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreement and obligations of the Borrower
contained in this Section 8.13 shall survive the payment in full of the
amounts owing hereunder and under the Notes (and the termination of this
Agreement) for a period expiring concurrently with the expiration of the
statute of limitations applicable to claims made by the tax authorities
to collect Taxes or Other Taxes.

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<PAGE>

taxes (whether available by treaty, existing administrative waiver, by
virtue of the location of any Bank's Applicable Lending Office or
otherwise) and (ii) otherwise cooperate with the Borrower to minimize
amounts payable by the Borrower under this Section; provided, however,
that, each Bank and the Administrative Agent shall not be obligated by
reason of this clause (h) to disclose any information regarding its tax
affairs or tax computations or to reorder its tax or other affairs or tax
or other planning.

(i) If any Bank shall receive a credit or refund from a
taxing authority with respect to, and actually resulting from, an amount
of Taxes or Other Taxes actually paid to or on behalf of such Bank by the
Borrower (a "Tax Credit"), such Bank shall promptly notify the Borrower
of such Tax Credit. If such Tax Credit is received by such Bank in the
form of cash, such Bank shall promptly pay to the Borrower the amount so
received with respect to the Tax Credit. If such Tax Credit is not
received by such Bank in the form of cash, such Bank shall pay the amount
of such Tax Credit not later than the time prescribed by applicable Law
for filing the return (including extensions of time) for such Bank's
taxable period which includes the period in which such Bank receives the
economic benefit of such Tax Credit. In any event, the amount of any Tax
Credit payable by a Bank to the Borrower pursuant to this clause (i)
shall not exceed the actual amount of cash refunded to, or credits
received and usable by, such Bank from a taxing authority. In
determining the amount of any Tax Credit, a Bank may use such
apportionment and attribution rules as such Bank customarily employs in
allocating taxes among its various operations and income sources and such
determination shall be conclusive absent manifest error. The Borrower
further agrees promptly to return to a Bank the amount paid to the
Borrower with respect to a Tax Credit by such Bank if such Bank is
required to repay, or is determined to be ineligible for, a Tax Credit
for such amount.

Section 8.14 Indemnity. The Borrower agrees to indemnify
each Bank and to hold each Bank harmless from any loss or expense that
such Bank may sustain or incur as a consequence of (a) default by the
Borrower in making a borrowing of, conversion into or continuation of
Eurodollar Rate Loans after the Borrower has given a notice requesting
the same in accordance with the provisions of this Agreement, (b) default
by the Borrower in making any prepayment of or conversion from Eurodollar
Rate Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment
of Eurodollar Rate Loans (including, without limitation, any prepayment
made pursuant to the provisions of Section 8.5 or 8.15) on a day that is
not the last day of an Interest Period with respect thereto. The amount
to be so indemnified by the Borrower shall be (x) paid to each Bank,
through the Administrative Agent, within ten Banking Days following
demand by such Bank and (y) shall be the amount equal to the excess of
(i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from
the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would

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have commenced on the date of such failure) in each case at the
applicable rate of interest for such Loans provided for herein
(excluding, however, the Eurodollar Rate Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Bank)
that would have accrued to such Bank on such amount by placing such
amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. A certificate as to any amounts payable
pursuant to this Section submitted to the Borrower by any Bank shall be
conclusive in the absence of manifest error. This covenant shall survive
the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

Section 8.15 Additional Action in Certain Events. If any
event or condition described in Section 8.12 or 8.13 has occurred and is
continuing that increases the cost to the Borrower of the Loans,
Commitments or Letters of Credit by any Bank or Banks, the Borrower may
(after paying any accrued amounts required to be paid pursuant to Section
8.12 or 8.13 hereof for the period prior to the taking of such action)
either:

(a) require any Bank so affected by such event or condition
to transfer or assign, in whole (but not in part), without
recourse, its Commitment and Loans hereunder in accordance with the
provisions of Section 14.11(a) to one or more Assignees (which need
not be existing Banks hereunder) identified to it by the Borrower;
provided that (x) no Bank shall be required to assign all or any
portion of its Commitments and Loans pursuant to this Section 8.15
unless and until such Bank shall have received from such Assignees
one or more payments which, in an aggregate, are at least equal to
the aggregate outstanding principal amount of the Loans (other than
CAF Advances) owing to such Bank and all accrued interest and other
amounts owing on account thereof and (y) any CAF Advances owing to
such Bank shall (at the election of the Borrower either remain
outstanding in accordance with their terms (in which case the
Borrower shall remain liable for any such amounts required to be
paid pursuant to Section 7.12 or 7.13) or be prepaid by the
Borrower (together with accrued interest through the date of
prepayment and, in the case of a LIBO Rate CAF Advance, any
"breakage" costs resulting from such prepayment; or

(b) prepay in full the Loans and terminate the Commitment(s)
of any Bank so affected by such event or condition, upon giving the
Administrative Agent and such Bank or Banks at least five Banking
Days' prior irrevocable notice thereof specifying the date of
prepayment and, upon such prepayment and termination, the
Commitment(s) of such affected Bank shall be terminated; provided
that no such prepayment and termination shall be permitted (x)
during such time as an Event of Default (or event which, with the
giving of notice or lapse of time or both, would constitute an
Event of Default) has occurred and is continuing or (y) if, after
giving effect thereto (and to the related reallocation of
participating interests in Swingline Loans and L/C Obligations) the
Total Revolving Extensions of Credit exceed the Total Revolving

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Commitments then in effect. Any such prepayment hereunder shall be
made by the Borrower, without premium, together with interest
thereon and any other amounts payable hereunder, on the date
specified in such notice.

ARTICLE 9. CONDITIONS OF COMMITMENTS

Section 9.1 Conditions Precedent to Closing Date. The
agreement of each Bank to make the initial extension of credit requested
to be made by it hereunder is subject to the satisfaction, prior to or
concurrently with the making of such extension of credit on the Closing
Date, of the following conditions precedent:

(a) Definitive Documentation. The Administrative Agent shall
have received counterparts hereof, duly executed and delivered by
the Borrower, of this Agreement and the Other Agreement.

(b) Secretary's Certificate. The Administrative Agent shall
have received a Secretary's Certificate, executed and delivered by
a duly authorized Secretary or Assistant Secretary of the Borrower,
certifying as to (i) the names and true signatures of the officers
of the Borrower authorized to sign each Credit Document to which it
is a party and the other documents to be delivered by it hereunder,
(ii) the authenticity and completeness of an attached copy of the
Certificate of Incorporation (and each amendment thereto) of the
Borrower, as certified (as of a recent date which is satisfactory
to the Administrative Agent) by the Secretary of State of Delaware
as being a true and complete copy thereof, (iii) the authenticity
and completeness of an attached copy of the By-Laws of the Borrower
and (iv) the authenticity, completeness and continuing effect of
the resolutions of the Borrower's Board of Directors approving each
Credit Document to which the Borrower is a party. Such Secretary's
Certificate shall be in form and substance reasonably satisfactory
to the Administrative Agent and shall be dated as of a date which
is not earlier than the date hereof.

(c) Certificate of Good Standing. The Administrative Agent
shall have received a recent certificate of the Secretary of State
of Delaware listing the Borrower's certificate of incorporation and
each amendment thereto on file in his office and certifying that
(i) such amendments are the only amendments to each such
certificate of incorporation on file in his office, (ii) the
Borrower has paid all franchise taxes to the date of such
Certificate and (iii) the Borrower is duly incorporated and in good
standing under the laws of such jurisdiction.

(d) Certificate of Qualification. The Administrative Agent
shall have received a certificate or equivalent document of the
Secretary of State of the State of New York certifying that the
Borrower has duly qualified to do business in such jurisdiction as
a foreign corporation and is in good standing under such
qualification.

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<PAGE>

(e) Legal Opinion. The Administrative Agent shall have
received a favorable opinion of Howard, Smith & Levin LLP and
Steven M. Woghin, General Counsel to the Borrower, substantially in
the forms of Exhibits D-1 and D-2 hereto.

(f) Termination of Borrower's Existing Credit Facilities.
The Administrative Agent shall have received evidence satisfactory
to it that the Commitments under (and as defined in) each of (i)
the Amended and Restated Credit Agreement, dated as of June 30,
1997, among the Borrower, the banks and other financial
institutions parties thereto, the Co-Agents named therein and
Credit Suisse First Boston, as administrative agent, and (ii) the
Credit Agreement, dated as of June 30, 1997, among the Borrower,
the banks and other financial institutions parties thereto, the Co-
Agents named therein and Credit Suisse First Boston, as
administrative agent, shall have been terminated and that all
amounts then due and payable thereunder are being paid in full with
the proceeds of the Loans hereunder.

(g) Fees. The Banks, the Co-Syndication Agents and the
Administrative Agent shall have received all fees required to be
paid on or before the Closing Date and all expenses for which
invoices have been presented to the Borrower at least three Banking
Days before the Closing Date.

(h) Governmental Approvals. All governmental and third party
approvals, if any, necessary or reasonably requested by the
Administrative Agent in connection with this Agreement and the
transactions contemplated hereby (excluding Hart-Scott-Rodino
approvals and other approvals necessary in connection with the
Acquisition) shall have been obtained and be in full force and
effect. The Administrative Agent shall be satisfied that the
consummation of the Tender Offer and the financing thereof does not
violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

(i) Financial Statements. The Administrative Agent shall
have received (i) audited consolidated financial statements of the
Borrower for the fiscal years ended March 31, 1997 and March 31,
1998, (ii) either (A) if then publicly released, audited
consolidated financial statements of the Borrower for the fiscal
year ended March 31, 1999 or (B) otherwise, unaudited interim
consolidated financial statements of the Borrower for the fiscal
period ended December 31, 1998, (iii) audited consolidated
financial statements of PLATINUM for the fiscal years ended
December 31, 1996, December 31, 1997 and December 31, 1998 and (ii)
unaudited interim consolidated financial statements of PLATINUM for
the quarterly period ended March 31, 1999.

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<PAGE>

the financings contemplated hereby, which estimated pro forma
balance sheet shall be in form and substance reasonably
satisfactory to the Administrative Agent.

(k) Business Plan. The Administrative Agent shall have
received true and correct copies of a business plan of the Borrower
and its Subsidiaries for each fiscal year of the Borrower prior to
the Termination Date, including, without limitation, a (i) written
analysis of the business and prospects of the Borrower and its
Subsidiaries for such period and (ii) the projected consolidated
cash flows and income statements of the Borrower and its
Subsidiaries for such period. Such business plan, written analysis
and financial projections shall be in form and substance reasonably
satisfactory to the Administrative Agent and shall be certified by
a Responsible Officer of the Borrower as (i) having been prepared
in good faith on the basis of the assumptions stated therein and
(ii) being reasonable in light of conditions existing at the time
of delivery of such projections and, in all material respects, on
the Closing Date.

Promptly following the Closing Date, the Administrative Agent shall
deliver (or cause to be delivered) to each Bank a copy of each document,
instrument and agreement provided to the Administrative Agent by the
Borrower pursuant to this Section 9.1.

Section 9.2 Conditions Precedent to Initial Tender Funding
Date. The agreement of each Bank to make (x) any Revolving Extension of
Credit which shall be utilized to finance or refinance (i) payments made
to shareholders of PLATINUM in connection with the Acquisition or (ii)
amounts deposited in the Escrow Account pending consummation of the
Tender Offer or (y) any Term Loan, shall be conditioned upon
satisfaction, prior to or concurrently with the making of such extension
of credit, of the following conditions precedent:

(a) Closing Date. The Closing Date shall have occurred.

(b) Acquisition Documents. The Administrative Agent shall
have received a complete and correct copy of each Acquisition
Document, including, without limitation, all exhibits, schedules
and disclosure letters referred to in each of the foregoing or
delivered pursuant thereto and all amendments thereto, waivers
relating thereto and other side letters or agreements affecting the
terms thereof.

(c) Merger Agreement. The Merger Agreement, including the
Disclosure Schedules thereto, shall (i) have been duly executed and
delivered by the parties thereto, (ii) be in form and substance
reasonably satisfactory to the Administrative Agent and (iii) not
have been amended, supplemented, waived or otherwise modified in
any respect materially adverse to the interests of the Banks,
without the prior written consent of the Administrative Agent.

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(d) No Material Change. There shall have been no material
change in the number of shares (on a fully diluted basis) of, or
the terms of, the capital stock of PLATINUM outstanding; and any
stock purchase rights or other "poison pill" rights of PLATINUM
shall have been redeemed by the Board of Directors of PLATINUM or
the Banks shall be satisfied that they have been invalidated or
otherwise will not be triggered.

(e) Approval of Tender Offer by PLATINUM's Board of
Directors. The Board of Directors of PLATINUM (including of a
majority of the directors holding office as of the date hereof)
shall have approved the Tender Offer prior to the commencement
thereof and shall have recommended to the shareholders of PLATINUM
the acceptance of the Tender Offer, and such approval and
recommendation shall not have been withdrawn.

(f) Tender Offer Made in Accordance with Applicable Law. The
Tender Offer shall have been commenced in accordance with all
applicable Directives and no consent, exemption or other action by,
or notice to or filing with, any governmental authority or other
Person (including Hart-Scott-Rodino approvals and other approvals
necessary in connection with the Acquisition) is necessary in
connection with the execution, delivery, performance or enforcement
of any Tender Offer Document, other than any consents, exemptions,
actions, notices or filings which have been obtained and remain in
full force and effect or for which the failure to make or obtain
would not be reasonably likely to have a Material Adverse Effect.

(g) Borrowings to Fund Escrow Account. In the case of a
borrowing to finance or refinance amounts deposited in the Escrow
Account, the Borrower and PLATINUM shall have entered into an
escrow agreement reasonably satisfactory to the Administrative
Agent with an escrow agent reasonably satisfactory to the
Administrative Agent pursuant to which (i) an account (the "Escrow
Account") will be established and (ii) amounts on deposit in the
Escrow Account will be released to pay the purchase price for
tendered Shares pursuant to the Tender Offer or will be returned to
the Borrower.

(h) Borrowings to Fund Purchase of Shares. In the case of a
borrowing to finance or refinance payments to shareholders of
PLATINUM of the purchase price for tendered Shares, (i) the Tender
Offer shall have been, or concurrently with the making of the Loans
to be made on the Initial Tender Funding Date shall be, consummated
pursuant to and in accordance with the Acquisition Documents, and
(ii) the Administrative Agent shall have received evidence
reasonably satisfactory to it that:

(A) there has been no material change in the number of
issued and outstanding Shares (on a fully diluted basis) since
the date of the Merger Agreement;

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(B) (i) there shall have been validly tendered pursuant
to the Tender Offer and not withdrawn a number of Shares
which, together with the shares then owned by the Borrower and
AcquisitionCo, would represent at least a majority of the
total number of outstanding Shares, assuming the exercise of
all outstanding options, rights and convertible securities (if
any) and the issuance of all Shares that the Company is
obligated to issue, (ii) such tendered Shares shall have been
represented by the shareholders with respect thereto to be
free and clear of all Liens and encumbrances and (iii) such
tendered Shares (together with the Shares owned by the
Borrower and AcquisitionCo) are sufficient to permit the
consummation of the Merger without the affirmative vote of any
other shareholder;

(C) there is not in effect any injunction, restraining
order or other order of any competent governmental authority
purporting to prohibit the consummation of the Tender Offer or
the Merger;

(D) no consent, exemption or other action by, or notice
to or filing with, any governmental authority or other Person
is necessary in connection with the consummation of the Tender
Offer, other than any consents, exemptions, actions, notices
or filings which have been obtained and remain in full force
and effect or for which the failure to make or obtain would
not be reasonably likely to have a Material Adverse Effect;
and

(E) all applicable waiting periods have expired without
any action being taken by any governmental authority which
would prevent, materially restrain or otherwise impose
material adverse conditions on the transactions contemplated
by this Agreement, the Merger Agreement or any Tender Offer
Document or be reasonably likely to have a Material Adverse
Effect.

(i) Legal Opinions. The Administrative Agent shall have
received copies of any legal opinions delivered by counsel to the
Borrower and its Subsidiaries and PLATINUM and its Subsidiaries in
connection with the Acquisition, together with letters from such
counsel indicating that the Administrative Agent and the Banks may
rely upon such opinions as if they were the original addressees
thereof; such legal opinions (if any) and reliance letters shall be
in form and substance reasonably satisfactory to the Administrative
Agent.

Section 9.3 Conditions Precedent to Each Extension of Credit.
The Commitment of each Bank to make each extension of credit (including,
without limitation, the initial extensions of credit) shall be subject to
the further conditions precedent that, on the date of such extension of
credit, the following statements shall be true (and the delivery of a
Notice of Borrowing shall be deemed to constitute a representation and

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warranty by Borrower that on the date of such extension of credit such
statements are true):

(a) The representations and warranties contained in Article
10 of this Agreement are correct in all material respects on and as
of the date of such extension of credit, before and after giving
effect to such extension of credit, and to any other extensions of
credit to be made contemporaneously therewith, and to the
application of the proceeds therefrom, as though made on and as of
such date (except to the extent that such representations and
warranties are specifically limited to a prior date, in which case
such representations and warranties shall be true and correct in
all material respects on and as of such prior date).

(b) No event has occurred and is continuing, or would result
from such extension of credit or from any other extensions of
credit to be made contemporaneously therewith, or from the
application of the proceeds therefrom, which constitutes, or with
the lapse of time or the giving of notice or both would constitute,
an Event of Default.

ARTICLE 10. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Banks to enter into
this Agreement and to make the Loans and issue or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and each Bank that:

Section 10.1 Organization of Credit Parties. Each of the
Borrower and each Material Subsidiary of the Borrower is duly organized
and existing under the Laws of the jurisdiction of its formation, and is
properly qualified to do business and in good standing in, and where
necessary to maintain its rights and privileges has complied with the
fictitious name statute of, every jurisdiction where the failure to
maintain such qualification, good standing or compliance could reasonably
be expected to materially adversely affect the Borrower's ability to
perform its obligations hereunder.

Section 10.2 Authorization of Credit Documents. The
execution, delivery and performance of this Agreement and all other
Credit Documents to which the Borrower is a party are within the
Borrower's corporate powers and have been duly authorized. This
Agreement has been validly executed and delivered on behalf of the
Borrower.

Section 10.3 Government Approvals. (a) No consent,
exemption or other action by, or notice to or filing with, any
governmental authority or other Person is necessary in connection with
the execution, delivery, performance or enforcement of this Agreement or
any other Credit Document, other than (i) any consents, exemptions,
actions, notices or filings which have been obtained and remain in full

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force and effect or (ii) for which the failure to make or obtain would
not be reasonably likely to have a Material Adverse Effect.

Section 10.4 No Conflicts. The execution, delivery and
performance of this Agreement and the other Credit Documents to which the
Borrower and its Subsidiaries are parties, and the consummation of the
transactions contemplated hereby and thereby, will not (a) violate (i)
the certificate of incorporation or by-laws of the Borrower, (ii) any
material Law or (iii) any provision of any contract, agreement, indenture
or instrument to which the Borrower or any Material Subsidiary is a party
or by which any of its properties is bound, other than any such provision
the violation of which would not reasonably be expected to have a
Material Adverse Effect or (b) result in the creation or imposition of
any Lien, except Liens permitted under Section 11.2(a) hereof.

Section 10.5 Enforceability. This Agreement, each Note (if
any) and any Application is a legal, valid and binding agreement of the
Borrower, enforceable against the Borrower in accordance with its terms,
subject to bankruptcy and similar laws affecting the enforcement of
creditors' rights generally and subject to the availability of equitable
remedies where equitable remedies are sought.

Section 10.6 Title to Property. Each of the Borrower and
each Material Subsidiary of the Borrower has good and marketable title to
its properties and assets (other than those properties and assets the
loss of which would not reasonably be expected to have a Material Adverse
Effect) free and clear of all Liens or rights of others, except for Liens
permitted by Section 11.2(a).

Section 10.7 Compliance with Law. Each of the Borrower and
each Material Subsidiary is in compliance with all applicable Laws
(including, without limitation, those relating to hazardous materials or
wastes or hazardous or toxic substances), where the failure to maintain
such compliance could reasonably be expected to have a Material Adverse
Effect.

Section 10.8 No Litigation. Except as disclosed in the notes
to the Borrower's financial statements referred to in Section 10.10,
there is no litigation, investigation or proceeding (including, without
limitation, those alleging violation of any applicable Law relating to
hazardous materials or wastes, or hazardous or toxic substances) of or
before any arbitrator or any governmental or judicial authority which is
pending or, to the knowledge of the Borrower, threatened against the
Borrower or any of its properties or assets, or any Subsidiary of the
Borrower or any of its property or assets, and no preliminary or
permanent injunction or order by a state or Federal Court has been
entered in connection with any Credit Document or any of the transactions
contemplated hereby, which (in any such case) could reasonably be
expected to have a Material Adverse Effect.

Section 10.9 Subsidiaries. Schedule 2 to this Agreement sets
forth a complete and correct description of all Material Subsidiaries of
the Borrower on the date hereof.

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Section 10.10 Financial Information. The most recent
financial statements of the Borrower delivered pursuant to Section
9.1(i), and all other financial information and data furnished in writing
by the Borrower to the Administrative Agent or the Banks in connection
with the transactions contemplated hereby are complete in all material
respects, and such financial statements have been prepared in accordance
with GAAP consistently applied and fairly present in all material
respects the consolidated financial position and results of operations of
the Borrower as of the date thereof (subject, in the case of interim
financial statements, to normal year-end audit adjustments). When
compared to such financial position and results of operation on the date
of such most recent financial statements, there has been no material
adverse change in the Borrower's consolidated financial position or
ability to perform its obligations under this Agreement and the Notes.
Neither the Borrower nor any Subsidiary has any contingent obligations,
liabilities for taxes or other outstanding financial obligations which
are not disclosed in such statements, information and data, other than
(i) those which, if due and payable by the Borrower and its Subsidiaries,
would not have a Material Adverse Effect, (ii) those which have been
disclosed to the Administrative Agent and the Banks in writing and (iii)
amounts owing hereunder.

Section 10.11 Margin Regulations. (a) The Borrower and its
Subsidiaries are not engaged in the business of extending credit for the
purpose of purchasing or carrying Margin Stock and (b) no proceeds of any
Loan will be used in a manner which would violate, or result in a
violation of, such Regulation T, U, or X.

Section 10.12 ERISA. There are no Plans (other than as
permitted by Section 11.2(h)) or Multiemployer Plans.

Section 10.13 Investment Company Act. The Borrower is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.
The Borrower is not a "holding company" or a "subsidiary" of a "holding
company" as defined in the Public Utility Holding Company Act of 1935, as
amended.

Section 10.14 Taxes. The Borrower and each of its Material
Subsidiaries has filed or caused to be filed all United States federal
and other material tax returns which to the knowledge of the Borrower are
required to be filed, and has paid all taxes shown to be due and payable
on said returns or any material assessments made against it or any of its
property and all other material taxes, fees and other charges imposed on
it or on any of its property by any governmental authority (other than
those the amount or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves
and conformity with GAAP have been provided on the books of the Borrower
or its Subsidiaries, as the case may be); and, to the knowledge of the
Borrower, no claims are being asserted with respect to any such taxes,
fees or other charges which could reasonably be expected to have a
Material Adverse Effect.

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Section 10.15 Year 2000. The computer and management
information systems of the Borrower and its Subsidiaries will be
programmed and/or reprogrammed prior to December 31, 1999, such that the
occurrence of January 1, 2000 will not cause malfunctions of such
computer and management information systems which would, in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
cost to the Borrower and its Subsidiaries of such programming and
reprogramming would not reasonably be expected to result in a Default or
a Material Adverse Effect.

ARTICLE 11. COVENANTS OF CREDIT PARTIES

Section 11.1 Affirmative Covenants. So long as any principal
or interest shall be owing hereunder, any Letter of Credit remains
outstanding or any of the Commitments shall remain available hereunder,
the Borrower will, unless the Majority Banks shall otherwise consent in
writing:

(a) Payment of Taxes, Etc. Pay and discharge, and cause each
of its Material Subsidiaries to pay and discharge, before the same
shall become delinquent, (i) all material taxes, assessments and
governmental charges or levies imposed upon it or upon its
property, and (ii) all lawful claims which, if unpaid, might by Law
become a Lien upon its property (other than, in the case of this
clause (ii) only, those Liens which are permitted pursuant to
Section 11.2(a)); provided, however, that neither the Borrower nor
any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment, charge or claim which is being contested in
good faith and by proper proceedings and as to which adequate
reserves have been established.

(b) Maintenance of Insurance. Maintain, and cause each of
its Material Subsidiaries to maintain, or cause to be maintained
for each of its Material Subsidiaries, with responsible and
reputable insurance companies or associations (or through
reasonable and customary programs of self-insurance) insurance in
such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar
properties in the same general areas in which the Borrower or any
such Material Subsidiary operates.

(c) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each Material Subsidiary to preserve and
maintain, (i) its corporate existence, rights (charter and
statutory), and franchises, and (ii) in the case of the Borrower,
ownership and control by the Borrower of all Material Subsidiaries,
and will continue, and cause each Material Subsidiary to continue,
in the business of designing and licensing the use of computer
software products and related technology and others directly
related thereto and employ all of its and their respective assets
in such business and others directly related thereto; provided,
however, that nothing contained in this Section 11.1(c) shall be

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deemed to prohibit any merger or consolidation permitted pursuant
to Section 11.2(b) or any asset sale permitted by Section 11.2(d).

(d) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, with the requirements of all applicable
Laws noncompliance with which could reasonably be expected to have
a Material Adverse Effect.

(e) Visitation Rights. At any time and from time to time
during normal business hours and subject to reasonable advance
notice under the circumstances, permit the Administrative Agent or
any of the Banks or any agents or representatives thereof, to
examine (at the location where normally kept) and make abstracts
from the records and books of account of, and visit the properties
of the Borrower and its Subsidiaries and to discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with any
of their respective officers or directors and discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with its
independent certified public accountants and permit such
accountants to disclose to the Administrative Agent or any of the
Banks any and all financial statements and other reasonably
requested information of any kind that they may have with respect
to the Borrower and its Subsidiaries.

(f) Keeping of Books. Keep, and cause each of its Material
Subsidiaries to keep, proper books of record and account, in which
full and correct entries shall be made of all financial
transactions and the assets and business of the Borrower and its
Subsidiaries in a form such that the Borrower may readily produce
no less frequently than at the end of each of its fiscal quarters,
financial statements on a consolidated basis in accordance with
GAAP consistently applied (subject, in the case of the first three
fiscal quarters of each fiscal year, to year end audit
adjustments).

(g) Maintenance of Properties, Etc. Maintain and preserve,
and cause each of its Material Subsidiaries to maintain and
preserve, all of its material properties which are used or useful
in the conduct of its business in good working order and condition,
ordinary wear and tear excepted, including all material copyrights,
trademarks, service marks, mask works, trade names, brands, patent
rights, processes, designs and other material intellectual
property, and all registrations and applications for registration
thereof, and any licenses with respect to any of the foregoing
which are used or useful in the conduct of its business.

(h) Reporting Requirements. Furnish to the Administrative
Agent and each Bank:

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Borrower and its Subsidiaries as of the end of such quarter
and consolidated statements of income and cash flow of the
Borrower and its Subsidiaries for the period commencing at the
beginning of such fiscal year and ending with the end of such
quarter, all in reasonable detail and duly certified (subject
to year-end audit adjustments) by a Responsible Officer of the
Borrower as having been prepared in accordance with GAAP
consistently applied, together with a Compliance Certificate
as of the end of such fiscal quarter;

(ii) Annual Financial Statements of the Borrower. As
soon as available and in any event within 105 days after the
end of each fiscal year of the Borrower, the consolidated
balance sheets of the Borrower and its Subsidiaries as of the
end of such fiscal year and the consolidated statements of
income and retained earnings and the consolidated statements
of cash flow of the Borrower and its Subsidiaries for such
fiscal year, in the case of such consolidated financial
statements, certified, without material qualifications or
limitations as to scope of the audit, by Ernst & Young or
other independent public accountants of recognized standing
acceptable to the Majority Banks, as having been prepared in
accordance with GAAP, consistently applied, together with a
Compliance Certificate as of the end of such fiscal year;

(iii) Notice of Defaults. As soon as possible and in any
event within five Banking Days after a Responsible Officer of
the Borrower reasonably could be expected to have obtained
knowledge thereof, notice of the occurrence of each Event of
Default and each event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default,
continuing on the date of such statement, together with a
statement of a Responsible Officer of the Borrower setting
forth details of such Event of Default or event and the action
which the Borrower has taken and proposes to take with respect
thereto;

(iv) Shareholder Reports and SEC Filings. Promptly after
the sending or filing thereof, copies of all reports which the
Borrower sends to any of its security holders, and copies of
all reports and registration statements (other than the
Exhibits thereto, which the Borrower shall be required to
provide to the Administrative Agent or a Bank only upon
written request therefor) which the Borrower files with the
Securities and Exchange Commission or any national securities
exchange;

(v) PBGC Notices. Promptly and in any event within two
Banking Days after receipt thereof by the Borrower or any of
its ERISA Affiliates from the Pension Benefit Guaranty
Corporation, copies of each notice received by the Borrower or
any such ERISA Affiliate of the intention of the Pension

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Benefit Guaranty Corporation to terminate any Plan or to have
a trustee appointed to administer any Plan;

(vi) Litigation. Promptly after the commencement
thereof, notice of all actions, suits and proceedings before
any court or governmental department, commission, board,
bureau, agency, or instrumentality domestic or foreign, which
is pending or (to the knowledge of the Borrower) threatened
against the Borrower or any of its Subsidiaries or any of its
properties or assets which would reasonably be expected to
have a Material Adverse Effect;

(vii) Public Debt Rating. Within three Banking Days
following the occurrence of any change therein, a certificate
of a Responsible Officer of the Borrower setting forth the new
Public Debt Rating of the Borrower;

(viii) Additional Information. Such other information
respecting the condition or operations, financial or
otherwise, of the Borrower or any Subsidiary as the Majority
Banks may from time to time reasonably request; and

(ix) Significant Events. Promptly upon any Responsible
Officer of the Borrower obtaining knowledge thereof, a written
statement from a Responsible Officer of the Borrower
describing the details of any circumstance or event which has
had or would reasonably be expected to have a Material Adverse
Effect.

(i) Merger. Cause the Merger to be consummated within 180
days following the later of (A) the Initial Tender Funding Date and
(B) the date upon which the Borrower and its Subsidiaries first
accept Shares for purchase pursuant to the Tender Offer.

Section 11.2 Negative Covenants. So long as any principal or
interest shall be owing hereunder or any of the Commitments shall remain
available hereunder, the Borrower will not, without the written consent
of the Majority Banks:

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Borrower or such Material Subsidiary, as the case may be, in
accordance with GAAP; (vi) carriers', warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising in the
ordinary course of business that are not overdue for more than 30
days or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are
maintained on the books of the Borrower or such Material
Subsidiary, as the case may be, in accordance with GAAP; (vii)
deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business; (viii)
easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business that, in
the aggregate, are not substantial in amount, and that do not in
any case materially detract from the value of the property subject
thereto or interfere with the ordinary conduct of the business of
the Borrower and its Subsidiaries; (ix) Liens in favor of the
United States of America or any other governmental agencies or
entities for amounts paid to the Borrower or any of its
Subsidiaries as progress payments under government contracts
entered into by it; (x) Liens on assets of Persons that become
Subsidiaries after the date hereof, provided that such Liens exist
at the time the respective Persons become Subsidiaries and are not
created in anticipation thereof; (xi) Liens securing Debt of the
Borrower or any Material Subsidiary incurred to finance the
acquisition or improvement of fixed or capital assets or assumed in
connection with the acquisition of such fixed or capital assets,
provided that (A) such Liens shall be created substantially
simultaneously with the acquisition or improvement of such fixed or
capital assets, (B) such Liens do not at any time encumber any
property or assets other than the fixed or capital assets (and
improvements thereon) financed by such Debt, (C) the amount of Debt
secured thereby is not increased, (D) the amount of Debt initially
secured thereby is not more than 100% of the purchase price of such
fixed or capital asset or the cost of such improvement and (E) to
the extent that the amount of Debt initially secured thereby with
respect to any single transaction or related series of transactions
exceeds $125,000,000, the assets so acquired do not constitute all
or substantially all of the assets of the seller and its affiliates
taken as a whole or of any business unit thereof; (xii) Liens on
accounts receivable of the Borrower and its Subsidiaries to secure
Debt incurred thereby on account of accounts receivables
financings; (xiii) Liens granted in any extension, renewal, or
replacement of any of the permitted Liens described above;
provided, however, that the principal amount of Debt secured
thereby shall not exceed the principal amount of Debt so secured at
the time such Lien was originally granted, and that such extension,
renewal or replacement shall be limited to all or part of the
property which secured the Lien so extended, renewed or replaced
(plus improvements and construction on such property), (xiv) Liens
on Margin Stock and (xv) other Liens which secure Debt of the

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Borrower and its Material Subsidiaries in an aggregate principal
amount not to exceed $350,000,000 at any one time outstanding.

(b) Merger and Consolidation. Enter into any merger or
consolidation or permit any Material Subsidiary so to do, except
that, during such time as no Event of Default (or event which with
the giving of notice or lapse of time, or both, would constitute an
Event of Default) has occurred and is continuing, (i) the Borrower
or any of its Subsidiaries may merge or consolidate with any other
Person (other than the Borrower or any of its Subsidiaries, as to
which the provisions of clauses (ii) and (iii) below shall apply);
provided that the Borrower or such Subsidiary is the surviving
entity thereof, (ii) the Borrower may merge or consolidate with any
wholly-owned Subsidiary; provided that the Borrower is the
surviving entity thereof and (iii) any wholly-owned Subsidiary of
the Borrower may merge or consolidate with another wholly-owned
Subsidiary of the Borrower (it being understood that, for purposes
of this clause (iii) only, the existence of directors' and other
nominees' qualifying shares which are not held, directly or
indirectly, by the Borrower shall not, in itself, cause a
Subsidiary to fail to be wholly-owned by the Borrower).
Notwithstanding the foregoing, the Borrower and its Material
Subsidiaries may enter into such mergers and consolidations as are
required by the United States Department of Justice (or other
governmental authority with similar regulatory authority) as a
condition to the consummation of the Acquisition.

(c) Obligations to be Pari Passu. Permit its obligations
under this Agreement and the Notes to rank at any time less than
pari passu as to priority of payment and in all other respects with
all other unsecured and unsubordinated Debt of the Borrower.

(d) Sale of Assets. Sell, lease or otherwise transfer or
dispose, or permit any Material Subsidiary of the Borrower to sell,
lease or otherwise transfer or dispose, of any assets which are
material to the conduct of the business of the Borrower and its
Subsidiaries taken as a whole, other than the sale, transfer or
other disposition of (i) assets from the Borrower to any of its
wholly-owned Subsidiaries or from any wholly-owned Subsidiary of
the Borrower to the Borrower or any other wholly-owned Subsidiary
thereof, (ii) accounts receivable of the Borrower and its
Subsidiaries in connection with the consummation of a receivables
financing permitted by Section 11.2(a)(xii) and (iii) Margin Stock
which is sold, transferred or otherwise disposed of for not less
than its fair market value. Notwithstanding the foregoing, the
Borrower and its Material Subsidiaries may sell, lease, transfer or
dispose of such assets as are required by the United States
Department of Justice (or other governmental authority with similar
regulatory authority) as a condition to the consummation of the
Acquisition.

(e) Fiscal Year. Change its fiscal year.

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(f) Interest Coverage. Permit the ratio of (i) Consolidated
EBITDA of the Borrower and its Subsidiaries for any period of four
consecutive fiscal quarters to (ii) Consolidated Interest Expense
of the Borrower and its Subsidiaries for such period, to be less
than 4.0 to 1.0.

(g) Leverage Ratio. Permit the Test Ratio for any period of
four consecutive fiscal quarters to be greater than 3.25 to 1.0.

(h) ERISA Plans. Create, permit or suffer to exist any Plan
or Multiemployer Plan, or permit any ERISA Affiliate to do so;
provided, however, that the Borrower may permit an ERISA Affiliate
to maintain a Plan if, but only to the extent that, all of the
following conditions are satisfied: (i) such ERISA Affiliate became
an ERISA Affiliate after the date of this Agreement; (ii) such Plan
was in existence on the date the ERISA Affiliate maintaining or
contributing to it became an ERISA Affiliate; (iii) such Plan is
terminated, and the Borrower shall have applied for any necessary
approvals to effect a distribution of all assets of such Plan,
within 180 days of the date upon which such ERISA Affiliate became
an ERISA Affiliate and all of the assets of such Plan are
distributed within 180 days after the Borrower receives all such
approvals; (iv) the aggregate liabilities under Subtitle D of Title
IV of ERISA of the Borrower and its ERISA Affiliates with respect
to such Plans does not, at any time after the date upon which such
ERISA Affiliate becomes an ERISA Affiliate, exceed $25,000,000; (v)
no demand by the Pension Benefit Guaranty Corporation under ERISA
sections 4062, 4063, or 4064 is outstanding against such ERISA
Affiliate on the date it becomes an ERISA Affiliate; and (vi) no
lien described in ERISA section 4068 upon the assets of such ERISA
Affiliate is in existence on the date it becomes an ERISA
Affiliate.

(i) Dividends. To the extent that any Event of Default (or
event which with the giving of notice or lapse of time, or both,
would constitute an Event of Default) has occurred and is
continuing or would result therefrom, declare or pay, or permit any
Subsidiary which is not wholly-owned by the Borrower (other than
directors' and other nominees' qualifying shares) to declare or
pay, any dividend (other than dividends payable solely in common
stock of the Borrower) on, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition
of:

(x) any shares of any class of equity interests of the
Borrower;

(y) any warrants or options to purchase any such equity
interests; or

(z) any subordinated Debt of the Borrower or any of its
Subsidiaries;

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whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Borrower or
any Subsidiary.

(j) Modification of Acquisition Documents. Amend, supplement
or otherwise modify, or permit any Subsidiary to amend, supplement
or otherwise modify, any Acquisition Document in any respect which
could reasonably be expected to have a Material Adverse Effect.

ARTICLE 12. EVENTS OF DEFAULT

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

(a) Payments. The Borrower shall fail to pay any principal
of any of the Loans when the same becomes due and payable, or the
Borrower shall fail to pay interest or other sum due under this
Agreement or any Note or any Reimbursement Obligation within five
Banking Days of the date when the same becomes due and payable; or

(b) Representations and Warranties. Any representation or
warranty made or stated to be deemed to be made by the Borrower
under any Credit Document or in any Compliance Certificate or
Borrowing Certificate shall prove to have been incorrect in any
material respect when made or deemed to be made; or

(c) Covenants. The Borrower or any of its Subsidiaries shall
fail to perform or observe (i) any term, covenant or agreement
contained in Section 11.2(f) or (g) of this Agreement or (ii) any
other term, covenant or agreement contained in this Agreement
(other than any failure to pay, which is subject to clause (a)
above) and (in the case of this clause (ii) only) any such failure
shall remain unremedied for 30 days after written notice thereof
shall have been given to the Borrower by the Administrative Agent
or Banks holding at least 10% of the Total Revolving Commitments
and/or the outstanding Term Loans; or

(d) Other Debts. The Borrower or any of its Material
Subsidiaries shall, either singly or in combination, fail to pay
Debt in excess of $25,000,000 in the aggregate (excluding Debt
specified in clause (a) above) for the Borrower and all such
Material Subsidiaries or Debt owing under the Other Agreement, or
any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise)
and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such
Debt; or any other default under any agreement or instrument
relating to any such Debt, or any other event, shall occur and
shall continue after the applicable grace period, if any, specified
in such agreement or instrument, if the effect of such default or
event is to accelerate, or to permit the acceleration of, the

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maturity of such Debt; or any such Debt shall be declared to be due
and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity
thereof; or

(e) Judgments and Orders. Any judgment or order for the
payment of money in excess of $25,000,000 shall be rendered by a
court of competent jurisdiction against the Borrower or any of its
Material Subsidiaries and such judgment shall not have been
vacated, discharged, stayed or bonded pending appeal within 60 days
from the entry thereof; or

(f) Insolvency or Voluntary Proceedings. The Borrower or any
of its Material Subsidiaries is generally not paying or admits in
writing its inability to pay its debts as such debts become due, or
files any petition or action for relief under any bankruptcy,
reorganization, insolvency, or moratorium Law or any other Law for
the relief of, or relating to, debtors, now or hereafter in effect,
or makes any general assignment for the benefit of creditors, or
takes any corporate action in furtherance of any of the foregoing;
or

(g) Involuntary Proceedings. An involuntary petition is
filed against the Borrower or any Material Subsidiary under any
bankruptcy statute now or hereafter in effect, or a custodian,
receiver, trustee, assignee for the benefit of creditors (or other
similar official) is appointed to take possession, custody or
control of any substantial part of the property of the Borrower or
any of its Material Subsidiaries, and (i) such petition or
appointment is not set aside or withdrawn or otherwise ceases to be
in effect within 60 days from the date of said filing or
appointment, or (ii) an order for relief is entered against the
Borrower or such Material Subsidiary with respect thereto; or

(h) Change of Control. Any Person or "group" (within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended) (i) shall have acquired beneficial ownership of
20% or more of any outstanding class of capital stock of the
Borrower having ordinary voting power in the election of directors
of the Borrower (other than any such Person or "group" which owns
such amount of capital stock on the date of this Agreement) or (ii)
shall obtain the power (whether or not exercised) to elect a
majority of the Borrower's directors, except for any Person that
held such interest or had such power (as the case may be)
continuously from a date which was prior to the date of this
Agreement;

then, and in any such event:

(A) if such event is an event specified in clause (f) or (g)
of this Article 12 with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder
(with accrued interest thereon) and all other amounts owing under

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this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of then outstanding
Letters of Credit shall have presented the documents required
thereunder) and the Notes shall immediately become due and payable;

(B) if such event is any other Event of Default, either or
both of the following actions may be taken: (i) with the consent
of the Majority Banks, the Administrative Agent may, or upon the
request of the Majority Banks, the Administrative Agent shall, by
notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Majority Banks, the Administrative
Agent may, or upon the request of the Majority Banks, the
Administrative Agent shall, by notice to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of
then outstanding Letters of Credit shall have presented the
documents required thereunder) and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and
payable; and

(C) in either such event, the Administrative Agent shall upon
the request, or may with the consent, of the Majority Banks take
such actions hereunder and exercise such rights and remedies
pursuant hereto as the Administrative Agent may deem appropriate.

With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower shall at
such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit. The Borrower hereby grants
to the Administrative Agent, for the benefit of the Issuing Bank and the
L/C Participants, a security interest in such cash collateral to secure
all obligations of the Borrower under this Agreement and the other Credit
Documents. Amounts held in such cash collateral account shall be applied
by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters
of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay other obligations of the Borrower hereunder and under
the Notes. After all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied
and all other obligations of the Borrower hereunder and under the Notes
shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower. The Borrower shall
execute and deliver to the Administrative Agent, for the account of the
Issuing Bank and the L/C Participants, such further documents and
instruments as the Administrative Agent may request to evidence the
creation and perfection of the within security interest in such cash
collateral account.

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Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.

ARTICLE 13. RELATIONSHIP OF ADMINISTRATIVE AGENT AND BANKS

Section 13.1 Authorization and Action. (a) Each Bank hereby
appoints and authorizes the Administrative Agent, as administrative agent
on behalf of such Bank, to take such action and to exercise such powers
hereunder as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto.
As to any (x) matters requiring or permitting an approval, consent,
waiver, election or other action by a specified portion of Banks, (y)
matters as to which, notwithstanding any delegation of authority to the
Administrative Agent, the Administrative Agent has requested and received
instructions from the Majority Banks, and (z) matters not expressly
provided for hereby, the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act
or to refrain from acting only (and shall be fully protected in so acting
or refraining from acting) upon the instructions of the Majority Banks
(or, in the case of matters described in clause (x) above, the specified
portion of the Banks), and such instructions shall be binding upon all
Banks; provided, however, that the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to
personal liability or which is contrary to this Agreement or applicable
Law. The Administrative Agent agrees to give to each Bank prompt notice
of each notice given to it by the Borrower pursuant to the terms hereof.

(b) Each Bank hereby appoints (i) each Co-Agent as a co-agent
on behalf of such Bank and (ii) each Co-Syndication Agent as a co-
syndication agent on behalf of such Bank. Notwithstanding anything to
the contrary contained in this Agreement, the parties hereto hereby agree
that no Co-Agent or Co-Syndication Agent shall have any rights, duties or
responsibilities in its capacity as Co-Agent or Co-Syndication Agent, as
the case may be, and that no Co-Agent or Co-Syndication Agent shall have
the authority to take any action hereunder in its capacity as such.

Section 13.2 Administrative Agent's Reliance, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents,
attorneys or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement except
for its or their own gross negligence or willful misconduct. Without
limiting the generality of the foregoing, the Administrative Agent: (i)
may treat each Bank as the holder of the right to payment of its
outstanding Loans until the Administrative Agent receives and accepts
(together with any required transfer fee) an Assignment and Acceptance
Agreement signed by such Bank and its Assignee in form satisfactory to
the Administrative Agent and otherwise in accordance with the provisions
of this Agreement; (ii) may consult with legal counsel (including counsel
for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such

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counsel, accountants or experts if such counsel, accountants or other
experts are selected without gross negligence or willful misconduct on
the part of the Administrative Agent; (iii) makes no warranty or
representation to any Bank and shall not be responsible to any Bank for
any statements, warranties or representations made in or in connection
with this Agreement; (iv) except to the extent specifically required
under this Agreement, shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Borrower or to inspect
the property (including the books and records) of the Borrower; (v) shall
not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi)
shall incur no liability under or in respect of this Agreement by acting
upon any notice, consent, certificate or other instrument or writing
(which may be by telegram, cable or telex) believed by it in good faith
to be genuine and signed or sent by the proper party or parties unless
such action by the Administrative Agent constitutes gross negligence or
willful misconduct on its part.

Section 13.3 Administrative Agent and Affiliates. With
respect to its Commitment, the Loans made by it and the obligations of
the Borrower owed to it under this Agreement and the Notes as a Bank and
with respect to any Letter of Credit issued or participated in by it, the
Administrative Agent 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 Administrative Agent; and the term "Bank" or "Banks" shall,
unless otherwise expressly indicated, include the Administrative Agent in
its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to, act as trustee under indentures of,
and generally engage in any kind of business with, the Borrower, any of
its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if the
Administrative Agent were not the Administrative Agent and without any
duty to account therefor to the Banks.

Section 13.4 Bank Credit Decision. Each Bank acknowledges
that (a) it has, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement, (b) it will, independently and
without reliance upon the Administrative Agent or any other Bank and
based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not
taking action under this Agreement and (c) the Administrative Agent has
no duty or responsibility, either initially or on a continuing basis, to
provide any Bank with any credit or other information (other than
obtained under the provisions of this Agreement) with respect thereto,
whether coming into its possession before the date hereof or at any time
thereafter.

Section 13.5 Indemnification. Each Bank agrees to indemnify
the Administrative Agent and each Co-Syndication Agent (to the extent not

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reimbursed by the Borrower), ratably according to the ratio of such
Bank's Commitments to the Commitments of all Banks, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the
Administrative Agent or such Co-Syndication Agent in any way relating to
or arising out of this Agreement or any action taken or omitted by the
Administrative Agent or such Co-Syndication Agent, as the case may be,
hereunder, provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent or such Co-
Syndication Agent, as the case may be. Without limiting the foregoing,
each Bank agrees to reimburse the Administrative Agent promptly upon
demand for such Bank's ratable share (based on the proportion of all
Commitments held by such Bank) of any out-of-pocket expenses (including
reasonable counsel fees) incurred by the Administrative 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 to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrower.
The provisions of this Section 13.5 shall survive termination of this
Agreement.

Section 13.6 Successor Administrative Agent. The
Administrative Agent may resign at any time as the Administrative Agent
under this Agreement by giving 30 days' prior written notice thereof to
the Banks and the Borrower. Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Administrative Agent
thereunder (which successor Administrative Agent shall be reasonably
acceptable to the Borrower). If no successor Administrative Agent shall
have been so appointed by the Majority Banks, and shall have accepted
such appointment, within 30 days after the retiring Administrative
Agent's giving of notice of resignation, then the retiring Administrative
Agent may, on behalf of the Banks, appoint a successor Administrative
Agent, which shall (a) be either (i) a commercial bank organized under
the laws of the United States of America or of a state thereof or (ii) an
office of a commercial bank organized under the laws of a jurisdiction
outside of the United States which is located within the United States
and is regulated by the bank regulatory authorities of the United States
or of a state thereof and (b) have a combined capital and surplus of at
least $500,000,000. Unless and until a successor Administrative Agent
shall have been appointed as above provided, the retiring Administrative
Agent shall serve as a caretaker Administrative Agent unless dismissed by
the Majority Banks. Upon the acceptance of any appointment as the
Administrative Agent under this Agreement by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from all duties and obligations of the Administrative
Agent arising thereafter under this Agreement. After any retiring
Administrative Agent's resignation or removal as the Administrative Agent

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under this Agreement, the provisions of this Article 13 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it
was the Administrative Agent hereunder.

ARTICLE 14. MISCELLANEOUS

Section 14.1 Notices. Except as provided in Article 8 with
respect to the matters therein specified, all notices, demands,
instructions, requests, and other communications required or permitted to
be given to, or made upon, any party hereto shall be in writing and
(except for financial statements and other related informational
documents to be furnished pursuant hereto which may be sent by first-
class mail, postage prepaid) shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt requested,
or by overnight courier, or by prepaid telex, telecopy, or telegram (with
messenger delivery specified) and shall be deemed to be given for
purposes of this Agreement on the day that such writing is received by
the Person to whom it is to be sent pursuant to the provisions of this
Agreement. Unless otherwise specified in a notice sent or delivered in
accordance with the foregoing provisions of this Section, notices,
demands, requests, instructions, and other communications in writing
shall be given to or made upon each party hereto at the address (or its
telex or telecopier numbers, if any) set forth (x) in the case of any
Bank on the date hereof, (y) as its address for notices on Schedule 1
hereto, in the case of any Assignee, in the relevant Assignment and
Acceptance Agreement and (z) in the case of the Borrower, beneath its
signature hereto.

Section 14.2 Successors and Assigns. This Agreement shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that (a) the Borrower shall
not assign this Agreement or any of the rights of the Borrower hereunder
or under any Note without the prior written consent of all Banks and the
Administrative Agent (the giving of such consent to be in each Bank's and
the Administrative Agent's sole and absolute discretion), and any such
purported assignment without such consent shall be absolutely void, and
(b) no Bank shall assign this Agreement or any of the rights or
obligations of such Bank hereunder or under any Note except in accordance
with Section 14.11.

Section 14.3 Amendments and Related Matters. Neither this
Agreement or any other Credit Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the
provisions of this Section 14.3. The Majority Banks and the Borrower
may, or (with the written consent of the Majority Banks) the
Administrative Agent and the Borrower may, from time to time, (a) enter
into written amendments, supplements or modifications hereto and to the
other Credit Documents (including amendments and restatements hereof or
thereof) for the purpose of adding any provisions to this Agreement or
the other Credit Documents or changing in any manner the rights of the
Banks or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as may be specified in the instrument of waiver, any

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of the requirements of this Agreement or the other Credit Documents or
any Event of Default (or event which, with the giving of notice or lapse
of time or both, would constitute an Event of Default) and its
consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall:

(i) forgive all or any part of the principal amount or extend the
final scheduled date of maturity of any Loan or Reimbursement
Obligation, extend the scheduled date of any amortization payment
in respect of any Term Loan, reduce the stated rate of any interest
or fee payable hereunder or extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration
date of any Commitment of any Bank, in each case without the
consent of each Bank directly affected thereby;

(ii) amend, modify or waive any provision of this Section or reduce
any percentage specified in the definition of Majority Banks,
consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Credit
Documents, in each case without the consent of all Banks;

(iii) amend, modify or waive any provision of Article 4 without the
written consent of the Swing Line Bank;

(iv) amend, modify or waive any provision of Section 8.11 without
the consent of each Bank directly affected thereby; or

(v) amend, modify or waive any provision of Article 5 without the
consent of the Issuing Bank.

Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Banks and shall be binding upon the
Borrower, the Banks, the Administrative Agent and all future holders of
the Loans and other extensions of credit hereunder. In the case of any
waiver, the Borrower, the Banks and the Administrative Agent shall be
restored to their former position and rights hereunder and under the
other Credit Documents, and any Event of Default (or event which, with
the giving of notice or the lapse of time or both, would constitute an
Event of Default) waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to any subsequent or other Event of
Default (or event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default), or impair any right
consequent thereon. Any such waiver, amendment, supplement or
modification shall be effected by a written instrument signed by the
parties required to sign pursuant to the foregoing provisions of this
Section; provided, that delivery of an executed signature page of any
such instrument by facsimile transmission shall be effective as delivery
of a manually executed counterpart thereof.

Section 14.4 Costs and Expenses; Indemnification. (a)
Expenses. The Borrower agrees to pay on demand (i) all reasonable costs
and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, modification and amendment of this

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Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto and
(ii) all reasonable costs and expenses of the Administrative Agent and
the Banks, if any (including, without limitation, reasonable fees and
expenses of in-house or outside counsel), in connection with the
enforcement (whether through negotiations, legal proceedings or
otherwise) and restructuring of this Agreement, the Notes and the other
documents to be delivered hereunder.

(b) Indemnification. The Borrower agrees to indemnify the
Administrative Agent, each Co-Syndication Agent, each Bank and each
officer, director, Affiliate, employee, agent or representative of the
Administrative Agent, a Co-Syndication Agent or a Bank ("Bank
Indemnitees") and hold each Bank Indemnitee harmless from and against any
and all liabilities, losses, damages, costs, and expenses of any kind
(including the reasonable fees and disbursements of counsel for any Bank
Indemnitee) ("Losses") in connection with any investigative,
administrative, or judicial proceeding, whether or not such Bank
Indemnitee shall be designated a party thereto (but if not a party
thereto, then only with respect to such proceedings where such Bank
Indemnitee (i) is subject to legal process (whether by subpoena or
otherwise) or other compulsion of law, (ii) believes in good faith that
it may be so subject, or (iii) believes in good faith that it is
necessary or appropriate for it to resist any legal process or other
compulsion of law which is purported to be asserted against it), which
may be incurred by any Bank Indemnitee, relating to or arising out of
this Agreement or any of the other Credit Documents, any of the
transactions contemplated hereby or thereby, or any actual or proposed
use of proceeds of Loans or other extensions of credit hereunder;
provided, however, that the foregoing will not apply to any Losses of a
Bank Indemnitee to the extent they are found by a final decision of a
court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Bank Indemnitee.

(c) Survival. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreement and obligations of the
Borrower contained in this Section 14.4 shall survive the payment in full
of the amounts owing hereunder and the termination of this Agreement;
provided that, from and after the date upon which this Agreement is
terminated, any request for indemnity must be provided to the Borrower
within six months following the occurrence of the event giving rise
thereto (or, if the amount of such claim is not then reasonably
determinable, within six months after such amount becomes reasonably
determinable).

Section 14.5 Oral Communications. The Administrative Agent
may, but is not required to, accept and act upon oral communications
which it reasonably believes to be from a Responsible Officer of the
Borrower (or any other natural person designated by such a Responsible
Officer). Any oral communication from the Borrower to the Administrative
Agent (including telephone communications) hereunder shall be immediately
confirmed in writing by the Borrower, but in the event of any conflict

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between any such oral communication and the written confirmation thereof,
such oral communication shall control if the Administrative Agent has
acted thereon prior to actual receipt of written confirmation. The
Borrower shall indemnify the Administrative Agent and hold the
Administrative Agent harmless from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments,
suits, costs, expenses and disbursements of any kind or nature whatsoever
(including attorneys' fees) which arise out of or are incurred in
connection with the making of Loans or taking other action in reliance
upon oral communications, except that the Administrative Agent shall not
be indemnified against its own gross negligence or willful misconduct.

Section 14.6 Entire Agreement. This Agreement and the other
Credit Documents are intended by the parties hereto to be a final and
complete expression of all terms and conditions of their agreement with
respect to the subject matter thereof and supersede all oral negotiations
and prior writings in respect to the subject matter hereof.

Section 14.7 Governing Law. THIS AGREEMENT AND EACH OTHER
CREDIT DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW.

Section 14.8 Severability. The illegality or
unenforceability of any provision of this Agreement or any other Credit
Document shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement or such
Credit Document.

Section 14.9 Counterparts. This Agreement may be executed in
as many counterparts as may be deemed necessary or convenient, and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original but all such counterparts shall
constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement or any other Credit
Document (including, without limitation, any amendment, waiver,
supplement or other modification hereto) by telecopier shall be effective
as delivery of a manually executed counterpart of this Agreement.

Section 14.10 Confidentiality. Unless otherwise required by
any Directive, the Administrative Agent and each Bank agrees not to
disclose to unrelated third parties information clearly marked as
"Confidential" provided to it pursuant to this Agreement, the other
Credit Documents or any Compliance Certificate, except that there shall
be no obligation of confidentiality in respect of (i) any information
which may be generally available to the public or becomes available to
the public through no fault of the Administrative Agent or such Bank;
(ii) communications with actual or prospective participants, or Assignees
which undertake in writing to be bound by this Section 14.10; (iii) any
communications with the Administrative Agent or any Bank; (iv) the
Administrative Agent's or any Bank's directors, officers, employees and
other representatives and agents, and directors, officers, employees and
other representatives and agents of its Affiliates, legal counsel,

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auditors, internal bank examiners and regulatory authorities having
jurisdiction over such Bank, and to the extent necessary or advisable in
its judgment other experts or consultants retained by it, if in the case
of a person or entity other than a director, officer, employee, legal
counsel, auditor or internal bank examiner, the Administrative Agent or
such Bank obtains from such person or entity an undertaking in writing as
to confidentiality substantially identical to this undertaking and (v)
information which is compelled to be disclosed pursuant to legal process
or court order (provided that, to the extent practicable and permitted by
applicable Laws, prompt notice of such compulsion shall be given to the
Borrower in order to permit the Borrower to defend against such
disclosure). The Administrative Agent and each Bank shall be further
permitted to disclose any such confidential information to the extent
relevant (in the reasonable judgment of the Administrative Agent or such
Bank, as the case may be) in connection with any litigation in which the
Borrower is an opposing party (provided that the Administrative Agent or
such Bank, as the case may be, shall request that the court or other
relevant judicial authority take action to maintain the confidentiality
of such information).

Section 14.11 Assignments and Participations. (a)
Assignments. Each Bank may, upon at least five Banking Days' notice to
the Administrative Agent and the Borrower assign to one or more financial
institutions (an "Assignee") all or a portion of its rights and
obligations under this Agreement and its Note (including, without
limitation, all or a portion of its Commitment, and the Loans); provided,
however, that (i) each such assignment shall be of a constant, and not a
varying, percentage of the assigning Bank's rights and obligations under
the relevant Commitment and Note being assigned (it being understood that
any such assignment need not be of a ratable share of the Commitments and
Notes held by the assigning Bank), (ii) unless the Administrative Agent
and the Borrower otherwise consent, the aggregate amount of the
Commitments and (without duplication) Loans of the assigning Bank being
assigned pursuant to each such assignment to an assignee which is not
then a Bank hereunder or an affiliate thereof (determined as of the date
of the Assignment and Acceptance Agreement with respect to such
assignment) shall not be less than $5,000,000 and, unless such assigning
Bank is assigning its entire Term Loan Commitment and Revolving Credit
Commitment, shall not reduce the aggregate amount of the Commitments
retained by such Bank to less than $5,000,000, (iii) each such assignment
shall be to a financial institution, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
approval, acceptance and recording an Assignment and Acceptance
Agreement, together with (except in the case of any assignment made
pursuant to Section 8.15, in which event no such fee shall be due) a
processing and recordation fee of $3,500, and (v) except in the case of
an assignment to an assignee which is a Bank or an affiliate thereof or
an assignment which is made when an Event of Default is continuing, the
Borrower shall consent to such assignment, which consent shall not be
unreasonably withheld. Upon such execution, delivery, approval,
acceptance and recording, from and after the effective date specified in
each Assignment and Acceptance Agreement, (x) the Assignee thereunder
shall be a party hereto as a Bank and, to the extent that rights and

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obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance Agreement, have the rights and obligations of a
Bank hereunder and (y) the Bank assignor thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance Agreement, relinquish its rights and be
released from its obligations under this Agreement and its Note (and, in
the case of an Assignment and Acceptance Agreement, covering all or the
remaining portion of an assigning Bank's rights and obligations under
this Agreement and its Note, such Bank shall cease to be a party hereto).
Notwithstanding anything to the contrary contained herein, no Assignee
shall be entitled to receive compensation under Section 8.12 or 8.13
hereof to the extent that circumstances giving rise to such payment were
in effect on the date of the relevant assignment.

(b) Effect of Assignment. By executing and delivering an
Assignment and Acceptance Agreement, a Bank assignor thereunder and the
Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as expressly provided in such
Assignment and Acceptance Agreement, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection
with this Agreement or any other Credit Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of
this Agreement or any other Credit Document or any other instrument or
document furnished pursuant hereto; (ii) such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to
the financial condition of the Borrower or the performance or observance
by the Borrower of any of its obligations hereunder or any other
instrument or document furnished pursuant hereto or with respect to the
taxability of payments to be made hereunder; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 10.10 and Section 11.1(h)
and such other Credit Documents and other documents and information as it
has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance Agreement; (iv) such Assignee
will, independently and without reliance upon the Administrative Agent,
such assigning Bank or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this
Agreement; (v) such Assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent
by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vi) such Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of
this Agreement are required to be performed by it as a Bank.

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<PAGE>

absent manifest error. The Borrower and the Administrative Agent and the
Banks may treat each Person indicated by the records of the
Administrative Agent to be a Bank hereunder as such for all purposes of
this Agreement. Upon request of the Borrower or any Bank from time to
time, the Administrative Agent shall inform the Borrower or such Bank, as
the case may be, of the identities of the Banks hereunder.

(d) Assignments Recorded. Upon its receipt of an Assignment
and Acceptance Agreement executed by an assigning Bank and an Assignee,
the Administrative Agent shall, if such Assignment and Acceptance
Agreement has been properly completed, and subject to the Borrower's
consent as above provided and payment by the parties thereto of the
requisite processing and recordation fee (i) accept such Assignment and
Acceptance Agreement and (ii) record the information contained therein in
its records.

(e) Participations. Each Bank may sell participations to one
or more Persons in or to all or a portion of its rights and obligations
under this Agreement and its Note (including, without limitation, all or
a portion of its Commitments and the Loans and other extensions of credit
owing to it); provided, however, that (i) such Bank's obligations under
this Agreement and its Note(s) (including, without limitation, its
Commitments to the Borrower hereunder) shall remain unchanged, (ii) such
Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Bank shall remain the owner
of such Loans and other extensions of credit for all purposes of this
Agreement and its Note(s), and (iv) the Borrower, the Administrative
Agent, and the Banks shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this
Agreement and its Note(s), provided, further, to the extent of any such
participation (unless otherwise stated therein and subject to the
preceding and succeeding provisos), the assignee or purchaser of such
participation shall, to the fullest extent permitted by law, have the
same rights and benefits hereunder as it would have if it were a Bank
hereunder; and provided, further, that each such participation shall be
granted pursuant to an agreement providing that the purchaser thereof
shall not have the right to consent or object to any action by the
selling Bank (who shall retain such right) other than an action which
would (i) reduce principal of or interest on any Loan or fees payable
hereunder in which such purchaser has an interest, or (ii) postpone any
date fixed for payment of principal of or interest on any such Loan or
such fees; and provided, further, that notwithstanding anything to the
contrary in this clause (e), the provisions of Sections 8.12 and 8.13
hereof shall apply to the purchasers of participations only to the
extent, if any, that the Bank selling such participation would be
entitled to request additional amounts under such Sections if such Bank
had not sold or assigned such participation.

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<PAGE>

Borrower all or any part of any Loan that such Granting Bank otherwise
would be obligated to make to the Borrower, provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii)
if an SPC elects not to exercise such option to make a Loan or otherwise
fails to provide all or any part thereof, the Granting Bank shall remain
obligated to make such Loan pursuant to the terms hereof. The making of
a Loan by an SPC hereunder shall be deemed to constitute a utilization of
the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by the Granting Bank. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain
with the related Granting Bank). In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day
after the payment in full of all outstanding senior indebtedness of any
SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or similar proceedings
under the laws of the United States or any State thereof with respect to
obligations arising hereunder or under any other Credit Document. In
addition, notwithstanding anything to the contrary contained in Section
14.10 or this Section 14.11, any SPC may (i) with notice to, but without
the prior written consent of, the Borrower or the Administrative Agent
and without paying any processing fee therefor, assign all or a portion
of its interests in any Loans to its Granting Bank and (ii) disclose
(subject to a written agreement by the recipient to maintain the
confidentiality thereof) any non-public information relating to its Loans
to any rating agency, commercial paper dealer or provider of a surety,
guarantee or credit or liquidity enhancement to such SPC.
The provisions of Sections 8.12 and 8.13 hereof shall apply to an SPC
only to the extent, if any, that the relevant Granting Bank would be
entitled to request additional amounts under such Sections if the SPC had
not undertaken the funding obligation of such Granting Bank.

(g) Assignment to Federal Reserve Bank. Anything herein to
the contrary notwithstanding, each Bank shall have the right to assign or
pledge from time to time any or all of its Commitment, Loans or other
rights hereunder to any Federal Reserve Bank.

Section 14.12 Waiver of Trial by Jury. THE BORROWER, THE
BANKS, AND THE ADMINISTRATIVE AGENT, TO THE MAXIMUM EXTENT THEY MAY
LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR
WITH RESPECT TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS, OR IN ANY WAY
CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE
PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE OTHER CREDIT
DOCUMENTS, THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT
HEREOF OR THEREOF, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY
LEGALLY DO SO, THE BORROWER, THE BANKS AND THE ADMINISTRATIVE AGENT
HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR
PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY

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<PAGE>

PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
14.12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER
PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

Section 14.13 Choice of Forum and Service of Process. The
Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action
or proceeding relating to this Agreement and the other Credit
Documents to which it is a party, or for recognition and
enforcement of any judgement in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any
thereof;

(b) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail),
postage prepaid, to the Borrower at its address set forth under its
signature hereto or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

(c) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and

(d) consents that any action or proceeding described in
Section 14.13(a) may be brought in the Courts of the State of New
York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof, and
waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same.

Section 14.14 Remedies. The remedies provided to the
Administrative Agent and the Banks herein are cumulative and are in
addition to, and not in lieu of, any remedies provided by law. To the
maximum extent permitted by law, remedies may be exercised by the
Administrative Agent or any Bank successively or concurrently, and the
failure to exercise any remedy shall not constitute a waiver thereof, nor
shall the single or partial exercise of any remedy preclude any other or
further exercise of such remedy or any other right or remedy.

Section 14.15 Right of Set-Off. Upon the occurrence and
during the continuance of any Event of Default, each Bank is hereby
authorized at any time and from time to time, to the fullest extent
permitted by law, to set-off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the
account of the Borrower against an equivalent amount of the amounts owing
to such Bank hereunder which are then due and payable, irrespective of

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<PAGE>

whether or not such Bank shall have made any demand under this Agreement.
Each Bank agrees promptly to notify the Borrower and the Administrative
Agent after any such set-off and application is made by such Bank,
provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Bank under
this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Bank may have.

Section 14.16 Effectiveness. This Agreement shall become
effective on the date (which date shall occur on or before the Closing
Date) upon which the Administrative Agent shall have received
counterparts of this Agreement, duly executed by the Borrower and the
Banks listed on the signature pages hereof.

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 above written.

COMPUTER ASSOCIATES INTERNATIONAL,
INC., a Delaware corporation

By________________________________
Title:

Address for Notices:

One Computer Associates Plaza
Islandia, New York, 11788-7000
Attn: Treasurer
Telecopier: (516) 342-4854
Telex: 981-393

with a copy (other than in the case
of administrative notices) to:

Attn: General Counsel
Telecopier: (516) 342-4866

CREDIT SUISSE FIRST BOSTON, as the
Administrative Agent

By________________________________
Title:

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<PAGE>

BANC OF AMERICA SECURITIES LLC, as a Co-
Syndication Agent

By________________________________
Title:

CHASE SECURITIES INC., as a Co-Syndication
Agent

By________________________________
Title:

CREDIT SUISSE FIRST BOSTON, as a Bank

By________________________________
Title:

THE CHASE MANHATTAN BANK, as a Managing
Agent and as a Bank

By________________________________
Title:

NATIONSBANK, N.A., as a Managing Agent and
as a Bank

By________________________________
Title:

THE BANK OF NOVA SCOTIA, as a Managing
Agent and as a Bank

By________________________________
Title:

-77-

<PAGE>

BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as
a Managing Agent and as a Bank

By________________________________
Title:

COMMERZBANK AKTIENGESELLSCHAFT, as a
Managing Agent and as a Bank

By________________________________
Title:

CREDIT LYONNAIS NEW YORK BRANCH, as a
Managing Agent and as a Bank

By________________________________
Title:

DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK AG, New York
Branch, as a Managing Agent and as a Bank

By________________________________
Title:

FLEET BANK, N.A., as a Managing Agent and
as a Bank

By________________________________
Title:

-78-

<PAGE>

BAYERISCHE HYPO- UND VEREINSBANK, AG,
New York Branch, as a Managing Agent and as
a Bank

By________________________________
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
New York Branch, as a Managing Agent and as
a Bank

By________________________________
Title:

MELLON BANK, N.A., as a Managing Agent and
as a Bank

By________________________________
Title:

ROYAL BANK OF CANADA, as a Co-Agent and as
a Bank

By________________________________
Title:

WACHOVIA BANK, N.A., as a Co-Agent and as a
Bank

By________________________________
Title:

ABN AMRO BANK N.V.

By________________________________
Title:

-79-

<PAGE>

LaSALLE BANK, N.A.

By________________________________
Title:

THE DAI-ICHI KANGYO BANK, LTD.

By________________________________
Title:

THE FIRST NATIONAL BANK OF CHICAGO

By________________________________
Title:

FIRST UNION NATIONAL BANK

By________________________________
Title:

THE SANWA BANK, LIMITED, New York Branch

By________________________________
Title:

BBL INTERNATIONAL (U.K.) LIMITED

By________________________________
Title:

BANCA COMMERCIALE ITALIANA, New York Branch

By________________________________
Title:

-80-

<PAGE>

BANCA NAZIONALE DEL LAVORO S.p.A. -
New York Branch

By________________________________
Title:

BANQUE NATIONALE DE PARIS, New York

By________________________________
Title:

HSBC BANK USA

By________________________________
Title:

PARIBAS

By________________________________
Title:

ISTITUTO BANCARIO SAN PAOLO DI TORINO
ISTITUTO MOBILIARE ITALIANO SPA

By________________________________
Title:

-81-

<PAGE>

SUNTRUST BANK, ATLANTA

By________________________________
Title:

BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC.

By________________________________
Title:

BANK HAPOALIM B.M.

By________________________________
Title:

BANK OF MONTREAL

By________________________________
Title:

BANCA POPOLARE DI MILANO, New York Branch

By________________________________
Title:

CHANG HWA COMMERCIAL BANK, LTD., New York
Branch

By________________________________
Title:

-82-

<PAGE>

MERITA BANK PLC

By________________________________
Title:

THE MITSUBISHI TRUST AND BANKING
CORPORATION

By________________________________
Title:

THE SUMITOMO BANK, LTD.

By________________________________
Title:

ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG

By________________________________
Title:

CHIAO TUNG BANK CO., LTD., New York Agency

By________________________________
Title:

BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
NASSAU BRANCH

By________________________________
Title:

-83-

<PAGE>

SUMMIT BANK

By________________________________
Title:

-84-

<PAGE>

Schedule 1

Commitment Schedule

A. Agency Office: 11 Madison Avenue
New York, New York 10010
Attention: Syndications Agency
Telecopier: (212) 325-8304

B. Banks: (Listed Below)

Term Loan Revolving
Bank Commitment Commitment Address for Notices
---- ---------- ---------- -------------------

Credit $184,444,444.44 $92,222,222.22 11 Madison Avenue
Suisse New York, New York 10010
First Attn: Chris Horgan
Boston Telecopier: 212/325-8309

Nations- 155,555,556.56 77,777,778.78 901 Main Street - 67th
Bank, N.A. Floor
Dallas, Texas 75202
Attn: Sharon Ellis
Telecopier: 214/209-0980

The Chase 155,555,556.56 77,777,778.78 395 North Service Road
Manhattan Melville, New York 11747
Bank Attn: Phyllis Sawyer
Telecopier: 516/755-0141

The Bank of 100,000,000.00 50,000,000.00 One Liberty Plaza
Nova Scotia New York, New York 10006
Attn: Roger Chu
Telecopier: 212/225-5090

Bank of 100,000,000.00 50,000,000.00 1251 Avenue of the Americas
Tokyo New York, New York 10020
Mitsubishi Attn: Jim Brown
Trust Telecopier: 212/782-6445
Company

Commerzbank 100,000,000.00 50,000,000.00 2 World Financial Center
Aktien- New York, New York 10281
gesell- Attn: Andrew P. Lusk
schaft Telecopier: 212/266-7594

Credit 100,000,000.00 50,000,000.00 1301 Avenue of the Americas
Lyonnais New York, New York 10019
Attn: Judy Domkowski
Telecopier: 212/459-3179

-1-

<PAGE>

Term Loan Revolving
Bank Commitment Commitment Address for Notices
---- ---------- ---------- -------------------

DG Bank 100,000,000.00 50,000,000.00 609 Fifth Avenue
Deutsche New York, New York 10017
Genossen- Attn: Sabine Wendt
shaftsbank Telecopier: 212/745-1556
AG

Fleet Bank, 100,000,000.00 50,000,000.00 300 Broad Hollow Road
N.A. Melville, New York 11747
Attn: Magda Hayden
Telecopier: 516/547-7815

Bayerische 100,000,000.00 50,000,000.00 150 East 42nd Street
Hypo- und New York, New York 10017
Vereinsbank Attn: Marianne Weinzinger
AG Telecopier: 212/672-5530

The 100,000,000.00 50,000,000.00 1251 Avenue of the Americas
Industrial New York, New York 10020-
Bank of 1104
Japan, Ltd. Attn: Wayne Wright
Telecopier: 212/282-4488

Mellon Bank 100,000,000.00 50,000,000.00 1735 Market Street - 7th
Floor
Philadelphia, Pennsylvania
19103
Attn: J. Wade Bell
Telecopier: 215-553-4899

Royal Bank 66,666,666.67 33,333,333.33 One Liberty Plaza
of Canada New York, New York 10006
Attn: Steven Yoon
Telecopier: 212/428-6460

Wachovia 66,666,666.67 33,333,333.33 191 Peachtree Street, N.E.
Bank, N.A. Atlanta, Georgia 30303
Attn: William Christie
Telecopier: 404/332-6898

ABN-AMRO 22,222,222.22 11,111,111.11 208 South LaSalle Street
Bank N.V. Chicago, Illinois 60604-
1003
Attn: Credit
Administration
Telecopier: 312/992-5111

LaSalle 22,222,222.22 11,111,111.11 135 South LaSalle Street
Bank, N.A. Chicago, Illinois 60603
Attn: John McGuire
Telecopier: 312/904-4660

-2-

<PAGE>

Term Loan Revolving
Bank Commitment Commitment Address for Notices
---- ---------- ---------- -------------------

The Dai- 33,333,333.33 16,666,666.67 1 World Trade Center -
Ichi Kangyo Suite 4911
Bank, Ltd. New York, New York 10048
Attn: Nelson Chang
Telecopier: 212/912-1879

The First 33,333,333.33 16,666,666.67 153 West 51st Street
National New York, New York 10019
Bank of Attn: Andrea S. Kantor
Chicago Telecopier: 212/373-1180

First Union 33,333,333.33 16,666,666.67 300 Main Street
National Stamford, Connecticut
Bank 06904
Attn: Christopher Strauss
Telecopier: 203/969-2529

The Sanwa 33,333,333.33 16,666,666.67 55 East 52nd Street
Bank, New York, New York 10055
Limited Attn: Jean-Michel Fatovic
Telecopier: 212/754-1304

BBL Inter- 22,222,222.22 11,111,111.11 6 Broadgate
national London EC2M 2AJ, England
(U.K.) Attn: Pim Van Wesel
Limited Telecopier: 011-44-171-
392-5549

Banca 22,222,222.22 11,111,111.11 One William Street
Commerciale New York, New York 10004
Italiana Attn: Tom McCullough
Telecopier: 212/809-2124

Banca 22,222,222.22 11,111,111.11 25 West 51st Street
Nazionale New York, New York 10019
del Lavoro Attn: Giulio Giovine
SpA Telecopier: 212/765-2978

Banque 22,222,222.22 11,111,111.11 499 Park Avenue
Nationale New York, New York 10022
de Paris Attn: Robert S. Taylor,
Jr.
Telecopier: 212/415-9606

HSBC Bank 22,222,222.22 11,111,111.11 140 Broadway - 4th Floor
USA New York, New York 10005-
1196
Attn: Anna Yuen
Telecopier: 212/658-5109

-3-

<PAGE>

Term Loan Revolving
Bank Commitment Commitment Address for Notices
---- ---------- ---------- -------------------

Paribas 22,222,222.22 11,111,111.11 787 Fifth Avenue
New York, New York 10019
Attn: Shayn March
Telecopier: 212/841-3049

Istituto 22,222,222.22 11,111,111.11 245 Park Avenue
Bancario New York, New York 10167
San Paolo Attn: Robert Wurster
di Torino Telecopier: 212/692-3178
Istituto
Mobiliare
Italiano
SpA

SunTrust 22,222,222.22 11,111,111.11 711 Fifth Avenue
Bank, New York, New York 10022
Atlanta Attn: May Smith
Telecopier: 212/371-9386

BankAustria 15,555,555.56 7,777,777.78 2 Greenwich Plaza
Credit- Greenwich, CT 06830
anstalt Attn: Frederic W. Hall
Corporate Telecopier: 203/861-0297
Finance,
Inc.

Bank 11,111,111.11 5,555,555.56 1177 Avenue of the Americas
Hapoalim New York, New York 10036
Attn: Marc Bosc
Telecopier: 212/782-2187

Bank of 11,111,111.11 5,555,555.56 430 Park Avenue
Montreal New York, New York 10022
Attn: Brian Banke
Telecopier: 212/605-1455

Banca 11,111,111.11 5,555,555.56 375 Park Avenue - 9th Floor
Popolare di New York, New York 10152
Milano Attn: Fulvio Montanari
Telecopier: 212/838-1077

Chang Hwa 11,111,111.11 5,555,555.56 One World Trade Center -
Commercial Suite 3211
Bank, Ltd. New York, New York 10048
Atn: Kevin Lee
Teleopier: 212/390-0120

Merita Bank 11,111,111.11 5,555,555.56 437 Madison Avenue
Plc New York, New York 10022
Attn: Clifford Abramsky
Telecopier: 212/318-9318

-4-

<PAGE>

Term Loan Revolving
Bank Commitment Commitment Address for Notices
---- ---------- ---------- -------------------

The 11,111,111.11 5,555,555.56 520 Madison Avenue
Mitsubishi New York, New York 10022
Trust and Attn: Toshihiro Hayashi
Banking Telecopier: 212/644-6825
Group

The 11,111,111.11 5,555,555.56 277 Park Avenue
Sumitomo New York, New York 10172
Bank, Attn: Edward McColly
Limited Telecopier: 212/224-4384

Erste Bank 8,888,888.89 4,444,444.44 280 Park Avenue
Der Oester- 32nd Floor, West Building
reichischen New York, New York 10017
Sparkassen Attn: Rima Terradista
AG Telecopier: 212/984-5267

Chiao Tung 4,444,444.44 2,222,222.22 1 World Financial Center -
Bank Co., 30th Floor
Ltd. New York, New York 10281
Attn: Ifen Lee
Telecopier: 212/285-2922

Banco 4,444,444.44 2,222,222.22 320 Park Avenue - 29th
Espirito Floor
Santo e New York, New York 10022
Comercial Attn: Andrew M. Orsen
de Lisboa Telecopier: 212/750-3999

Summit Bank 4,444,444.44 2,222,222.22 301 Carnegie Center
Princeton, New Jersey 08543
Attn: Gary Tyrrell
Telecopier: 609/987-3666

$2,000,000,000 $1,000,000,000
============== ==============

-5-

<PAGE>

Schedule 2

Material Subsidiaries

Name Jurisdiction

Computer Associates GmbH Germany
Computer Associates plc United Kingdom

-1-

<PAGE>

Exhibit A

FORM OF
ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Credit Agreement, dated as of May 26,
1999 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), by and between Computer Associates
International, Inc., a Delaware corporation ("Borrower"), the banks and
other financial institutions parties thereto (the "Banks"), the Co-Agents
named therein, the Co-Syndication Agents named therein and Credit Suisse
First Boston, as administrative agent for the Banks (in such capacity,
"the Administrative Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "Assignee") agree
as follows:

(a) The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, as of the Effective Date (as defined below), the interest
described in Schedule 1 hereto (the "Assigned Interest") in and to the
Assignor's rights and obligations under the Credit Agreement with respect
to those credit facilities contained in the Credit Agreement as are set
forth on Schedule 1 hereto (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on Schedule 1 hereto.

(b) The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or
with respect to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other
Credit Document or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse claim
upon the interest being assigned by it hereunder and that such interest
is free and clear of any such adverse claim; (b) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower, any of its Subsidiaries or any other obligor
or the performance or observance by the Borrower, any of its Subsidiaries
or any other obligor of any of their respective obligations under the
Credit Agreement or any other Credit Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any Notes
held by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached
Notes for a new Note or Notes payable to the Assignee and (ii) if the
Assignor has retained any interest in the Assigned Facility, requests
that the Administrative Agent exchange the attached Notes for a new Note

-1-

<PAGE>

or Notes payable to the Assignor, in each case in amounts which reflect
the assignment being made hereby (and after giving effect to any other
assignments which have become effective on the Effective Date).

(c) The Assignee (a) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance; (b)
confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements delivered pursuant to Section
10.10 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (c) agrees that it will, independently
and without reliance upon the Assignor, the Administrative Agent or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Administrative Agent to take
such action as administrative agent on its behalf and to exercise such
powers and discretion under the Credit Agreement, the other Credit
Documents or any other instrument or document furnished pursuant hereto
or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement
and will perform in accordance with its terms all the obligations which
by the terms of the Credit Agreement are required to be performed by it
as a Bank including, if it is organized under the laws of a jurisdiction
outside the United States, its obligations pursuant to Section 8.13 of
the Credit Agreement.

(d) The effective date of this Assignment and Acceptance
shall be the Effective Date of Assignment described in Schedule 1 hereto
(the "Effective Date"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to
the Credit Agreement, effective as of the Effective Date (which shall
not, unless otherwise agreed to by the Administrative Agent, be earlier
than five Banking Days after the date of such acceptance and recording by
the Administrative Agent).

(e) Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have
accrued to the Effective Date and to the Assignee for amounts which have
accrued subsequent to the Effective Date. The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative
Agent for periods prior to the Effective Date or with respect to the
making of this assignment directly between themselves.

(f) From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Bank
thereunder and under the other Credit Documents and shall be bound by the

-2-

<PAGE>

provisions thereof and (b) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released
from its obligations under the Credit Agreement.

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

IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above
written by their respective duly authorized officers on Schedule 1
hereto.

-3-

<PAGE>

Schedule 1
to Assignment and Acceptance

Name of Assignor: _____________________________________________

Name of Assignee: _____________________________________________

Effective Date of Assignment: _________________________________

Credit Principal Commitment Percentage
Facility Assigned Amount Assigned Assigned<F1>
----------------- --------------- ---------------------

$_______________ __.______%

[Name of Assignee] [Name of Assignor]

By: ___________________________ By: ___________________________
Title: Title:

Address for Notices:
________________________________
________________________________
________________________________

Accepted: [Consented To:

CREDIT SUISSE FIRST BOSTON, as COMPUTER ASSOCIATES
Administrative Agent INTERNATIONAL, INC.

By: ___________________________ By: ___________________________
Title: Title:]

_____________________
[FN]
<F1> Calculate the Commitment Percentage that is assigned to at least 15
decimal places and show as a percentage of the aggregate
commitments of all Banks.

-1-

<PAGE>

Exhibit B

FORM OF
COMPLIANCE CERTIFICATE

To the Banks and the Administrative Agent
Referenced Below

The undersigned hereby certifies that:

1. This Compliance Certificate is being delivered pursuant
to Section 11.1(h) of that certain Credit Agreement, dated as of May 26,
1999 (as the same may have been amended to the date hereof, the "Credit
Agreement"), by and between Computer Associates International, Inc., a
Delaware corporation ("Borrower"), the banks and other financial
institutions parties thereto (the "Banks"), the Co-Agents named therein,
the Co-Syndication Agents named therein and Credit Suisse First Boston,
as administrative agent for the Banks (in such capacity, "the
Administrative Agent"). Any and all initially capitalized terms used
herein have the meanings ascribed thereto in the Credit Agreement unless
otherwise specifically defined herein.

2. The undersigned is a Responsible Officer of the Borrower
with the title set forth below his signature hereon.

3. The undersigned has reviewed the terms of the Credit
Agreement and the other Credit Documents with a view toward determining
whether the Borrower has complied with the terms thereof in all material
respects, has made, or has caused to be made under his supervision, a
review in reasonable detail of the transactions and condition of the
Borrower and its Subsidiaries as of ________, 19__, and such review has
disclosed that, as of such date, no event has occurred and is continuing
which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both.

4. The ratio of (i) Consolidated EBITDA of the Borrower and
its Subsidiaries to (ii) Consolidated Interest Expense of the Borrower
and its Subsidiaries for purposes of the calculation of compliance with
the covenant set forth in Section 11.2(f) is ________ to 1.0, as
demonstrated in reasonable detail by the calculations set forth on
Schedule I hereto.

5. The Test Ratio for purposes of the calculation of
compliance with the covenant set forth in Section 11.2(g) is ________ to
1.0, as demonstrated in reasonable detail by the calculations set forth
on Schedule I hereto.

-1-

<PAGE>

I hereby certify the foregoing information to be true and
correct in all material respects and execute this Compliance Certificate
this ____ day of ________, 19__.

_____________________________
Name:
Title:

-2-

<PAGE>

Exhibit C-1

FORM OF
NOTICE OF BORROWING (DRAWINGS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

This Notice of Borrowing is given pursuant to Section 2.2,
Section 3.2 or Section 4.2, as applicable, of that certain Credit
Agreement, dated as of May 26, 1999 (as the same may have been amended to
the date hereof, the "Credit Agreement"), by and between Computer
Associates International, Inc., a Delaware corporation, the banks and
other financial institutions parties thereto (the "Banks"), the Co-Agents
named therein, the Co-Syndication Agents named therein and Credit Suisse
First Boston, as administrative agent (in such capacity, the "the
Administrative Agent") for the Banks. Any and all initially capitalized
terms used herein have the meanings ascribed thereto in the Credit
Agreement unless otherwise specifically defined herein.

The undersigned hereby (one checked as applicable) :

[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the making of a (one checked as applicable):

[ ] Term Loan
[ ] Revolving Loan
[ ] Swingline Loan

under the Credit Agreement as follows:

1. Date of Loan. The requested date of the proposed Loan is
___________, 19__.

2. Amount of Loan. The requested aggregate amount of the
proposed Loan is: $___________.

-1-

<PAGE>

3. Rate Option and Interest Period. The requested rate
option and (if applicable) Interest Period for the proposed Loan is ((a)
or (b) checked as applicable):

[ ] (a) The Eurodollar Rate<F2>, as described below:

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

Interest Period (one Interest Period (one Interest Period (one
checked as applicable): checked as applicable): checked as applicable):
[ ] 1 month [ ] 1 month [ ] 1 month
[ ] 2 months [ ] 2 months [ ] 2 months
[ ] 3 months [ ] 3 months [ ] 3 months
[ ] 6 months [ ] 6 months [ ] 6 months
[ ] 9 months [ ] 9 months [ ] 9 months
[ ] 12 months [ ] 12 months [ ] 12 months

[ ] (b) The Base Rate, with respect to $__________ of
the proposed Loan.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By __________________________________
Its

Dated: ____________________

________________________
[FN]
<F2> Not available for Swingline Loans

-2-

<PAGE>

Exhibit C-2

FORM OF
NOTICE OF BORROWING (CONTINUATIONS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

This Notice of Borrowing is given pursuant to Section 8.6 of
that certain Credit Agreement, dated as of May 26, 1999 (as the same may
have been amended to the date hereof, the "Credit Agreement"), by and
between Computer Associates International, Inc., a Delaware corporation,
the banks and other financial institutions parties thereto (the "Banks"),
the Co-Agents named therein, the Co-Syndication Agents named therein and
Credit Suisse First Boston, as administrative agent (in such capacity,
the "the Administrative Agent") for the Banks. Any and all initially
capitalized terms used herein have the meanings ascribed thereto in the
Credit Agreement unless otherwise specifically defined herein.

The undersigned hereby (one checked as applicable):

[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the continuation of a Eurodollar Rate Loan under the
Credit Agreement as follows:

1. Facility. Such Eurodollar Rate Loan is a:
[ ] Term Loan
[ ] Revolving Loan

2. Maturity Date. The last day of the Interest Period
presently applicable to such Eurodollar Rate Loan is ________, 19__.

3. Amount to be Continued. The requested aggregate amount
of such Eurodollar Rate Loan to be continued is: $________.

-1-

<PAGE>

4. Interest Period. The Interest Period for the proposed
continuation is:

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

Dated: ________, 19__.
COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By ______________________________
Its

-2-

<PAGE>

Exhibit C-3

FORM OF
NOTICE OF BORROWING (CONVERSIONS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

The undersigned hereby (one checked as applicable):

[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the continuation of a Eurodollar Rate Loan under the
Credit Agreement as follows:<F3>

A. Conversion from Base Rate Loan to Eurodollar Rate Loan.

1. Facility. Such Base Rate Loan to be converted into a
Eurodollar Rate Loan is a:
[ ] Term Loan
[ ] Revolving Loan

2. Date of Conversion. The date upon which such conversion
is to occur is ________, 19__.

______________________
[FN]
<F3> Insert Part A and/or B, as applicable.

-1-

<PAGE>

3. Amount to be Converted. The requested aggregate amount
of such Base Rate Loan to be converted into a Eurodollar Rate Loan is:
$________.

4. Interest Period. The Interest Period for the proposed
conversion to a Eurodollar Rate Loan is:

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

B. Conversion from Eurodollar Rate Loan to Base Rate Loan.

1. Facility. Such Eurodollar Rate Loan to be converted into
a Base Rate Loan is a:
[ ] Term Loan
[ ] Revolving Loan

1. Date of Conversion. The date upon which such conversion
is to occur is ________, 19__.

2. Maturity Date. The last day of the Interest Period
presently applicable to such Eurodollar Rate Loan is ________, 19__, and
the Interest Period presently applicable thereto is _____ months.

3. Amount to be Converted. The requested aggregate amount
of such Eurodollar Rate Loan to be converted into a Base Rate Loan is:
$________.

Dated: ________, 19__.

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By ______________________________
Its

-2-

<PAGE>

EXHIBIT E-1

FORM OF TERM LOAN
PROMISSORY NOTE

$_______________ New York, New York
May 26, 1999

FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES
INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of _____________________
(the "Bank") at the office of Credit Suisse First Boston, located at 11
Madison Avenue, New York, New York 10010, in lawful money of the United
States of America and in immediately available funds, on the Termination
Date (or such earlier date upon which such amounts may become due and
payable pursuant to the terms of the Credit Agreement described below)
the principal amount of (a) ___________________________________ DOLLARS
($__________), or, if less, (b) the aggregate unpaid principal amount of
all Term Loans made by the Bank to the Borrower pursuant to Section 2.1
of the Credit Agreement, as hereinafter defined. The Borrower further
agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on
the dates specified in the Credit Agreement, together with all fees and
costs payable by the Borrower under the Credit Agreement.

The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof the date, Type and amount
of each Term Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to
another Type and, in the case of Eurodollar Rate Loans, the length of
each Interest Period with respect thereto. The failure to make any such
endorsement shall not affect the obligations of the Borrower in respect
of such Term Loan.

This Note (a) is one of the promissory notes referred to in the
Credit Agreement dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Bank, the other banks and financial institutions from time
to time parties thereto, the Co-Agents named therein, the Co-Syndication
Agents named therein and Credit Suisse First Boston, as administrative
agent, (b) is subject to the provisions of the Credit Agreement and (c)
is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.

Upon the occurrence of any one or more of the Events of Default,
all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the
Credit Agreement.

-1-

<PAGE>

All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise,
hereby waive presentment, demand, protest and all other notices of any
kind, except for those expressly provided for in the Credit Agreement.

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: ___________________________________
Title:

-2-

<PAGE>

SCHEDULE A
to Promissory Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

Amount Amount of
Con- Amount of Base Rate Unpaid
Amount verted Principal Loans Principal
of to of Base Converted Balance Nota-
Base Base Rate to of Base tion
Rate Rate Loans Eurodollar Rate Made
Date Loans Loans Repaid Rate Loans Loans By
---- ------ ------ -------- --------- --------- -----

-1-

<PAGE>

SCHEDULE B
to Promissory Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE LOANS

Amount of
Amount Euro-
Con- Interest Amount of dollar Unpaid
Amount verted Period Principal Rate Principal
of to and Euro- of Euro- Loans Balance
Euro- Euro- dollar dollar Converted of Euro-
dollar dollar Rate with Rate to Base dollar Nota-
Rate Rate Respect Loans Rate Rate tion
Date Loans Loans Thereto Repaid Loans Loans Made By
- - - - - - - - - - - - - - ---- ------- ------- --------- --------- --------- --------- -------

-1-

<PAGE>

EXHIBIT E-2

FORM OF REVOLVING LOAN
PROMISSORY NOTE

$____________ New York, New York
May 26, 1999

FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES
INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of ______________________
(the "Bank") at the office of Credit Suisse First Boston, located at 11
Madison Avenue, New York, New York 10010, in lawful money of the United
States of America and in immediately available funds, on the Termination
Date (or such earlier date upon which such amounts may become due and
payable pursuant to the terms of the Credit Agreement described below)
the principal amount of (a) ___________________________________ DOLLARS
($_____________), or, if less, (b) the aggregate unpaid principal amount
of all Revolving Loans made by the Bank to the Borrower pursuant to
Section 3.1 of the Credit Agreement, as hereinafter defined. The
Borrower further agrees to pay interest in like money at such office on
the unpaid principal amount hereof from time to time outstanding at the
rates and on the dates specified in the Credit Agreement, together with
all fees and costs payable by the Borrower under the Credit Agreement.

The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof the date, Type and amount
of each Revolving Loan made pursuant to the Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each
continuation thereof, each conversion of all or a portion thereof to
another Type and, in the case of Eurodollar Rate Loans, the length of
each Interest Period with respect thereto. The failure to make any such
endorsement shall not affect the obligations of the Borrower in respect
of such Revolving Loan.

-1-

<PAGE>

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: ____________________________________
Title:

-2-

<PAGE>

SCHEDULE A
to Promissory Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

Amount of
Base Rate
Loans
Amount of Converted Unpaid
Amount Principal to Principal
Converted of Base Euro- Balance Nota-
Amount of to Rate dollar of Base tion
Base Rate Base Rate Loans Rate Rate Made
Date Loans Loans Repaid Loans Loans By
---- --------- --------- --------- --------- --------- -----

-1-

<PAGE>

SCHEDULE B
to Promissory Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE LOANS

Amount
Inter- of
est Euro-
Amount Period dollar
Con- and Amount of Rate Unpaid
Amount verted Euro- Principal Loans Principal
of to dollar of Euro- Con- Balance
Euro- Euro- Rate dollar verted of Euro- Nota-
dollar dollar with Rate to Base dollar tion
Rate Rate Respect Loans Rate Rate Made
Date Loans Loans Thereto Repaid Loans Loans By
- - - - - - - - - - - - - - ---- ------- ------- ------- --------- ------- --------- -----

-1-

<PAGE>

EXHIBIT E-3
FORM OF SWINGLINE LOAN
PROMISSORY NOTE

$75,000,000.00 New York, New York
May 26, 1999

FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES
INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of CREDIT SUISSE FIRST BOSTON
(the "Bank"), at its office located at 11 Madison Avenue, New York, New
York 10010, in lawful money of the United States of America and in
immediately available funds, on the Termination Date (or such earlier date
upon which such amounts may become due and payable pursuant to the terms
of the Credit Agreement described below) the principal amount of (a)
SEVENTY-FIVE MILLION DOLLARS ($75,000,000.00), or, if less, (b) the
aggregate unpaid principal amount of all Swingline Loans made by the Bank
to the undersigned pursuant to Section 4.1 of the Credit Agreement. The
Borrower further agrees to pay interest in like money at such office on
the unpaid principal amount hereof from time to time outstanding at the
rates and on the dates specified in the Credit Agreement, together with
all fees and costs payable by the Borrower under the Credit Agreement.

The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation
thereof which shall be attached hereto and made a part hereof the date and
amount of each Swingline Loan made pursuant to the Credit Agreement and
the date and amount of each payment or prepayment of principal thereof.
The failure to make any such endorsement shall not affect the obligations
of the Borrower in respect of such Swingline Loan.

This Note (a) is one of the promissory notes referred to in the
Credit Agreement dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Bank, the other banks and financial institutions from time
to time parties thereto, the Co-Agents named therein, the Co-Syndication
Agents named therein and Credit Suisse First Boston, as administrative
agent, (b) is subject to the provisions of the Credit Agreement and (c) is
subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind,
except for those expressly provided for in the Credit Agreement.

-2-

<PAGE>

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By: ____________________________
Title:

-3-

<PAGE>

Schedule A to
Swingline Note

LOANS AND REPAYMENT OF SWINGLINE LOANS

Unpaid
Principal
Amount of Amount of Balance of Notation
Date Loans Principal Repaid Loans Made By
---- --------- ---------------- ----------- ---------

-4-

<PAGE>

EXHIBIT F-1

FORM OF
CAF ADVANCE REQUEST

__________, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Revolving Credit Agreement, dated as of
May 26, 1999, among the undersigned, the Banks named therein, the Co-
Agents named therein, the Co-Syndication Agents named therein and Credit
Suisse First Boston, as Administrative Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.

This is a [Fixed Rate] [LIBO Rate] CAF Advance Request pursuant
to Article 6 of the Credit Agreement requesting offers for the following
CAF Advances:

[NOTE: Pursuant to the Credit Agreement, a CAF Advance Request
may be transmitted in writing, by telecopy, or by telephone,
immediately confirmed by telecopy. In any case, a CAF Advance
Request shall contain the information specified in the second
paragraph of this form.]

Loan 1 Loan 2 Loan 3
Aggregate Principal Amount $________ $_________ $________

Borrowing Date

CAF Advance Maturity Date

CAF Advance Interest Payment Dates

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By ___________________________________
Title:

-1-

<PAGE>

EXHIBIT F-2

FORM OF
CAF ADVANCE OFFER

___________, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Credit Agreement, dated as of May 26,
1999, among the undersigned, the Banks named therein, the Co-Agents named
therein, the Co-Syndication Agents named therein and Credit Suisse First
Boston, as Administrative Agent (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"). Terms
defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

In accordance with Article 6 of the Credit Agreement, the
undersigned Banks offers to make CAF Advances thereunder in the following
amounts with the following maturity dates:

Borrowing Date: __________, 199__ Aggregate Maximum Amount:
$_________

Maturity Date 1: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

Maturity Date 2: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

Maturity Date 3: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

[NOTE: Insert the interest rate offered for the specified CAF
Advance where indicated by an asterisk (*). In the case of LIBO Rate
CAF Advances, insert a margin bid. In the case of Fixed Rate CAF
Advances, insert a fixed rate bid.]

-1-

<PAGE>

Very truly yours,

[NAME OF BANK]]

By___________________________

Title:
Telephone No.:
Telecopy No.:

-2-

<PAGE>

EXHIBIT F-3

FORM OF
CAF ADVANCE CONFIRMATION

_________ __, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

In accordance with Article 6 of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Bank(s) to
make CAF Advances to the undersigned on ________ __, ____ under Article 6
in the (respective) amount(s) set forth on the attached list of CAF
Advances offered.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By__________________________________
Title:

[NOTE: The Borrower must attach CAF Advance offer list prepared by the
Administrative Agent with accepted amount entered by the Borrower to the
right of each CAF Advance offer].

-1-

<PAGE>

[LOGO]

COMPUTER ASSOCIATES INTERNATIONAL, INC.

_____________________

$1,500,000,000
364-DAY CREDIT AGREEMENT

dated as of May 26, 1999
_____________________

BANC OF AMERICA SECURITIES LLC
and
CHASE SECURITIES, INC.,
as Co-Syndication Agents

CREDIT SUISSE FIRST BOSTON,
as the Administrative Agent

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . 1

Section 1.1 Defined Terms . . . . . . . . . . . . . . . . . 1
Section 1.2 Computation of Time Periods . . . . . . . . . . 16
Section 1.3 Accounting Terms . . . . . . . . . . . . . . . . 16
Section 1.4 No Presumption Against Any Party . . . . . . . . 16
Section 1.5 Use of Certain Terms . . . . . . . . . . . . . . 16
Section 1.6 Headings and References . . . . . . . . . . . . 16
Section 1.7 Independence of Provisions . . . . . . . . . . . 17

ARTICLE 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS . . . . . . . . . . 17

Section 2.1 Revolving Commitments . . . . . . . . . . . . . 17
Section 2.2 Procedure for Borrowing of Revolving Loans . . . 17
Section 2.3 Termination of Revolving Commitments . . . . . . 18
Section 2.4 Use of Proceeds . . . . . . . . . . . . . . . . 18
Section 2.5 Extensions of Termination Date for Revolving
Commitments . . . . . . . . . . . . . . . . . 18

ARTICLE 3. AMOUNT AND TERMS OF SWINGLINE SUB-FACILITY . . . . . . . . . 19

Section 3.1 Swingline Commitment . . . . . . . . . . . . . . 19
Section 3.2 Procedure for Swingline Borrowing; Refunding
of Swingline Loans . . . . . . . . . . . . . . 19

ARTICLE 4. AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY . . . . . . 21

Section 4.1 L/C Commitment . . . . . . . . . . . . . . . . . 21
Section 4.2 Procedure for Issuance of Letter of Credit . . . 22
Section 4.3 Fees and Other Charges . . . . . . . . . . . . . 22
Section 4.4 L/C Participations . . . . . . . . . . . . . . . 23
Section 4.5 Reimbursement Obligation of the Borrower . . . . 24
Section 4.6 Obligations Absolute . . . . . . . . . . . . . . 24
Section 4.7 Letter of Credit Payments . . . . . . . . . . . 25
Section 4.8 Applications . . . . . . . . . . . . . . . . . . 25

ARTICLE 5. CAF ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . 25

Section 5.1 CAF Advances . . . . . . . . . . . . . . . . . . 25
Section 5.2 Procedure for CAF Advance Borrowing . . . . . . 26
Section 5.3 CAF Advance Payments . . . . . . . . . . . . . . 29
Section 5.4 Evidence of Debt . . . . . . . . . . . . . . . . 30
Section 5.5 Certain Restrictions. . . . . . . . . . . . . . 30

<PAGE>

ARTICLE 6. MONEY MARKET ADVANCES . . . . . . . . . . . . . . . . . . . . 30

Section 6.1 Procedure for Borrowing of Money Market
Advances . . . . . . . . . . . . . . . . . . . 30
Section 6.2 Evidence of Money Market Advances . . . . . . . 31
Section 6.3 Acceleration of Money Market Advances . . . . . 31
Section 6.4 Prepayment of Money Market Advances . . . . . . 32
Section 6.5 Money Market Advances are Not Loans . . . . . . 32

ARTICLE 7. GENERAL PROVISIONS APPLICABLE TO EXTENSIONS OF CREDIT . . . . 32

Section 7.1 Repayment of Loans; Evidence of Debt . . . . . . 32
Section 7.2 Facility Fee, etc. . . . . . . . . . . . . . . 34
Section 7.3 Termination or Reduction of Revolving
Commitments . . . . . . . . . . . . . . . . . 34
Section 7.4 Optional Prepayments . . . . . . . . . . . . . . 34
Section 7.5 Mandatory Prepayments and Commitment
Reductions . . . . . . . . . . . . . . . . . . 35
Section 7.6 Conversion and Continuation Options . . . . . . 35
Section 7.7 Limitations on Eurodollar Tranches . . . . . . . 36
Section 7.8 Interest Rates and Payment Dates . . . . . . . . 36
Section 7.9 Computation of Interest and Fees . . . . . . . . 37
Section 7.10 Inability to Determine Interest Rate . . . . . . 37
Section 7.11 Pro Rata Treatment and Payments . . . . . . . . 38
Section 7.12 Increased Costs and Capital Requirements . . . . 39
Section 7.13 Taxes . . . . . . . . . . . . . . . . . . . . . 41
Section 7.14 Indemnity . . . . . . . . . . . . . . . . . . . 45
Section 7.15 Additional Action in Certain Events . . . . . . 45

ARTICLE 8. CONDITIONS OF COMMITMENTS . . . . . . . . . . . . . . . . . . 46

Section 8.1 Conditions Precedent to Closing Date . . . . . . 46
Section 8.2 Conditions Precedent to Initial Tender
Funding Date . . . . . . . . . . . . . . . . . 49
Section 8.3 Conditions Precedent to Each Extension of
Credit . . . . . . . . . . . . . . . . . . . . 51

ARTICLE 9. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 52

Section 9.1 Organization of Credit Parties . . . . . . . . . 52
Section 9.2 Authorization of Credit Documents . . . . . . . 52
Section 9.3 Government Approvals . . . . . . . . . . . . . . 52
Section 9.4 No Conflicts . . . . . . . . . . . . . . . . . . 53
Section 9.5 Enforceability . . . . . . . . . . . . . . . . . 53
Section 9.6 Title to Property . . . . . . . . . . . . . . . 53
Section 9.7 Compliance with Law . . . . . . . . . . . . . . 53
Section 9.8 No Litigation . . . . . . . . . . . . . . . . . 53

<PAGE>

Section 9.9 Subsidiaries . . . . . . . . . . . . . . . . . . 54
Section 9.10 Financial Information . . . . . . . . . . . . . 54
Section 9.11 Margin Regulations . . . . . . . . . . . . . . . 54
Section 9.12 ERISA . . . . . . . . . . . . . . . . . . . . . 54
Section 9.13 Investment Company Act . . . . . . . . . . . . . 54
Section 9.14 Taxes . . . . . . . . . . . . . . . . . . . . . 54
Section 9.15 Year 2000 . . . . . . . . . . . . . . . . . . . 55

ARTICLE 10. COVENANTS OF CREDIT PARTIES . . . . . . . . . . . . . . . . 55

Section 10.1 Affirmative Covenants . . . . . . . . . . . . . 55
Section 10.2 Negative Covenants . . . . . . . . . . . . . . . 59

ARTICLE 11. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 12. RELATIONSHIP OF ADMINISTRATIVE AGENT AND BANKS . . . . . . . 65

Section 12.1 Authorization and Action . . . . . . . . . . . . 65
Section 12.2 Administrative Agent's Reliance, Etc. . . . . . 66
Section 12.3 Administrative Agent and Affiliates . . . . . . 67
Section 12.4 Bank Credit Decision . . . . . . . . . . . . . . 67
Section 12.5 Indemnification . . . . . . . . . . . . . . . . 67
Section 12.6 Successor Administrative Agent . . . . . . . . . 68

ARTICLE 13. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 69

Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . 69
Section 13.2 Successors and Assigns . . . . . . . . . . . . . 69
Section 13.3 Amendments and Related Matters . . . . . . . . . 69
Section 13.4 Costs and Expenses; Indemnification . . . . . . 71
Section 13.5 Oral Communications . . . . . . . . . . . . . . 72
Section 13.6 Entire Agreement . . . . . . . . . . . . . . . . 72
Section 13.7 Governing Law . . . . . . . . . . . . . . . . . 72
Section 13.8 Severability . . . . . . . . . . . . . . . . . . 72
Section 13.9 Counterparts . . . . . . . . . . . . . . . . . . 72
Section 13.10 Confidentiality . . . . . . . . . . . . . . . . 73
Section 13.11 Assignments and Participations . . . . . . . . . 73
Section 13.12 Waiver of Trial by Jury . . . . . . . . . . . . 77
Section 13.13 Choice of Forum and Service of Process . . . . . 77
Section 13.14 Remedies . . . . . . . . . . . . . . . . . . . . 78
Section 13.15 Right of Set-Off . . . . . . . . . . . . . . . . 78
Section 13.16 Effectiveness . . . . . . . . . . . . . . . . . 78

iii

<PAGE>

SCHEDULES

Schedule 1 Commitment Schedule and Addresses
Schedule 2 Material Subsidiaries

EXHIBITS

Exhibit A Form of Assignment and Acceptance Agreement
Exhibit B Form of Compliance Certificate
Exhibit C-1 Form of Notice of Borrowing (Drawings)
Exhibit C-2 Form of Notice of Borrowing (Continuations)
Exhibit C-3 Form of Notice of Borrowing (Conversions)
Exhibit D-1 Form of Opinion of Howard, Smith & Levin
Exhibit D-2 Form of Opinion of General Counsel to the Borrower
Exhibit E-1 Form of Revolving Credit Note
Exhibit E-2 Form of Swingline Note
Exhibit F-1 Form of CAF Advance Request
Exhibit F-2 Form of CAF Advance Offer
Exhibit F-3 Form of CAF Advance Confirmation

Telephone No.:
Telecopy No.:

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<PAGE>

CREDIT AGREEMENT, dated as of May 26, 1999, is made by and among:

(a) COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the
"Borrower");

(b) the Banks (as hereinafter defined);

(d) BANC OF AMERICA SECURITIES LLC and CHASE SECURITIES INC., as co-
syndication agents (in such capacity, the "Co-Syndication Agents"); and

(e) CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity,
the "Administrative Agent") for the Banks.

The parties hereto agree as follows:

ARTICLE 1. DEFINITIONS AND INTERPRETATION

Section 1.1 Defined Terms. As used herein, the following terms
shall have the following meanings:

"Acquisition" means the acquisition of the issued and outstanding
capital stock of PLATINUM pursuant to the Acquisition Documents, and in
accordance with the terms contained in the Acquisition Documents.

"AcquisitionCo" means HardMetal, Inc., a Delaware corporation and a
wholly-owned Subsidiary of the Borrower.

"Acquisition Documents" means the Tender Offer Documents, the
Additional Tender Offer Documents and the Merger Agreement.

"Additional Tender Offer Documents" means all amendments and
exhibits to, and documents related to, the Tender Offer Documents filed
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or distributed to the stockholders of
PLATINUM by Borrower and its Subsidiaries or PLATINUM and its
Subsidiaries in connection with the Tender Offer and the Merger.

"Administrative Agent" has the meaning assigned to that term in the
preamble hereto.

"Affiliate" means, as to any Person, any other Person directly or
indirectly controlling or controlled by or under common control with
such Person.

<PAGE>

"Agency Office" means the office of the Administrative Agent
designated on the Commitment Schedule (which office initially shall be
located in the City of New York), or such other office of the
Administrative Agent as the Administrative Agent may from time to time
designate by notice to the Borrower and the Banks.

"Agreement" means this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

"Applicable Facility Fee Rate" means, at any date, the rate per
annum set forth below opposite the Public Debt Rating notified to the
Administrative Agent by the Borrower pursuant to Section 10.1(h)(vii)
most recently prior to such date:

Public Debt Ratings Rate
------------------- ------
A-/A3 or better 0.100%
BBB+/Baa1 0.125%
BBB/Baa2 0.150%
BBB-/Baa3 0.175%
Less than BBB-/Baa3 0.200%

; provided, however, that the Applicable Facility Fee Rate for the first
six months following the Closing Date shall be 0.150%.

"Applicable Lending Office" means, with respect to each Bank, the
office of such Bank from time to time designated by such Bank to the
Borrower and the Administrative Agent as the office (or offices) from
which such Bank is funding its Loans hereunder.

"Application" means an application, in such form as the Issuing
Bank may specify from time to time, requesting the Issuing Bank to open
a Letter of Credit.

"Assignee" has the meaning ascribed thereto in Section 13.11.

"Assignment and Acceptance Agreement" means an assignment and
acceptance agreement, in compliance with Section 13.11 and substantially
in the form of Exhibit A hereto.

"Available Revolving Commitment" means, as to any Revolving Bank at
any time, an amount equal to the excess, if any, of (a) such Revolving
Bank's Revolving Commitment then in effect over (b) such Revolving
Bank's Revolving Extensions of Credit then outstanding.

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<PAGE>

"Bank" means a Revolving Bank, the Issuing Bank or the Swing Line
Bank, as the context shall require; collectively, the "Banks."

"Bank Holding Company" means any Person that directly or indirectly
controls any Bank.

"Banking Day" means a day other than a Saturday, Sunday or other
day on which commercial banks in New York City (or, in the case of
matters relating to Eurodollar Rate Loans or LIBO Rate CAF Advances, on
which commercial banks in New York City or London, England) are
authorized or required by law to close.

"Base Rate" means a fluctuating rate per annum which is at all
times equal to the higher of (a) the rate per annum publicly announced
by Credit Suisse First Boston from time to time as its base lending rate
for commercial loans in Dollars in the United States or (b) the Federal
Funds Rate plus a margin of 0.50 percentage points, the Base Rate to
change as and when such rates change. The base lending rate is not
necessarily the lowest rate of interest charged by Credit Suisse First
Boston in connection with extensions of credit.

"Base Rate Loan" means any Loan during any period that such Loan is
bearing interest at a rate based upon the Base Rate.

"Borrower" has the meaning assigned to that term in the preamble
hereto.

"Borrowing Date" means any Banking Day during the Commitment Period
which is specified by the Borrower as a date on which the Borrower
requests the relevant Banks to make Loans (including, without
limitation, CAF Advances) or issue a Letter of Credit hereunder.

"CAF Advance" means each CAF Advance made pursuant to Section 5.1.

"CAF Advance Availability Period" means the period from and
including the Closing Date to and including the date which is 14 days
prior to the Termination Date.

"CAF Advance Confirmation" means each confirmation by the Borrower
of its acceptance of CAF Advance Offers, which confirmation shall be
substantially in the form of Exhibit F-3 and shall be delivered to the
Administrative Agent by facsimile transmission.

"CAF Advance Interest Payment Date" means as to each CAF Advance,
each interest payment date specified by the Borrower for such CAF
Advance in the related CAF Advance Request.

-3-

<PAGE>

"CAF Advance Maturity Date" means as to any CAF Advance, the date
specified by the Borrower pursuant to Section 5.2 in its acceptance of
the related CAF Advance Offer.

"CAF Advance Offer" means each offer by a Revolving Bank to make
CAF Advances pursuant to a CAF Advance Request, which offer shall
contain the information specified in Exhibit F-2 and shall be delivered
to the Administrative Agent by telephone, immediately confirmed by
facsimile transmission.

"CAF Advance Request" means each request by the Borrower for
Revolving Banks to submit bids to make CAF Advances, which request shall
contain the information in respect of such requested CAF Advances
specified in Exhibit F-1 and shall be delivered to the Administrative
Agent in writing, by facsimile transmission, or by telephone,
immediately confirmed by facsimile transmission.

"Closing Date": the date upon which the conditions precedent set
forth in Section 8.1 shall have been satisfied, which date shall be not
later than June 30, 1999.

"Co-Agent" has the meaning assigned to that term in the preamble
hereto.

"Commitment" means, as to any Bank, the obligation of such Bank to
make Loans to and/or issue or participate in Letters of Credit issued on
behalf of the Borrower hereunder in an aggregate principal and/or face
amount at any one time outstanding not to exceed the amount set forth
opposite such Bank's name as its Commitment on the Commitment Schedule,
as the same may be reduced from time to time in accordance with the
terms hereof and otherwise subject to adjustment for the effect of any
one or more Assignment and Acceptance Agreements to which such Bank may
be a party.

"Commitment Period" means the period from and including the Closing
Date to the Termination Date (or such earlier date upon which the
Commitments shall terminate).

"Commitment Schedule" means the schedule attached as Schedule 1
hereto.

"Compliance Certificate" means a certificate of, and duly executed
by, a Responsible Officer of the Borrower in the form of Exhibit B
hereto.

-4-

<PAGE>

"Confidential Information Memorandum" means the Confidential
Information Memorandum, dated April 1999, distributed with respect to
the Borrower in connection with the syndication of the Commitments.

"Consolidated EBITDA" means, for any period, the amount equal to
the Consolidated Net Income of the Borrower and its consolidated
Subsidiaries for such period plus, to the extent deducted in calculating
such Consolidated Net Income for such period, all taxes, Consolidated
Interest Expense, depreciation, amortization and other non-cash expenses
and charges (including the write-offs of purchased research and
development charges) of the Borrower and its consolidated Subsidiaries
(determined on a consolidated basis in conformity with GAAP) for such
period.

"Consolidated Interest Expense" means, with respect to the Borrower
and its consolidated Subsidiaries for any period, the amount which would
be deducted for such period on account of interest expense on the
aggregate principal amount of their Debt in the determination of
Consolidated Net Income for such period.

"Consolidated Net Income" means, for any period, the net income of
the Borrower and its consolidated Subsidiaries, determined on a
consolidated basis in conformity with GAAP.

"Co-Syndication Agents" has the meaning assigned to that term in
the preamble hereto.

"Credit Documents" means this Agreement, any Notes and any
Applications.

"Debt" means, without duplication, (i) indebtedness for borrowed
money, (ii) obligations to pay the deferred purchase price of property
or services (other than trade payables arising in the ordinary course of
business which are not overdue), (iii) obligations as lessee under
leases which shall have been or should be, in accordance with GAAP,
recorded as capital leases, (iv) obligations evidenced by bonds,
debentures, notes, or equivalent instruments, (v) reimbursement
obligations in respect of drawings made under letters of credit,
(vi) obligations under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire,
or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in
clauses (i) through (v) above and (vii) withdrawal liability incurred
under ERISA to any Multiemployer Plan; provided, however, that, the term
"Debt" shall not include, to the extent otherwise includable therein,
deferred taxes and deferred maintenance revenue.

-5-

<PAGE>

"Directive" means any Law, and any directive, guideline or
requirement of any governmental authority (whether or not having the
force of law), but, if not having the force of law, the compliance with
which is in accordance with the general practice of the Person to whom
the Directive is addressed or applies.

"Dollar" and "$" mean the lawful currency of the United States of
America.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a
member and which is under common control with the Borrower within the
meaning of the regulations under Section 414 of the IRC.

"Escrow Account" has the meaning ascribed thereto in Section
8.2(g).

"Eurocurrency Liabilities" has the meaning specified in Regulation
D promulgated by the Board of Governors of the Federal Reserve System,
as in effect from time to time or any successor Directive.

"Eurodollar Base Rate" means, for each Interest Period for each
Eurodollar Rate Loan, the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m. (London, England time)
on the date which is two Banking Days prior to the beginning of the
relevant Interest Period (as specified in the applicable Notice of
Borrowing) by reference to the "British Bankers' Association Interest
Settlement Rates" for a representative amount of deposits in Dollars (as
set forth by any service selected by the Administrative Agent which has
been nominated by the British Bankers' Association as an authorized
information vendor for the purpose of displaying such rates) for a
period equal to such Interest Period; provided that, to the extent that
an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the "Eurodollar Base Rate" shall be the
interest rate per annum determined by the Administrative Agent to be the
average of the rates per annum at which a representative amount of
deposits in Dollars are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by Credit
Suisse First Boston at approximately 11:00 a.m. (London time) on the
date which is two Banking Days prior to the beginning of such Interest
Period.

-6-

<PAGE>

"Eurodollar Rate" means, with respect to each day during each
Interest Period pertaining to a Eurodollar Rate Loan, a rate per annum
determined for such day in accordance with the following formula:

Eurodollar Base Rate
-----------------------------------------
1.00 - Eurodollar Rate Reserve Percentage

"Eurodollar Rate Loan" means any Loan that bears interest at a
rate based upon the Eurodollar Rate.

"Eurodollar Rate Margin" means, at any date, the rate per annum set
forth below opposite the Public Debt Rating notified to the
Administrative Agent by the Borrower pursuant to Section 10.1(h)(vii)
most recently prior to such date:

Public Debt Ratings Rate
------------------- ------
A-/A3 or better 0.900%
BBB+/Baa1 1.000%
BBB/Baa2 1.100%
BBB-/Baa3 1.325%
Less than BBB-/Baa3 1.550%

; provided, however, that the Eurodollar Rate Margin for the first six
months following the Closing Date shall be 1.100%.

"Eurodollar Rate Reserve Percentage" for each day for each
Eurodollar Rate Loan means the reserve percentage applicable on such day
under regulations issued from time to time by the Board of Governors of
the Federal Reserve System or any successor for determining the maximum
reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) with respect to
liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to the Interest Period then in effect
with respect to such Eurodollar Rate Loan.

"Eurodollar Tranche" means all Eurodollar Rate Loans which have
current Interest Periods beginning on the same date and ending on the
same later date (whether or not such Loans shall originally have been
made on the same day).

"Event of Default" has the meaning specified in Article 11.

-7-

<PAGE>

"Excluded Taxes" has the meaning ascribed thereto in Section
7.13(a).

"Federal Funds Rate" means, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published
on the next succeeding Banking Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a
Banking Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.

"Fixed Rate CAF Advance" means any CAF Advance made pursuant to a
Fixed Rate CAF Advance Request.

"Fixed Rate CAF Advance Request" means any CAF Advance Request
requesting the Revolving Banks to offer to make CAF Advances at a fixed
rate (as opposed to a rate composed of the LIBO Rate plus (or minus) a
margin).

"Funding Office" means the office specified from time to time by
the Administrative Agent as its funding office by notice to the Borrower
and the Banks.

"GAAP" means generally accepted accounting principles in the United
States as in effect from time to time (except that for purposes of
Section 10.2(f) and (g), GAAP shall be determined on the basis of such
principles used in the preparation of the audited financial statements
delivered for the fiscal year ended on March 31, 1999). In the event
that any "Accounting Change" (as defined below) shall occur and such
change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrower and
the Administrative Agent agree to enter into negotiations in order to
amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for
evaluating the Borrower's financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and
delivered by the Borrower, the Administrative Agent and the Required
Banks, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed as if such Accounting
Changes had not occurred. "Accounting Changes" refers to changes in
accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the SEC.

-8-

<PAGE>

"Granting Bank" has the meaning ascribed thereto in Section
13.11(f).

"Initial Tender Funding Date" means the date upon which the
conditions precedent set forth in Section 8.2 shall have been satisfied,
which date shall be not later than the date which is 270 days after the
Closing Date.

"Interest Period": with respect to any Eurodollar Rate Loan,
means:

(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such
Eurodollar Rate Loan and ending one, two, three, six, nine or
twelve months thereafter, as selected by the Borrower in its Notice
of Borrowing or notice of conversion, as the case may be, given
with respect thereto; and

(b) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Eurodollar Rate
Loan and ending one, two, three, six, nine or twelve months
thereafter, as selected by the Borrower in its Notice of Borrowing
delivered to the Administrative Agent with respect thereto;

provided that, the foregoing provisions relating to Interest Periods are
subject to the following:

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

(x) any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date;

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

(z) the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Rate Loan during
an Interest Period for such Loan.

-9-

<PAGE>

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

"Issuing Bank" means Credit Suisse First Boston or such other
Revolving Bank as may be mutually agreed upon by the Borrower and the
Administrative Agent, in its capacity as issuer of any Letter of Credit.

"Laws" means all federal, state, local or foreign laws, rules,
regulations and treaties, all judgments, awards, orders, writs,
injunctions or decrees issued by any federal, state, local or foreign
authority, court, tribunal, agency or other governmental authority, or
by any arbitrator, all permits, licenses, approvals, franchises,
notices, authorizations and similar filings, by or with any federal,
state, local or foreign governmental authority and all consent decrees
or regulatory agreements with any federal, state, local or foreign
governmental authority.

"L/C Fee Payment Date" means the last Banking Day of each March,
June, September and December.

"L/C Obligations" means at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters
of Credit which have not then been reimbursed pursuant to Section 4.5.

"L/C Participants" means the collective reference to all the
Revolving Banks other than the Issuing Bank.

"Letters of Credit" has the meaning ascribed thereto in Section
4.1(a).

"LIBO Rate" means, in respect of any LIBO Rate CAF Advance, the
London interbank offered rate for deposits in Dollars for the period
commencing on the date of such CAF Advance and ending on the CAF Advance
Maturity Date with respect thereto which appears on Telerate Page 3750
as of 11:00 A.M., London time, two Banking Days prior to the beginning
of such period.

"LIBO Rate CAF Advance" means any CAF Advance made pursuant to a
LIBO Rate CAF Advance Request.

"LIBO Rate CAF Advance Request" means any CAF Advance Request
requesting the Revolving Banks to offer to make CAF Advances at an
interest rate equal to the LIBO Rate plus (or minus) a margin.

"Liens" means any mortgage, pledge, hypothecation, assignment for
purposes of security, "blocked" account arrangement, encumbrance, lien

-10-

<PAGE>

(statutory or other), charge or other security interest or any
preference, priority or other security agreement or preferential
arrangement (including, without limitation, any conditional sale or
other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).

"Loan" means a Revolving Loan, a Swing Line Loan, a CAF Advance or
a Money Market Loan, as the context shall require.

"Majority Banks" means the Banks holding Revolving Commitments
which collectively constitute more than 50% of the Total Revolving
Commitments; provided that, as of any time either (i) when an Event of
Default pursuant to clause (a) of Article 11 has occurred and is
continuing or (ii) after the last day of the Commitment Period, the term
"Majority Banks" shall mean the Banks holding more than 50% of the Total
Revolving Extensions of Credit. Notwithstanding the foregoing, (x) for
purposes of declaring the Loans and other extensions of credit to be due
and payable pursuant to Article 11, the outstanding CAF Advances of the
Revolving Banks shall be included in their respective Revolving
Extensions of Credit in determining the "Majority Banks" and (y) for
purposes of determining the "Majority Banks" at any date, the
outstanding Letters of Credit and Swingline Loans shall be deemed to be
held ratably by all Revolving Banks.

"Margin Stock" shall have the meaning assigned to such term
pursuant to Regulations T, U and X of the Board of Governors of the
Federal Reserve System.

"Material Adverse Effect" means any event, development or
circumstance that has had or could reasonably be expected to have a
material adverse effect on (a) the business, assets, property or
condition (financial or otherwise) of the Borrower and its Subsidiaries
taken as a whole or of the Borrower, PLATINUM and their subsidiaries
taken as a whole or (b) the validity or enforceability of any of the
Credit Documents or the Other Agreement or the rights and remedies of
the Administrative Agent and the Banks thereunder.

"Material Subsidiary" means, at any date, any Subsidiary of the
Borrower which (a) holds any capital stock of the Borrower, (b) in the
aggregate with its Subsidiaries, has consolidated revenues for the
period of four consecutive fiscal quarters most recently ended which are
in excess of 3% of the consolidated revenues of the Borrower and its
Subsidiaries taken as a whole for such period or (c) in the aggregate
with its Subsidiaries, has consolidated assets at such date which are
material to the business of the Borrower and its Subsidiaries taken as a
whole.

-11-

<PAGE>

"Merger" means the merger of AcquisitionCo and PLATINUM pursuant to
the Merger Agreement such that the surviving entity of the merger is a
wholly owned subsidiary of the Borrower.

"Merger Agreement" means that certain Agreement and Plan of Merger,
dated March 29, 1999, among the Borrower, AcquisitionCo and PLATINUM.

"Merger Date" means the date upon which the Merger is consummated.

"Money Market Loan" means a loan by a Bank to the Borrower pursuant
to Article 6.

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

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within
any of the preceding five plan years made or accrued an obligation to
make contributions, such plan being maintained pursuant to one or more
collective bargaining agreements.

"Notes" has the meaning specified in Section 7.1(e).

"Notice of Borrowing" means (a) with respect to a request for a
borrowing hereunder, a request in the form of Exhibit C-1 hereto, (b)
with respect to a request for continuation of a Eurodollar Rate Loan
hereunder, a request in the form of Exhibit C-2 hereto and (c) with
respect to a request for conversion of or to a Eurodollar Rate Loan
hereunder, a request in the form of Exhibit C-3 hereto, in each case
delivered by the Borrower to the Administrative Agent hereunder.

"Other Agreement" means that certain Credit Agreement, dated as of
the date hereof, among the Borrower, the banks and other financial
institutions parties thereto, the Co-Agents named therein, the Co-
Syndication Agents named therein and Credit Suisse First Boston, as
administrative agent, as the same may be amended, supplemented or
otherwise modified from time to time.

"Other Taxes" has the meaning ascribed thereto in Section 7.13(b).

"Person" means an individual, partnership, limited liability
company, corporation (including a business trust), joint stock company,
trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

"Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which either (i) is maintained for employees of

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the Borrower or an ERISA Affiliate and no Person other than the Borrower
and its ERISA Affiliate, (ii) is maintained for employees of the
Borrower or an ERISA Affiliate and at least one Person other than the
Borrower and its ERISA Affiliates, or (iii) was so maintained in respect
of which the Borrower or an ERISA Affiliate could have liability under
Section 4064 or 4069 of ERISA in the event such plan has been or were to
be terminated.

"PLATINUM" means PLATINUM technologies International, inc., a
Delaware corporation.

"Public Debt Rating" means, at any date, the higher of the ratings
then assigned by S&P and Moody's to the senior, unsecured, long-term
Debt for borrowed money of the Borrower which is not guaranteed by any
other Person or otherwise subject to credit enhancement; provided that
if the ratings assigned by S&P and the Moody's are more than one level
apart, the Public Debt Rating shall mean the rating which is one level
above the lower of such S&P rating or Moody's rating, as applicable, and
provided further that if such lower rating is BBB- or below (in the case
of the S&P rating) or Baa3 or below (in the case of the Moody's rating),
the Public Debt Rating shall mean the lower of the rating assigned by
S&P and Moody's.

"Refunded Swingline Loans" has the meaning ascribed thereto in
Section 3.2(b).

"Refunding Date" has the meaning ascribed thereto in Section
3.2(c).

"Register" has the meaning ascribed thereto in Section 7.1(c).

"Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Issuing Bank pursuant to Section 4.5 for amounts drawn
under Letters of Credit.

"Reportable Event" has the meaning assigned to that term in Title
IV of ERISA.

"Responsible Officer" means the president, chief executive officer,
chief operating officer, chief financial officer, executive vice
president, treasurer, or controller of the Borrower and such other
officer of the Borrower designated by a Responsible Officer of the
Borrower by notice delivered to the Administrative Agent.

"Revolving Bank" means each bank or other financial institution
from time to time that has a Revolving Commitment or that holds
Revolving Extensions of Credit in accordance with the terms hereof.

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"Revolving Commitment" means, as to any Revolving Bank, the
obligation of such Revolving Bank, if any, to make Revolving Loans and
participate in Swingline Loans and Letters of Credit in an aggregate
principal and/or face amount not to exceed the amount set forth under
the heading "Revolving Commitment" opposite such Revolving Bank's name
on Schedule 1 or in the Assignment and Acceptance pursuant to which such
Revolving Bank became a party hereto, as the same may be changed from
time to time pursuant to the terms hereof. The original amount of the
Total Revolving Commitments is $1,500,000,000.

"Revolving Extensions of Credit" means, as to any Revolving Bank at
any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Loans held by such Revolving Bank then
outstanding, (b) such Revolving Bank's Revolving Percentage of the L/C
Obligations then outstanding and (c) such Revolving Bank's Revolving
Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

"Revolving Loans" has the meaning assigned to that term in Section
2.1.

"Revolving Percentage" means, as to any Revolving Bank at any time,
the percentage which such Revolving Bank's Revolving Commitment then
constitutes of the Total Revolving Commitments (or, at any time after
the Revolving Commitments shall have expired or terminated, the
percentage which the aggregate principal amount of such Revolving Bank's
Revolving Loans then outstanding constitutes of the aggregate principal
amount of the Revolving Loans then outstanding).

"S&P" means Standard and Poor's Ratings Service.

"Shares" means the issued and outstanding common stock of PLATINUM.

"SPC" has the meaning ascribed thereto in Section 13.11(f).

"Subsidiary" means, as to any Person, any now existing or hereafter
organized corporation, partnership or other entity (a) in which such
Person, directly or indirectly, owns beneficially or of record equity
securities (or securities currently convertible into equity securities)
which give such Person directly or indirectly, upon conversion, exercise
or otherwise, the power to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity, or (b)
the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, by such Person.

"Swingline Bank" means Credit Suisse First Boston, in its capacity
as the lender of Swingline Loans.

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"Swingline Commitment" means the obligation of the Swingline Bank
to make Swingline Loans pursuant to Section 3.1.

"Swingline Loans" has the meaning ascribed thereto in Section 3.1.

"Swingline Participation Amount" has the meaning ascribed thereto
in Section 3.2(c).

"Tax Credit" has the meaning ascribed thereto in Section 7.13(i).

"Taxes" has the meaning ascribed thereto in Section 7.13(a).

"Tender Offer" means the tender offer by AcquisitionCo for all of
the issued and outstanding shares of common stock of PLATINUM and the
purchase of the Tendered Shares in accordance with the terms and
conditions of the Tender Offer Documents.

"Tender Offer Documents" means, collectively, the tender offer
statement on Schedule 14D-1, dated April 2, 1999, filed by AcquisitionCo
with the Securities and Exchange Commission pursuant to Section 14(d)(1)
of the Exchange Act, together with all exhibits thereto, including the
Offer to Purchase, the solicitation/recommendation statement on Schedule
14D-9, dated April 5, 1999, filed by PLATINUM pursuant to Section
14(d)(4) of the Exchange Act, in each case, as in effect on the date
hereof and amended, supplemented or otherwise modified from time to time
in accordance with the provisions of Section 10.2(j).

"Tendered Shares" means the Shares tendered pursuant to the Tender
Offer and not validly withdrawn.

"Termination Date" means the date which is 364 days following the
Closing Date.

"Test Ratio" means, for any period, the ratio (determined by
reference to the consolidated financial statements of the Borrower and
its Subsidiaries most recently required to be delivered pursuant to
Section 10.1(h)(i) or (ii), as the case may be) of (a) the total Debt of
Borrower and its Subsidiaries on a consolidated basis on the last day of
such period to (b) Consolidated EBITDA of the Borrower and its
Subsidiaries for such period.

"Total Revolving Commitments" means, at any time, the aggregate
amount of the Revolving Commitments then in effect.

"Total Revolving Extensions of Credit" means, at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving

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Banks outstanding at such time plus the aggregate principal amount of
CAF Advances then outstanding.

"Type" means, with respect to any Loan, a Base Rate Loan or a
Eurodollar Rate Loan.

"Uniform Customs" means the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time.

Section 1.2 Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and
"until" mean "to but excluding".

Section 1.3 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.

Section 1.4 No Presumption Against Any Party. Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against any Bank or the Borrower, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed
by each of the parties and their counsel and shall be construed and
interpreted according to the ordinary meaning of the words used so as to
fairly accomplish the purposes and intentions of all parties hereto.

Section 1.5 Use of Certain Terms. Unless the context of this
Agreement requires otherwise, the plural includes the singular, the singular
includes the plural, the part includes the whole, "including" is not
limiting, and "or" has the inclusive meaning of the phrase "and/or." The
words "hereof," "herein," "hereby," "hereunder," and other similar terms of
this Agreement refer to this Agreement as a whole and not exclusively to any
particular provision of this Agreement.

Section 1.6 Headings and References. Section and other headings
are for reference only, and shall not affect the interpretation or meaning of
any provision of this Agreement. Unless otherwise provided, references to
Articles, Sections, Schedules, and Exhibits shall be deemed references to
Articles, Sections, Schedules and Exhibits of this Agreement. References to
this Agreement and any other Credit Document include this Agreement and other
Credit Documents as the same may be modified, amended, restated or
supplemented from time to time pursuant to the provisions hereof or thereof.
A reference to a Person includes the successors and assigns of such Person,
but such successors and assigns shall have rights under this Agreement only
to the extent permitted hereby.

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Section 1.7 Independence of Provisions. All agreements and
covenants hereunder and under the other Credit Documents shall be given
independent effect such that if a particular action or condition is
prohibited by the terms of any such agreement or covenant, the fact that such
action or condition would be permitted within the limitations of another
agreement or covenant shall not be construed as allowing such action to be
taken or condition to exist.

ARTICLE 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

Section 2.1 Revolving Commitments. Subject to the terms and
conditions hereof, each Revolving Bank severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time during the
Commitment Period in an aggregate principal amount that will not cause (a)
the sum of the Revolving Extensions of Credit of any Revolving Bank and the
aggregate principal amount of Money Market Loans made by such Revolving Bank
to exceed the Revolving Commitment then in effect for such Revolving Bank or
(b) the Total Revolving Extensions of Credit to exceed the Total Revolving
Commitments. During the Commitment Period the Borrower may use the Revolving
Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof. The
Revolving Loans may from time to time be Eurodollar Rate Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent
in accordance with Sections 2.2 and 7.6.

Section 2.2 Procedure for Borrowing of Revolving Loans. The
Borrower may borrow under the Revolving Commitments during the Commitment
Period on any Banking Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice of such borrowing (which notice must
be received by the Administrative Agent prior to 12:00 Noon, New York City
time), (a) three Banking Days prior to the requested Borrowing Date, in the
case of Eurodollar Rate Loans, or (b) one Banking Day prior to the requested
Borrowing Date, in the case of Base Rate Loans. Such notice shall be in the
form of a Notice of Borrowing, substantially in the form of Exhibit C-1
hereto, which has been duly completed and executed by the Borrower and shall
specify (i) the amount and Type of Revolving Loans to be borrowed, (ii) the
requested Borrowing Date, (iii) in the case of Eurodollar Rate Loans, the
respective amounts of each such Type of Loan and the respective lengths of
the initial Interest Period therefor and (iv) unless the Administrative Agent
previously has been notified in writing thereof, the Borrower's remittance
instructions. Any Revolving Loans made prior to the date which is 30 days
after the Closing Date shall be made as Base Rate Loans or Eurodollar Rate
Loans having an Interest Period of one month and, unless otherwise agreed by
the Administrative Agent in its sole discretion, no Revolving Loan may be
converted into or continued as a Eurodollar Rate Loan having an Interest
Period in excess of one month prior to the date that is 30 days after the

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Closing Date. Each borrowing under the Revolving Commitments shall be in an
amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if then aggregate Available Revolving Commitments are less than
$10,000,000, such lesser amount; provided that such lesser amount must be
borrowed as a Base Rate Loan); provided, that the Swingline Bank may request,
on behalf of the Borrower, borrowings under the Revolving Commitments that
are Base Rate Loans in other amounts pursuant to Section 3.2(b). Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Revolving Bank thereof. Each Revolving Bank will make
the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office
prior to 12:00 Noon, New York City time, on the Borrowing Date requested by
the Borrower in funds immediately available to the Administrative Agent.
Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of
such office with the aggregate of the amounts made available to the
Administrative Agent by the Revolving Banks and in like funds as received by
the Administrative Agent.

Section 2.3 Termination of Revolving Commitments. On the last day
of the Commitment Period, the Revolving Commitments shall terminate and all
amounts outstanding thereunder shall be immediately due and payable.

Section 2.4 Use of Proceeds. The proceeds of the Revolving Loans
shall be used by the Borrower and its Subsidiaries for working capital
purposes and other general corporate purposes (including, without limitation,
to pay a portion of the consideration for the Acquisition).

Section 2.5 Extensions of Termination Date for Revolving
Commitments. The Borrower may from time to time request that the Revolving
Banks and the Administrative Agent agree in writing to extend the Termination
Date then in effect for the Revolving Commitments to the 364th day after the
Response Date (as defined below); such request shall be received by the
Administrative Agent (which shall promptly notify the Revolving Banks
thereof) at least 45 days prior to the Termination Date then in effect. If
on the 29th day prior to the Termination Date then in effect (such 29th day
being the "Response Date"), or on such date thereafter as to which the
Borrower agrees, the Administrative Agent receives from any Revolving Bank a
written acceptance of the Borrower's request, then, effective on such 29th
day or such other day, the Termination Date for the Revolving Commitments
then in effect will be so extended as to each Revolving Bank who accepts the
Borrower's request but shall not be extended as to any other Revolving Bank;
if no Revolving Bank delivers such an acceptance, then the Borrower's request
shall be deemed denied and the Termination Date for the Revolving Commitments
then in effect shall not be extended as to the Administrative Agent or any
Revolving Bank. The Administrative Agent shall promptly notify the Borrower
of the acceptances received by it. To the extent that the Termination Date

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for the Revolving Commitments in effect at any time is not extended as to any
Revolving Bank pursuant to this Section 2.5 or by other written agreement
executed by such Revolving Bank before such Termination Date, the Revolving
Commitment of such Revolving Bank hereunder shall automatically terminate in
whole on the then existing Termination Date without any further notice or
other action by the Borrower, such Revolving Bank or any other Person. It is
understood that the Revolving Banks and the Administrative Agent shall have
no obligation whatsoever to agree to any request made by the Borrower for the
extension of the Termination Date for the Revolving Commitments. If a
Revolving Bank declines the Borrower's extension request, the Borrower may,
at its option: (a) designate an alternate bank (which need not be an
existing Bank) to purchase an assignment of such Bank's Revolving Commitment
and all other amounts payable to such Bank under this Agreement for a price
equal to the aggregate outstanding principal amount of the Loans (other than
CAF Advances) owing to such Revolving Bank and all accrued interest and other
amounts owing on account thereof (in which event such Bank shall cooperate in
good faith with the Borrower and such alternate bank in order to effect the
prompt assignment of the Revolving Commitment of, and amounts owing to, such
Revolving Bank), or (b) during such time as no Event of Default, or any event
that would constitute an Event of Default but for the requirement that notice
be given or time elapse or both, has occurred and is continuing, repay all
amounts (other than CAF Advances) owing to such Revolving Bank and terminate
its Revolving Commitment.

ARTICLE 3. AMOUNT AND TERMS OF SWINGLINE SUB-FACILITY

Section 3.1 Swingline Commitment. Subject to the terms and
conditions hereof, the Swingline Bank agrees that it shall make swingline
loans (the "Swingline Loans") available to the Borrower from time to time
during the Commitment Period under the Revolving Commitments; provided that
(i) the sum of the aggregate then-outstanding principal amount of the
Swingline Loans and the aggregate then-outstanding amount of the L/C
Obligations would not exceed $75,000,000 and (ii) the Borrower shall not
request, and the Swingline Bank shall not make, any Swingline Loan if, after
giving effect to the making of such Swingline Loan, the Total Revolving
Extensions of Credit would exceed the Total Revolving Commitments. During
the Commitment Period, the Borrower may use the Swingline Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swingline Loans shall be made and maintained only as Base
Rate Loans.

Section 3.2 Procedure for Swingline Borrowing; Refunding of
Swingline Loans. (a) Whenever the Borrower desires that the Swingline Bank
make Swingline Loans it shall give the Swingline Bank irrevocable telephonic
notice confirmed promptly in writing (which telephonic notice must be
received by the Swingline Bank not later than 1:00 P.M., New York City time,

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on the proposed Borrowing Date). Such notice shall be in the form of a
Notice of Borrowing, substantially in the form of Exhibit C-1 hereto, which
has been duly completed and executed by the Borrower and shall specify (i)
the amount to be borrowed, (ii) the requested Borrowing Date and (iii) unless
the Swingline Bank previously has been notified in writing thereof, the
Borrowers' remittance instructions. Each borrowing under the Swingline
Commitment shall be in an amount equal to $1,000,000 or a whole multiple of
$500,000 in excess thereof. Not later than 3:00 P.M., New York City time, on
the Borrowing Date specified in a notice in respect of Swingline Loans, the
Swingline Bank shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the amount
of the Swingline Loan to be made by the Swingline Bank. The Administrative
Agent shall make the proceeds of such Swingline Loan available to the
Borrower on such Borrowing Date by depositing such proceeds in the account of
the Borrower with the Administrative Agent on such Borrowing Date in
immediately available funds.

(b) The Swingline Bank, at any time and from time to time in its
sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Bank to act on its behalf), on one Banking
Day's notice given by the Swingline Bank no later than 3:00 P.M., New York
City time, request each Revolving Bank to make, and each Revolving Bank
hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving
Bank's Revolving Percentage of the aggregate amount of the Swingline Loans
(the "Refunded Swingline Loans") outstanding on the date of such notice, to
repay the Swingline Bank. Each Revolving Bank shall make the amount of such
Revolving Loan available to the Administrative Agent at the Funding Office in
immediately available funds, not later than 12:00 Noon, New York City time,
one Banking Day after the date of such notice. The proceeds of such
Revolving Loans shall be immediately made available by the Administrative
Agent to the Swingline Bank for application by the Swingline Bank to the
repayment of the Refunded Swingline Loans.

(c) If prior to the time a Revolving Loan would have otherwise
been made pursuant to Section 3.2(b), one of the events described in clause
(f) or (g) of Article 11 shall have occurred and be continuing with respect
to the Borrower or if for any other reason, as determined by the Swingline
Bank in its sole discretion, Revolving Loans may not be made as contemplated
by Section 3.2(b), each Revolving Bank shall, on the date such Revolving Loan
was to have been made pursuant to the notice referred to in Section 3.2(b)
(the "Refunding Date"), purchase for cash an undivided participating interest
in then outstanding Swingline Loans by paying to the Swingline Bank an amount
(the "Swingline Participation Amount") equal to (i) such Revolving Bank's
Revolving Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such
Revolving Loans.

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(d) Whenever, at any time after the Swingline Bank has received
from any Revolving Bank such Bank's Swingline Participation Amount, the
Swingline Bank receives any payment on account of the Swingline Loans, the
Swingline Bank will distribute to such Revolving Bank its Swingline
Participation Amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Revolving Bank's
participating interest was outstanding and funded and, in the case of
principal and interest payments, to reflect such Revolving Bank's pro rata
portion of such payment if such payment is not sufficient to pay the
principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Bank
is required to be returned, such Revolving Bank will return to the Swingline
Bank any portion thereof previously distributed to it by the Swingline Bank.

(e) Each Revolving Bank's obligation to make the Revolving Loans
referred to in Section 3.2(b) and to purchase participating interests
pursuant to Section 3.2(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such Revolving Bank or the Borrower
may have against the Swingline Bank, the Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of an Event of Default
or the failure to satisfy any of the other conditions specified in Article 8;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement or any other Credit Document by
the Borrower, any of its Subsidiaries or any other Revolving Bank; or (v) any
other circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

ARTICLE 4. AMOUNT AND TERMS OF LETTER OF CREDIT SUB-FACILITY

Section 4.1 L/C Commitment. (a) Subject to the terms and
conditions hereof, each Issuing Bank, in reliance on the agreements of the
other Revolving Banks set forth in Section 4.4(a), agrees to issue letters of
credit ("Letters of Credit") for the account of the Borrower on any Banking
Day during the Commitment Period in such form as may be approved from time to
time by the Issuing Bank; provided that such Issuing Bank shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the sum of the aggregate then-outstanding principal amount of
the Swingline Loans and the aggregate then-outstanding amount of the L/C
Obligations would exceed $75,000,000 or (ii) the Total Revolving Extensions
of Credit would be in excess of the Total Revolving Commitment. Each Letter
of Credit shall (i) be denominated in Dollars and (ii) expire no later than
the earlier of (x) the first anniversary of its date of issuance and (y) the
date that is five Banking Days prior to the Termination Date, provided that
any Letter of Credit with a one-year term may provide for the renewal thereof

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for additional one-year periods (which shall in no event extend beyond the
date referred to in clause (y) above).

(b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

(c) No Issuing Bank shall at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause the
Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Law.

Section 4.2 Procedure for Issuance of Letter of Credit. The
Borrower may from time to time request that the applicable Issuing Bank issue
a Letter of Credit by delivering to such Issuing Bank at its address for
notices specified herein an Application therefor, completed to the
satisfaction of such Issuing Bank, and such other certificates, documents and
other papers and information as such Issuing Bank may request. Upon receipt
of any Application, such Issuing Bank will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and, after
confirming with the Administrative Agent that the provisions of the proviso
to the first sentence of Section 4.1 are then satisfied, shall promptly (and,
in any event, within five Banking Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) issue the Letter of Credit requested thereby
(but in no event shall such Issuing Bank be required to issue any Letter of
Credit earlier than two Banking Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by such
Issuing Bank and the Borrower. Such Issuing Bank shall furnish a copy of
such Letter of Credit to the Borrower promptly following the issuance thereof
and shall promptly furnish to the Administrative Agent, which shall in turn
promptly furnish to the Revolving Banks, notice of the issuance of each
Letter of Credit (including the amount thereof); provided that, with respect
to commercial Letters of Credit, the Administrative Agent need not furnish
such notice of issuance to the Revolving Banks more frequently than once per
calendar quarter.

Section 4.3 Fees and Other Charges. (a) The Borrower will pay a
fee on all outstanding Letters of Credit for each day at a per annum rate
equal to the Eurodollar Rate Margin then in effect with respect to Eurodollar
Rate Loans hereunder times the aggregate undrawn face amounts of such Letters
of Credit on such day. Such fee shall be payable to the Administrative
Agent, for the account of the Revolving Banks, quarterly in arrears on each
L/C Fee Payment Date after the issuance date. In addition, the Borrower

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shall pay to the relevant Issuing Bank for its own account a fronting fee of
0.25% per annum on the undrawn and unexpired amount of each Letter of Credit,
payable quarterly in arrears on each L/C Fee Payment Date after the Issuance
Date.

(b) In addition to the foregoing fees, the Borrower shall pay or
reimburse the relevant Issuing Bank for such normal and customary costs and
expenses as are incurred or charged by such Issuing Bank in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

Section 4.4 L/C Participations. (a) Each Issuing Bank
irrevocably agrees to grant and hereby grants to each L/C Participant, and,
to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from each Issuing Bank, on the terms and conditions hereinafter
stated, for such L/C Participant's own account and risk an undivided interest
equal to such L/C Participant's Revolving Percentage in such Issuing Bank's
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by such Issuing Bank thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Bank
that, if a draft is paid under any Letter of Credit for which such Issuing
Bank is not reimbursed in full by the Borrower in accordance with the terms
of this Agreement, such L/C Participant shall pay to such Issuing Bank upon
demand at such Issuing Bank's address for notices specified herein an amount
equal to such L/C Participant's Revolving Percentage of the amount of such
draft, or any part thereof, that is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to an
Issuing Bank pursuant to Section 4.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Bank under any Letter of Credit
is paid to such Issuing Bank within three Banking Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Bank on demand
an amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Rate during the period from and including the date such
payment is required to the date on which such payment is immediately
available to such Issuing Bank, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360. If any such amount required to be paid by any L/C Participant
pursuant to Section 4.4(a) is not made available to the relevant Issuing Bank
by such L/C Participant within three Banking Days after the date such payment
is due, such Issuing Bank shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from
such due date at the rate per annum applicable to Base Rate Loans hereunder.
A certificate of the relevant Issuing Bank submitted to any L/C Participant
with respect to any amounts owing under this Section shall be conclusive in
the absence of manifest error.

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(c) Whenever, at any time after an Issuing Bank has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 4.4(a), such Issuing
Bank receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied
thereto by such Issuing Bank), or any payment of interest on account thereof,
such Issuing Bank will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received
by such Issuing Bank shall be required to be returned by such Issuing Bank,
such L/C Participant shall return to such Issuing Bank the portion thereof
previously distributed by such Issuing Bank to it.

Section 4.5 Reimbursement Obligation of the Borrower. The
Borrower agrees to reimburse each Issuing Bank on each date on which such
Issuing Bank notifies the Borrower (or on the immediately following Banking
Day if the Issuing Bank notifies the Borrower after 11:00 A.M., New York City
time) of the date and amount of a draft presented under any Letter of Credit
issued and paid by such Issuing Bank (a "Reimbursement Notice") for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by such Issuing Bank in connection with such
payment (the amounts described in the foregoing clauses (a) and (b) in
respect of any drawing, collectively, the "Payment Amount"). Each such
payment shall be made to such Issuing Bank at its address for notices
specified herein in lawful money of the United States of America and in
immediately available funds. Interest shall be payable on each Payment
Amount from the date of the applicable drawing until payment in full at the
rate set forth in (i) until the third Banking Day following the date of the
applicable drawing, Section 7.8(b) and (ii) thereafter, Section 7.8(c). Each
drawing under any Letter of Credit shall (unless (x) an event of the type
described in clause (f) or (g) of Article 11 shall have occurred and be
continuing with respect to the Borrower, in which case the procedures
specified in Section 4.4 for funding by L/C Participants shall apply or (y)
the Borrower notifies the Administrative Agent and the Issuing Bank on the
date of the Borrower's receipt of the relevant Reimbursement Notice that the
Borrower intends to provide the reimbursement contemplated by this Section
4.5 with other sources of funds) constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 2.2 of Base Rate
Loans (or, at the option of the Borrower, a borrowing pursuant to Section 3.2
of Swing Line Loans) in the amount of such drawing. The Borrowing Date with
respect to such borrowing shall be the first date on which a borrowing of
Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made,
pursuant to Section 2.2 (or, if applicable, Section 3.2), if the
Administrative Agent had received a notice of such borrowing at the time the
Administrative Agent delivers the applicable Reimbursement Notice.

Section 4.6 Obligations Absolute. The Borrower's obligations
under this Article 4 shall be absolute and unconditional under any and all

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circumstances and irrespective of any setoff, counterclaim or defense to
payment that the Borrower may have or have had against the relevant Issuing
Bank, any beneficiary of a Letter of Credit or any other Person. The
Borrower also agrees with each Issuing Bank that such Issuing Bank shall not
be responsible for, and the Borrower's Reimbursement Obligations under
Section 4.5 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred
or any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee. No Issuing Bank shall be liable for
any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with
any Letter of Credit issued by it, except for errors or omissions found by a
final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Issuing
Bank. The Borrower agrees that any action taken or omitted by an Issuing
Bank under or in connection with any Letter of Credit or the related drafts
or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of such Issuing Bank to the
Borrower.

Section 4.7 Letter of Credit Payments. If any draft shall be
presented for payment under any Letter of Credit, the relevant Issuing Bank
shall promptly notify the Borrower of the date and amount thereof. The
responsibility of such Issuing Bank to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to
any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are
substantially in conformity with such Letter of Credit.

Section 4.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the
provisions of this Article 4, the provisions of this Article 4 shall apply.

ARTICLE 5. CAF ADVANCES

Section 5.1 CAF Advances. Subject to the terms and conditions of
this Agreement, the Borrower may borrow CAF Advances from time to time under
the Total Revolving Commitment on any Banking Day during the CAF Advance
Availability Period. CAF Advances may be borrowed in amounts such that the
Total Revolving Extensions of Credit at any time shall not exceed the Total

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Revolving Credit Commitments at such time. Within the limits and on the
conditions hereinafter set forth with respect to CAF Advances, the Borrower
from time to time may borrow, repay and reborrow CAF Advances.

Section 5.2 Procedure for CAF Advance Borrowing. (a) The Borrower
shall request CAF Advances by delivering a CAF Advance Request to the
Administrative Agent, not later than 12:00 Noon (New York City time) four
Banking Days prior to the proposed Borrowing Date (in the case of a LIBO Rate
CAF Advance Request), and not later than 10:00 A.M. (New York City time) one
Banking Day prior to the proposed Borrowing Date (in the case of a Fixed Rate
CAF Advance Request). Each CAF Advance Request in respect of any Borrowing
Date may solicit bids for CAF Advances on such Borrowing Date in an aggregate
principal amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof and having not more than three alternative CAF Advance
Maturity Dates. The CAF Advance Maturity Date for each CAF Advance shall be
the date set forth therefor in the relevant CAF Advance Request, which date
shall be (i) not less than 14 days after the Borrowing Date therefor, in the
case of a Fixed Rate CAF Advance, (ii) one, two, three or six months (or such
longer period as the Borrower may elect in the relevant CAF Advance Request)
after the Borrowing Date therefor, in the case of a LIBO CAF Advance and
(iii) not later than the Termination Date, in the case of any CAF Advance.
The Administrative Agent shall notify each Revolving Bank by facsimile
transmission of the contents of each CAF Advance Request received by the
Administrative Agent.

(b) In the case of a LIBO Rate CAF Advance Request, upon receipt
of notice from the Administrative Agent of the contents of such CAF Advance
Request, each Revolving Bank may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at the applicable LIBO Rate plus
(or minus) a margin determined by such Revolving Bank in its sole discretion
for each such CAF Advance. Any such irrevocable offer shall be made by
delivering a CAF Advance Offer to the Administrative Agent, before 10:30 A.M.
(New York City time) on the day that is three Banking Days before the
proposed Borrowing Date, setting forth:

(i) the maximum amount of CAF Advances for each CAF Advance
Maturity Date and the aggregate maximum amount of CAF Advances for all
CAF Advance Maturity Dates which such Revolving Bank would be willing to
make (which amounts may, subject to Section 5.1, exceed such Revolving
Bank's Revolving Commitment); and

(ii) the margin above or below the applicable LIBO Rate at which
such Revolving Bank is willing to make each such CAF Advance.

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If the Administrative Agent, in its capacity as a Revolving Bank, shall
elect, in its sole discretion, to make any such CAF Advance Offer, it shall
advise the Borrower of the contents of its CAF Advance Offer before 10:15
A.M. (New York City time) on the date which is three Banking Days before the
proposed Borrowing Date.

(c) In the case of a Fixed Rate CAF Advance Request, upon receipt
of notice from the Administrative Agent of the contents of such CAF Advance
Request, each Revolving Bank may elect, in its sole discretion, to offer
irrevocably to make one or more CAF Advances at a rate of interest determined
by such Revolving Bank in its sole discretion for each such CAF Advance. Any
such irrevocable offer shall be made by delivering a CAF Advance Offer to the
Administrative Agent before 9:30 A.M. (New York City time) on the proposed
Borrowing Date, setting forth:

(i) the maximum amount of CAF Advances for each CAF Advance
Maturity Date, and the aggregate maximum amount for all CAF Advance
Maturity Dates, which such Revolving Bank would be willing to make
(which amounts may, subject to Section 5.1, exceed such Revolving Bank's
Revolving Commitment; and

(ii) the rate of interest at which such Revolving Bank is willing
to make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 10:00 A.M. (New
York City time) on the proposed Borrowing Date of the contents of each such
CAF Advance Offer received by it. If the Administrative Agent, in its
capacity as a Revolving Bank, shall elect, in its sole discretion, to make
any such CAF Advance Offer, it shall advise the Borrower of the contents of
its CAF Advance Offer before 9:15 A.M. (New York City time) on the proposed
Borrowing Date.

(d) Before 12:00 Noon (New York City time) three Banking Days
before the proposed Borrowing Date (in the case of CAF Advances requested by
a LIBO Rate CAF Advance Request) and before 11:00 A.M. (New York City time)
on the proposed Borrowing Date (in the case of CAF Advances requested by a
Fixed Rate CAF Advance Request), the Borrower, in its absolute discretion,
shall:

(i) cancel such CAF Advance Request by giving the Administrative
Agent telephone notice to that effect, or

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Section 5.2(c), as the case may be, and (B) reject any remaining offers
made by Revolving Banks pursuant to Section 5.2(b) or Section 5.2(c), as
the case may be.

(e) The Borrower's acceptance of CAF Advances in response to any
CAF Advance Offers shall be subject to the following limitations:

(i) the amount of CAF Advances accepted for each CAF Advance
Maturity Date specified by any Revolving Bank in its CAF Advance Offer
shall not exceed the maximum amount for such CAF Advance Maturity Date
specified in such CAF Advance Offer;

(ii) the aggregate amount of CAF Advances accepted for all CAF
Advance Maturity Dates specified by any Revolving Bank in its CAF
Advance Offer shall not exceed the aggregate maximum amount specified in
such CAF Advance Offer for all such CAF Advance Maturity Dates;

(iii) the Borrower may not accept offers for CAF Advances for any
CAF Advance Maturity Date in an aggregate principal amount in excess of
the maximum principal amount requested in the related CAF Advance
Request; and

(iv) if the Borrower accepts any of such offers, it must accept
offers based solely upon pricing for each relevant CAF Advance Maturity
Date and upon no other criteria whatsoever, and if two or more Revolving
Banks submit offers for any CAF Advance Maturity Date at identical
pricing and the Borrower accepts any of such offers but does not wish to
(or, by reason of the limitations set forth in Section 5.1, cannot)
borrow the total amount offered by such Revolving Banks with such
identical pricing, the Borrower shall accept offers from all of such
Revolving Banks in amounts allocated among them pro rata according to
the amounts offered by such Revolving Banks (with appropriate rounding,
in the sole discretion of the Borrower, to assure that each accepted CAF
Advance is an integral multiple of $1,000,000); provided that if the
number of Revolving Banks that submit offers for any CAF Advance
Maturity Date at identical pricing is such that, after the Borrower
accepts such offers pro rata in accordance with the foregoing provisions
of this paragraph, the CAF Advance to be made by any such Revolving Bank
would be less than $5,000,000 principal amount, the number of such
Revolving Banks shall be reduced by the Administrative Agent by lot
until the CAF Advances to be made by each such remaining Revolving Bank
would be in a principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof.

(f) If the Borrower notifies the Administrative Agent that a CAF
Advance Request is cancelled pursuant to Section 5.2(d)(i), the

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Administrative Agent shall give prompt telephone notice thereof to the
Revolving Banks.

(g) If the Borrower accepts pursuant to Section 5.2(d)(ii) one or
more of the offers made by any Revolving Bank or Revolving Banks, the
Administrative Agent promptly shall notify each Revolving Bank which has made
such an offer of (i) the aggregate amount of such CAF Advances to be made on
such Borrowing Date for each CAF Advance Maturity Date and (ii) the
acceptance or rejection of any offers to make such CAF Advances made by such
Revolving Bank. Before 12:00 Noon (New York City time) on the Borrowing Date
specified in the applicable CAF Advance Request, each Revolving Bank whose
CAF Advance Offer has been accepted shall make available to the
Administrative Agent at its office set forth in Section 13.1 the amount of
CAF Advances to be made by such Revolving Bank, in immediately available
funds. The Administrative Agent will make such funds available to the
Borrower as soon as practicable on such date at such office of the
Administrative Agent. As soon as practicable after each Borrowing Date, the
Administrative Agent shall notify each Revolving Bank of the aggregate amount
of CAF Advances advanced on such Borrowing Date and the respective CAF
Advance Maturity Dates thereof.

Section 5.3 CAF Advance Payments. (a) The Borrower shall pay to
the Administrative Agent, for the account of each Revolving Bank which has
made a CAF Advance, on the applicable CAF Advance Maturity Date the then
unpaid principal amount of such CAF Advance. The Borrower shall not have the
right to prepay any principal amount of any CAF Advance without the consent
of the Revolving Bank to which such CAF Advance is owed.

(b) The Borrower shall pay interest on the unpaid principal amount
of each CAF Advance from the Borrowing Date to applicable CAF Advance
Maturity Date at the rate of interest specified in the CAF Advance Offer
accepted by the Borrower in connection with such CAF Advance (calculated on
the basis of a (i) 360-day year for actual days elapsed, in the case of LIBO
Rate CAF Advances and (ii) 365/6-day year for actual days elapsed, the case
of Fixed Rate CAF Advances), payable on each applicable CAF Advance Interest
Payment Date.

(c) If any principal of, or interest on, any CAF Advance shall not
be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any
Revolving Bank under this Agreement, bear interest from the date on which
such payment was due at a rate per annum which is 2% above the rate which
would otherwise be applicable to such CAF Advance until the stated CAF
Advance Maturity Date of such CAF Advance, and for each day thereafter at a
rate per annum which is 2% above the Base Rate, in each case until paid in
full (as well after as before judgment). Interest accruing pursuant to this
paragraph (c) shall be payable from time to time on demand.

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Section 5.4 Evidence of Debt. The Borrower unconditionally
promises to pay to the Administrative Agent, for the account of each
Revolving Bank that makes a CAF Advance, on the CAF Advance Maturity Date
with respect thereto, the principal amount of such CAF Advance. The Borrower
further unconditionally promises to pay interest on each such CAF Advance for
the period from and including the Borrowing Date of such CAF Advance on the
unpaid principal amount thereof from time to time outstanding at the
applicable rate per annum determined as provided in, and payable as specified
in, Section 5.3(b). Each Revolving Bank shall maintain in accordance with
its usual practice appropriate records evidencing indebtedness of the
Borrower to such Revolving Bank resulting from each CAF Advance of such
Revolving Bank from time to time, including the amounts of principal and
interest payable and paid to such Revolving Bank from time to time in respect
of such CAF Advance. The Administrative Agent shall maintain the Register
pursuant to Section 7.1(c), and a record therein for each Revolving Bank, in
which shall be recorded (i) the amount of each CAF Advance made by such
Revolving Bank, the CAF Advance Maturity Date thereof, the interest rate
applicable thereto and each CAF Advance Interest Payment Date applicable
thereto, and (ii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower on account of such CAF Advance. The entries made
in the Register and the records of each Revolving Bank maintained pursuant to
this Section 5.4 shall, to the extent permitted by applicable law, be prima
facie evidence of the existence and amounts of the obligations of the
Borrower therein recorded; provided, however, that the failure of any
Revolving Bank or the Administrative Agent to maintain the Register or any
such record, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the CAF
Advances made by such Revolving Bank in accordance with the terms of this
Agreement.

Section 5.5 Certain Restrictions. A CAF Advance Request may
request offers for CAF Advances to be made on not more than one Borrowing
Date and to mature on not more than three CAF Advance Maturity Dates. No CAF
Advance Request may be submitted earlier than five Banking Days after
submission of any other CAF Advance Request.

ARTICLE 6. MONEY MARKET ADVANCES

Section 6.1 Procedure for Borrowing of Money Market Advances. (a)
The Borrower (directly or through an agent or representative) may at any time
and from time to time request any one or more of the Banks to make offers to
make Money Market Loans to the Borrower on any Banking Day during the
Commitment Period in the manner set forth below. Each such Bank may, but
shall have no obligation to, make such offer, and the Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Article 6.

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(c) In the event that the Borrower elects to accept a Bank's offer
for a Money Market Loan, the Borrower (directly or through an agent or
representative) shall provide telephonic notice to such Bank of its election
by no later than 90 minutes after the time that such offer was received by
the Borrower. The failure of the Borrower to provide such notice of
acceptance in a timely manner shall be deemed to constitute a rejection of
the offer of such Bank. Any Money Market Loan to be made by a Bank pursuant
to this Article 6 shall be made by the Bank crediting an account specified by
the Borrower with the amount of such advance in same day funds promptly upon
receipt of the Borrower's timely acceptance of the offer of such Bank with
respect to such Money Market Loan.

(d) Each Bank that shall make a Money Market Loan pursuant to
this Section 6.1 shall promptly notify the Administrative Agent of the amount
and term of such Money Market Loan.

Section 6.2 Evidence of Money Market Advances. The Borrower
agrees to forward to the Bank with respect to a Money Market Loan written
evidence of such Money Market Loan by providing, on the date upon which such
Money Market Loan is made, documents, in form and substance reasonably
acceptable to both the Borrower and such Bank, executed and delivered by a
duly authorized officer of the Borrower, confirming the amount so borrowed,
the rate of interest applicable thereto and the maturity thereof (with such
Money Market Loan being due and payable on such date of maturity); provided
that the failure of the Borrower to provide such documents shall not impair
the obligation of the Borrower to repay any Money Market Loan borrowed by it.
All borrowings pursuant to this Article shall bear interest at the rate (or
upon the basis, as the case may be) quoted to the Borrower by the relevant
Bank in its quotation described in Section 6.1(b) above, regardless of any
change in the interest rate between the time of quoting and the time of
borrowing.

Section 6.3 Acceleration of Money Market Advances. Upon the
occurrence and during the continuance of an Event of Default, each Bank that
has Money Market Loans outstanding may declare its Money Market Loans (with
any applicable interest thereon) to be immediately due and payable without
the consent of, or notice to, any other Bank; provided that if such event is
an Event of Default specified in clause (f) or (g) of Article 11 with respect
to the Borrower, such Bank's Money Market Loans (and any applicable interest
thereon) shall automatically become immediately due and payable.

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Section 6.4 Prepayment of Money Market Advances. In the event
that the availability under any Revolving Bank's Revolving Commitment has
been reduced on account of Money Market Loans made by it to a level that is
insufficient to permit such Revolving Bank to lend its ratable share of any
Revolving Loan requested to be made hereunder, the Borrower shall repay such
Revolving Bank's outstanding Money Market Loans simultaneously with or prior
to the borrowing of such Revolving Loans (which repayment may be financed
with proceeds of such Revolving Loans and shall be subject to the provisions
of Section 7.14) by the amount necessary to cause its Available Revolving
Commitment (before giving effect to the borrowing of such Revolving Loan, but
after giving effect to the application of proceeds thereof) to be at least
equal to its ratable share of any such Revolving Loan.

Section 6.5 Money Market Advances are Not Loans. (a) The
Borrower and any Bank may at any time and from time to time enter into
written agreements that provide for procedures for soliciting and extending
Money Market Loans that differ from those specified in this Article 6 (other
than the provisions of Sections 6.1(d), 6.4 and 6.5(b) hereof, which shall
apply to each Money Market Loan). As between the Borrower and such Bank such
agreements shall supersede the provisions of such paragraphs to the extent
specified therein.

(b) Notwithstanding anything to the contrary contained herein,
Money Market Loans shall be deemed not to be extensions of credit under this
Agreement or under the Notes and the rights and obligations of the Borrower
in respect of Money Market Loans shall be deemed not to be rights and
obligations of the Borrower hereunder or under the Notes; provided that Money
Market Loans shall be considered to be extensions of credit under this
Agreement for purposes of calculating the availability under any Revolving
Bank's Revolving Commitment.

ARTICLE 7. GENERAL PROVISIONS APPLICABLE TO EXTENSIONS OF CREDIT

Section 7.1 Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of the appropriate Revolving Bank or the Swing Line Bank, as
the case may be, (i) the then unpaid principal amount of each Revolving Loan
of such Revolving Bank on the Termination Date (or on such earlier date on
which the Loans become due and payable in accordance with the terms of this
Agreement) and (ii) the then unpaid principal amount of each Swing Line Loan
of the Swing Line Bank on the Termination Date (or on such earlier date on
which the Loans become due and payable in accordance with the terms of this
Agreement). The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the date
hereof until payment in full thereof at the rates per annum, and on the
dates, set forth in Section 7.8.

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

(c) The Administrative Agent, on behalf of the Borrower, shall
maintain at its Agency Office register (the "Register") for the recordation
of the names and addresses of the Banks, and the Register shall contain a
subaccount therein for each Bank, in which shall be recorded (i) the amount
of each Loan made hereunder and any Note evidencing such Loan, the Type of
such Loan and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Bank hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Bank's share
thereof. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Banks
shall treat each Person whose name is recorded in the Register as the owner
of the Loans, L/C Obligations and any Notes evidencing such Loans recorded
therein for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Bank (with respect to any entry
relating to such Bank's Loans and other extensions of credit) at any
reasonable time and from time to time upon reasonable prior notice.

(d) The entries made in the Register and the accounts of each Bank
maintained pursuant to Section 7.1(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Bank or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made
to the Borrower by such Bank in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the
Administrative Agent by any Bank (which request shall be delivered to
Administrative Agent (A) within 45 days following the date hereof, in the
case of a Bank which is a party hereto on the date hereof, (B) within 30 days
following the recording of the relevant Assignment and Acceptance Agreement,
in the case of any Assignee or (C) in either case, within any longer period
as the Administrative Agent and the Borrower shall agree), the Borrower will
execute and deliver to such Bank a promissory note of the Borrower evidencing
any Revolving Loans or Swing Line Loans, as applicable, of such Bank,
substantially in the forms of Exhibit E-1 or E-2, respectively (collectively,
the "Notes"), with appropriate insertions as to date and principal amount;
provided that (unless the Borrower and the Administrative Agent otherwise
agree) no Notes shall be delivered to the Banks until the date which is 90
days after the date hereof.

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Section 7.2 Facility Fee, etc. (a) The Borrower hereby agrees to
pay to the Administrative Agent, for the ratable account of the Revolving
Banks, a facility fee for each day in the amount equal to the Applicable
Facility Fee Rate in effect on such day times the amount of the Total
Revolving Commitments (regardless of the utilization thereof) on such day.
Such facility fee shall accrue from and after the Closing Date and shall be
payable quarterly, in arrears, on each L/C Fee Payment Date and on the
Termination Date.

(b) The Borrower agrees to pay to the Administrative Agent the
fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Administrative Agent.

Section 7.3 Termination or Reduction of Revolving Commitments.
The Borrower shall have the right, upon not less than three Banking Days'
notice to the Administrative Agent, to terminate the Revolving Commitments
or, from time to time, to reduce the amount of the Revolving Commitments;
provided that no such termination or reduction of Revolving Commitments shall
be permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans and Swingline Loans made on the effective date thereof, (x)
the Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments or (y) the Available Revolving Commitment of any Revolving Bank
would be less than zero. Any such reduction shall be in an amount equal to
$10,000,000, or a whole multiple of $1,000,000 in excess thereof, and shall
reduce permanently the Revolving Commitments then in effect.

Section 7.4 Optional Prepayments. The Borrower may at any time
and from time to time prepay the Loans (other than CAF Advances, which may be
prepaid only with the consent of the Revolving Bank to which such CAF Advance
is owed), in whole or in part, without premium or penalty, upon irrevocable
notice delivered to the Administrative Agent at least three Banking Days
prior thereto in the case of Eurodollar Rate Loans and at least one Banking
Day prior thereto in the case of Base Rate Loans, which notice shall specify
(a) the date and amount of prepayment, (b) whether the prepayment is of
Eurodollar Rate Loans or Base Rate Loans and (c) if such prepayment is of
Eurodollar Rate Loans and the Borrower so elects, the particular Eurodollar
Tranches to be so prepaid; provided, that if a Eurodollar Rate Loan is
prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section
7.14. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Bank thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date
specified therein, together with (except in the case of Revolving Loans that
are Base Rate Loans and Swingline Loans) accrued interest to such date on the
amount prepaid. Partial prepayments of Revolving Loans shall be in an
aggregate principal amount of $10,000,000 or a whole multiple of $1,000,000
in excess thereof. Partial prepayments of Swingline Loans shall be in an

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aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in
excess thereof.

Section 7.5 Mandatory Prepayments and Commitment Reductions. On
the last day of the Commitment Period, the Commitments shall terminate and
(unless such termination occurs pursuant to Article 11 of this Agreement, in
which case the provisions of such Article 11 shall govern) all principal,
interest and other amounts owing hereunder shall be immediately due and
payable.

Section 7.6 Conversion and Continuation Options. (a) Subject to
the provisions of Section 7.7, the Borrower may elect from time to time to
convert any amount of Eurodollar Rate Loans to Base Rate Loans by delivering
a Notice of Borrowing (substantially in the form of Exhibit C-3) to Agent
prior to 12:00 Noon, New York City time, at least one Banking Day prior to
the requested date of conversion. Subject to the provisions of Section 7.7,
the Borrower may elect from time to time to convert any amount of Base Rate
Loans (other than Swingline Loans) to Eurodollar Rate Loans by delivering a
Notice of Borrowing (substantially in the form of Exhibit C-3) to Agent prior
to 12:00 Noon, New York City time, at least three Banking Days' prior to the
requested date of conversion. Any such Notice of Borrowing with respect to a
conversion to Eurodollar Rate Loans shall be irrevocable and shall specify
the length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such Notice of Borrowing, Agent shall promptly notify each
affected Bank thereof. All or any part of outstanding Eurodollar Rate Loans
and Base Rate Loans may be converted as provided herein, provided that no
Base Rate Loan may be converted into a Eurodollar Rate Loan when any Event of
Default has occurred and is continuing and the Administrative Agent has or
the Majority Banks have determined that such a conversion is not appropriate.

(b) Subject to the provisions of Section 7.7, any Eurodollar Rate
Loan may be continued as such upon the expiration of then current Interest
Period with respect thereto by the Borrower delivering a Notice of Borrowing
(substantially in the form of Exhibit C-2) to the Administrative Agent, prior
to 12:00 Noon (New York City time) on the third Banking Day prior to the last
day of then current Interest Period, specifying the length of the next
Interest Period to be applicable to such Loans, provided that no Eurodollar
Rate Loan may be continued as such when any Event of Default has occurred and
is continuing and the Administrative Agent has or the Majority Banks have
determined that such a continuation is not appropriate and provided, further,
that if the Borrower shall fail to give such notice or if such continuation
is not permitted such Eurodollar Rate Loans shall be automatically converted
to Base Loans on the last day of such then expiring Interest Period. Upon
receipt of any such notice the Administrative Agent shall promptly notify
each affected Bank thereof.

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(c) Notwithstanding anything to the contrary contained herein and
unless the Administrative Agent (in its sole discretion) otherwise agrees, no
Loan may be converted to or continued as a Eurodollar Rate Loan which has an
Interest Period of longer than one month until the date which is 30 days
following the Closing Date.

Section 7.7 Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Rate Loans hereunder and all selections of
Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, (a) after giving effect thereto, the aggregate
principal amount of the Eurodollar Rate Loans comprising each Eurodollar
Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in
excess thereof and (b) no more than 15 Eurodollar Tranches shall be
outstanding at any one time.

Section 7.8 Interest Rates and Payment Dates. (a) Each
Eurodollar Rate Loan shall bear interest for each day during each Interest
Period with respect thereto at a rate per annum equal to the Eurodollar Rate
determined for such day plus the Eurodollar Rate Margin.

(b) Each Base Rate Loan shall bear interest at a rate per annum
equal to the Base Rate.

(c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% or (y) in the case of Reimbursement
Obligations, the rate applicable to Base Rate Loans plus 2%, and (ii) if all
or a portion of any interest payable on any Loan or Reimbursement Obligation
or any facility fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum equal to the rate then
applicable to Base Rate Loans plus 2%, in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is
paid in full (as well after as before judgment).

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any Loan (other than any Revolving Credit Loan that is a Base Rate Loan and
any Swing Line Loan), the date of any repayment or prepayment made in respect
thereof. Notwithstanding the foregoing, interest accruing pursuant to
paragraph (c) of this Section shall be payable from time to time on demand.

Section 7.9 Computation of Interest and Fees. (a) Interest
payable pursuant hereto shall be calculated on the basis of a 360-day year
for the actual days elapsed, except that, with respect to Base Rate Loans the
rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. Fees and other amounts
payable hereunder shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Banks of
each determination of a Eurodollar Rate. Any change in the interest rate on
a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day
on which such change becomes effective. The Administrative Agent shall as
soon as practicable notify the Borrower and the relevant Banks of the
effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Banks in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent
in determining any interest rate pursuant to Section 7.8(a).

Section 7.10 Inability to Determine Interest Rate. If prior to
the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that,
by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for
such Interest Period, or

(b) the Administrative Agent shall have received notice from the
Banks which will hold a majority in principal amount of the Loans to
which such Interest Period is to apply that the Eurodollar Rate
determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Banks (as conclusively
certified by such Banks) of making or maintaining their affected Loans
during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrower and the relevant Banks as soon as practicable thereafter. If

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such notice is given (x) any Eurodollar Rate Loans under the relevant
Facility requested to be made on the first day of such Interest Period shall
be made as Base Rate Loans, (y) any Loans under the relevant Facility that
were to have been converted on the first day of such Interest Period to
Eurodollar Rate Loans shall be continued as Base Rate Loans and (z) any
outstanding Eurodollar Rate Loans under the relevant Facility shall be
converted, on the last day of then-current Interest Period, to Base Rate
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Rate Loans under the relevant Facility shall be made or
continued as such, nor shall the Borrower have the right to convert Loans
under the relevant Facility to Eurodollar Rate Loans.

Section 7.11 Pro Rata Treatment and Payments. (a) Each borrowing
by the Borrower from the Banks hereunder, each payment by the Borrower on
account of any facility fee and any reduction of the Commitments of the Banks
shall be made pro rata according to the respective Revolving Percentages of
the relevant Banks.

(b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the
Revolving Loans then held by the Revolving Banks.

(c) All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made
prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the relevant Banks, at the Funding
Office, in Dollars and in immediately available funds. The Administrative
Agent shall distribute such payments to the relevant Banks promptly upon
receipt in like funds as received. If any payment hereunder (other than
payments on the Eurodollar Rate Loans) becomes due and payable on a day other
than a Banking Day, such payment shall be extended to the next succeeding
Banking Day. If any payment on a Eurodollar Rate Loan becomes due and
payable on a day other than a Banking Day, the maturity thereof shall be
extended to the next succeeding Banking Day unless the result of such
extension would be to extend such payment into another calendar month, in
which event such payment shall be made on the immediately preceding Banking
Day. In the case of any extension of any payment of principal pursuant to
the preceding two sentences, interest thereon shall be payable at then
applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in
writing by any Bank prior to a borrowing that such Bank will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Bank is
making such amount available to the Administrative Agent, and the

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Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor,
such Bank shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Rate for
the period until such Bank makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to
any Bank with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Bank's share of such
borrowing is not made available to the Administrative Agent by such Bank
within three Banking Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the
rate per annum applicable to Base Rate Loans under the relevant Facility, on
demand, from the Borrower. The failure of any Bank to make the Loan to be
made by it on any date shall not relieve any other Bank of its obligation, if
any, hereunder to make its Loan on such date, but no Bank shall be
responsible for the failure of any other Bank to make any Loan to be made by
such other Bank.

(e) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment being made hereunder
that the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Banks their respective pro rata shares
of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Banking Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Bank
to which any amount which was made available pursuant to the preceding
sentence, such amount with interest thereon at the rate per annum equal to
the daily average Federal Funds Rate. Nothing herein shall be deemed to
limit the rights of the Administrative Agent or any Bank against the
Borrower.

Section 7.12 Increased Costs and Capital Requirements. (a) In the
event that at any time or from time to time after the date of this Agreement,
any Directive, or a change in any existing or future Directive (including any
change resulting from the operation of any transitional or phase-in
requirements), or in the interpretation or application thereof by any
governmental or judicial authority, or any action pursuant thereto, or
compliance by the Administrative Agent or any Bank or any Bank Holding
Company with any request or Directive imposed or modified by any central bank
or by any other financial, monetary or other governmental authority:

(i) shall (A) impose, increase, modify or apply any reserve
(including basic, supplemental, marginal and emergency reserves,
but excluding reserve requirements which are expressly included in

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the determination of any interest rate pursuant to the provisions
hereof), special deposit, compulsory loan or similar requirement
against assets held by, or deposits or other liabilities with or
for the account of, or credit extended by, or any other acquisition
of funds by, any office of the Administrative Agent, any Bank or
any Bank Holding Company; or (B) impose on the Administrative
Agent, any Bank or any Bank Holding Company any fee, charge, tax
(other than "Taxes," "Other Taxes," and "Excluded Taxes" subject to
the provisions of Section 7.13) or condition with respect to this
Agreement, any Note, any Application, any Letter of Credit, any
Commitment or any part thereof, or any sums outstanding or payable
hereunder or thereunder; and the result of any of the foregoing is
to increase the cost to the Administrative Agent, any Bank or any
Bank Holding Company of making or maintaining such Commitment, or
any Eurodollar Rate Loan or Letter of Credit or to reduce the
amount of any sum received or receivable with respect to such
Commitment, any Eurodollar Rate Loan, any Letter of Credit or any
interest, fees or other sums payable hereunder or under any Note by
an amount deemed by such Bank to be material, then within ten
Banking Days following demand by the Administrative Agent or such
Bank (which demand, if any, shall be made within six months
following the occurrence of the event or circumstance giving rise
to such increased cost or reduced amount receivable), the Borrower
shall pay with respect to any affected Commitment (including
Eurodollar Rate Loans or Letters of Credit thereunder), promptly
for the account of the Administrative Agent or such Bank, such
additional amount or amounts as the Administrative Agent or such
Bank, in good faith, certifies in writing to the Borrower (together
with sufficient detail to quantify such additional amount) shall
compensate the Administrative Agent, such Bank or Bank Holding
Company for the amount of such increased cost or reduced amount
receivable, such certification to be conclusive and binding for all
purposes hereof absent manifest error; or

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the occurrence of the event or circumstance giving rise to such
reduced rate of return), the Borrower shall pay to such Bank such
additional amount or amounts as shall compensate such Bank for such
reduction in rate of return for (A) any Eurodollar Rate Loans
outstanding under any Interest Period commencing after such
notification, (B) any Letters of Credit with respect to the period
after the end of the calendar month in which such notification was
given and (C) any portion of the affected Bank's Commitment
outstanding with respect to the period after the end of the
calendar month in which such notification was given. If a Bank
determines that it may be entitled to claim any additional amounts
pursuant to this Section during the next succeeding Interest Period
or month, as the case may be, it shall promptly notify, through the
Administrative Agent, the Borrower and each other Bank of the event
by reason of which it has become so entitled together with
sufficient detail to quantify such additional amount. A
certificate as to any such additional amount or amounts submitted
by a Bank, through the Administrative Agent, to the Borrower and
the other Banks shall, in the absence of manifest error, be final
and conclusive. In determining such amount, a Bank may use any
reasonable averaging and attribution methods.

(b) Any Bank claiming any additional amounts payable pursuant to
this Section shall use its reasonable best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office, if the making of such a change
would avoid the need for or reduce the amount of, any such additional amounts
which would otherwise be payable hereunder and would not, in the reasonable
judgment of such Bank, be otherwise disadvantageous to such Bank.

(c) Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreement and obligations of the Borrower
contained in this Section 7.12 shall survive the payment in full of the
amounts owing hereunder and under the Notes and the termination of this
Agreement.

Section 7.13 Taxes. (a) Subject to clause (e) below, any and all
payments by the Borrower hereunder shall be made free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, (i) in the case of each Bank and the Administrative
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Bank or the Administrative Agent
(as the case may be) is organized or any political subdivision thereof, (ii)
in the case of each Bank with respect to payments made hereunder, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
of such Bank's Applicable Lending Office, or any political subdivision

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thereof and (iii) in the case of each Bank and the Administrative Agent,
taxes imposed by the United States by means of withholding taxes if and to
the extent that such withholding taxes shall be in effect and shall be
applicable on the date hereof under current laws and regulations (including
judicial and administrative interpretations thereof) to payments to be made
for the account of such Bank's Applicable Lending office, or to the
Administrative Agent (all taxes described in subclauses (i), (ii) and (iii)
being referred to as "Excluded Taxes" and all taxes, levies, imposts,
deductions, charges, withholdings and liabilities not described in subclauses
(i), (ii) and (iii) being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder to any Bank or the Administrative Agent, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums
payable under this Section) such Bank or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had
not such deductions been made, (ii) the Borrower shall make such deductions,
and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable Law (and
shall be entitled to any "Tax Credit" with respect to such payment pursuant
to clause (i) of this Section).

(b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies (other than Excluded Taxes) which arise from any payment made
hereunder or from the execution, delivery or registration or filing or
recording of, or otherwise with respect to, this Agreement or document
delivered hereunder (hereinafter referred to as "Other Taxes").

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received from the Borrower satisfactory indemnification for any liability,
loss, cost or expense arising out of or relating to the effort to obtain such
refund, and (iii) the Borrower shall have indemnified such Bank for the
payment of such Taxes or Other Taxes pursuant to this clause (c). Each Bank
and the Administrative Agent, as the case may be, will promptly (within 30
days) notify the Borrower of the assertion of any liability by any taxing
authority with respect to Taxes or Other Taxes and any payment by such Bank
or the Administrative Agent of such Taxes or Other Taxes; provided, that, the
failure to give such notice shall not relieve the Borrower of its obligations
hereunder to make indemnification for any such liability except that the
Borrower shall not be liable for penalties or interest (x) accruing after
such 30 day period until such time as it receives the notice contemplated
above, after which time it shall be liable for interest and penalties
accruing after such receipt or (y) to the extent that such penalties or
interest arise as a direct result of such failure to give notice.

(d) Within 30 days after the date of any payment of Taxes, the
Borrower will (as to Taxes paid by it) furnish to the Administrative Agent,
at the Agency Office, the original or a certified copy of a receipt or other
evidence satisfactory to the Administrative Agent of payment thereof.

(e) On or before the Closing Date in the case of each Bank
originally a party hereto, or on or before the effective date of the
Assignment and Acceptance Agreement pursuant to which it became a Bank in the
case of an Assignee, and within 30 days following the first day of each
calendar year or if otherwise reasonably requested from time to time by the
Borrower or the Administrative Agent, each Bank organized under the laws of a
jurisdiction outside the United States shall provide the Administrative Agent
and the Borrower with three counterparts of each of the forms prescribed by
the Internal Revenue Service (Form 1001 or 4224, or successor form(s), as the
case may be) of the United States certifying as to such Bank's (if
applicable) status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Bank
hereunder. Unless the Borrower and the Administrative Agent have received
within 10 days after the Borrower or the Administrative Agent requests such
forms or other documents satisfactory to them indicating that payments
hereunder are not subject to United States withholding tax, the Borrower or
the Administrative Agent (if not withheld by the Borrower) shall withhold
taxes from such payments at the applicable statutory rate, without any
obligation to "gross-up" or make such Bank or the Administrative Agent whole
under clause (a) of this Section, provided, however, that, the Borrower shall
have the obligation to make such Bank or the Administrative Agent whole and
to "gross-up" under clause (a) of this Section, if the failure to so deliver
such forms or make such statements (other than the forms and statements
required to be delivered on or made prior to the Closing Date or on the
effective date of the Assignment and Acceptance Agreement in the case of an
Assignee) is the result of the occurrence of an event (including, without

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limitation, any change in Law) which (alone or in conjunction with other
events) renders such forms inapplicable, that would prevent such Bank or the
Administrative Agent from making the statements contemplated by such forms or
which removes or reduces an exemption (whether partial or complete) from
withholding tax previously available to such Bank or the Administrative
Agent. Each Bank (and the Administrative Agent, if applicable) will promptly
notify the Borrower of the occurrence (when known to it) of an event
contemplated by the foregoing proviso. Upon request of the Borrower, each
Bank which is organized under the laws of the United States or any State
thereof shall provide the Borrower and the Administrative Agent with two
duplicates of a duly completed Form W-9 or successor form.

(f) Any Bank claiming any additional amounts payable pursuant to
this Section shall use its reasonable best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office, if the making of such a change
would avoid the need for or reduce the amount of, any such additional amounts
which may thereafter accrue and would not, in the reasonable judgment of such
Bank, be otherwise disadvantageous to such Bank.

(g) Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreement and obligations of the Borrower
contained in this Section 7.13 shall survive the payment in full of the
amounts owing hereunder and under the Notes (and the termination of this
Agreement) for a period expiring concurrently with the expiration of the
statute of limitations applicable to claims made by the tax authorities to
collect Taxes or Other Taxes.

(h) Each Bank (and the Administrative Agent with respect to
payments to the Administrative Agent for its own account) agrees that (i) it
will take all reasonable actions by all usual means to maintain all
exemptions, if any, available to it from the United States withholding taxes
(whether available by treaty, existing administrative waiver, by virtue of
the location of any Bank's Applicable Lending Office or otherwise) and (ii)
otherwise cooperate with the Borrower to minimize amounts payable by the
Borrower under this Section; provided, however, that, each Bank and the
Administrative Agent shall not be obligated by reason of this clause (h) to
disclose any information regarding its tax affairs or tax computations or to
reorder its tax or other affairs or tax or other planning.

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in the form of cash, such Bank shall pay the amount of such Tax Credit not
later than the time prescribed by applicable Law for filing the return
(including extensions of time) for such Bank's taxable period which includes
the period in which such Bank receives the economic benefit of such Tax
Credit. In any event, the amount of any Tax Credit payable by a Bank to the
Borrower pursuant to this clause (i) shall not exceed the actual amount of
cash refunded to, or credits received and usable by, such Bank from a taxing
authority. In determining the amount of any Tax Credit, a Bank may use such
apportionment and attribution rules as such Bank customarily employs in
allocating taxes among its various operations and income sources and such
determination shall be conclusive absent manifest error. The Borrower
further agrees promptly to return to a Bank the amount paid to the Borrower
with respect to a Tax Credit by such Bank if such Bank is required to repay,
or is determined to be ineligible for, a Tax Credit for such amount.

Section 7.14 Indemnity. The Borrower agrees to indemnify each
Bank and to hold each Bank harmless from any loss or expense that such Bank
may sustain or incur as a consequence of (a) default by the Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Rate
Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by the Borrower in making
any prepayment of or conversion from Eurodollar Rate Loans after the Borrower
has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Rate Loans
(including, without limitation, any prepayment made pursuant to the
provisions of Section 7.5 or 7.15) on a day that is not the last day of an
Interest Period with respect thereto. The amount to be so indemnified by the
Borrower shall be (x) paid to each Bank, through the Administrative Agent,
within ten Banking Days following demand by such Bank and (y) shall be the
amount equal to the excess of (i) the amount of interest that would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of such Interest Period (or, in the case
of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Eurodollar Rate Margin included therein, if any) over (ii) the amount of
interest (as reasonably determined by such Bank) that would have accrued to
such Bank on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market. A certificate
as to any amounts payable pursuant to this Section submitted to the Borrower
by any Bank shall be conclusive in the absence of manifest error. This
covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

Section 7.15 Additional Action in Certain Events. If any event or
condition described in Section 7.12 or 7.13 has occurred and is continuing

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that increases the cost to the Borrower of the Loans, Commitments or Letters
of Credit by any Bank or Banks, the Borrower may (after paying any accrued
amounts required to be paid pursuant to Section 7.12 or 7.13 hereof for the
period prior to the taking of such action) either:

(a) require any Bank so affected by such event or condition to
transfer or assign, in whole (but not in part), without recourse, its
Commitment and Loans hereunder in accordance with the provisions of
Section 13.11(a) to one or more Assignees (which need not be existing
Banks hereunder) identified to it by the Borrower; provided that (x) no
Bank shall be required to assign all or any portion of its Commitments
and Loans pursuant to this Section 7.15 unless and until such Bank shall
have received from such Assignees one or more payments which, in an
aggregate, are at least equal to the aggregate outstanding principal
amount of the Loans (other than CAF Advances) owing to such Bank and all
accrued interest and other amounts owing on account thereof and (y) any
CAF Advances owing to such Bank shall (at the election of the Borrower)
either remain outstanding in accordance with their terms (in which case
the Borrower shall remain liable for any such amounts required to be
paid pursuant to Section 7.12 or 7.13) or be prepaid by the Borrower
(together with accrued interest through the date of prepayment and, in
the case of a LIBO Rate CAF Advance, any "breakage" costs resulting from
such prepayment); or

(b) prepay in full the Loans and terminate the Commitment of any
Bank so affected by such event or condition, upon giving the
Administrative Agent and such Bank or Banks at least five Banking Days'
prior irrevocable notice thereof specifying the date of prepayment and,
upon such prepayment and termination, the Commitment of such affected
Bank shall be terminated; provided that no such prepayment and
termination shall be permitted (x) during such time as an Event of
Default (or event which, with the giving of notice or lapse of time or
both, would constitute an Event of Default) has occurred and is
continuing or (y) if, after giving effect thereto (and to the related
reallocation of participating interests in Swingline Loans and L/C
Obligations) the Total Revolving Extensions of Credit exceed the Total
Revolving Commitments then in effect. Any such prepayment hereunder
shall be made by the Borrower, without premium, together with interest
thereon and any other amounts payable hereunder, on the date specified
in such notice.

ARTICLE 8. CONDITIONS OF COMMITMENTS

Section 8.1 Conditions Precedent to Closing Date. The agreement
of each Bank to make the initial extension of credit requested to be made by
it hereunder is subject to the satisfaction, prior to or concurrently with

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the making of such extension of credit on the Closing Date, of the following
conditions precedent:

(a) Definitive Documentation. The Administrative Agent shall have
received counterparts hereof, duly executed and delivered by the
Borrower, of this Agreement and the Other Agreement.

(b) Secretary's Certificate. The Administrative Agent shall have
received a Secretary's Certificate, executed and delivered by a duly
authorized Secretary or Assistant Secretary of the Borrower, certifying
as to (i) the names and true signatures of the officers of the Borrower
authorized to sign each Credit Document to which it is a party and the
other documents to be delivered by it hereunder, (ii) the authenticity
and completeness of an attached copy of the Certificate of Incorporation
(and each amendment thereto) of the Borrower, as certified (as of a
recent date which is satisfactory to the Administrative Agent) by the
Secretary of State of Delaware as being a true and complete copy
thereof, (iii) the authenticity and completeness of an attached copy of
the By-Laws of the Borrower and (iv) the authenticity, completeness and
continuing effect of the resolutions of the Borrower's Board of
Directors approving each Credit Document to which the Borrower is a
party. Such Secretary's Certificate shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall be dated
as of a date which is not earlier than the date hereof.

(c) Certificate of Good Standing. The Administrative Agent shall
have received a recent certificate of the Secretary of State of Delaware
listing the Borrower's certificate of incorporation and each amendment
thereto on file in his office and certifying that (i) such amendments
are the only amendments to each such certificate of incorporation on
file in his office, (ii) the Borrower has paid all franchise taxes to
the date of such Certificate and (iii) the Borrower is duly incorporated
and in good standing under the laws of such jurisdiction.

(d) Certificate of Qualification. The Administrative Agent shall
have received a certificate or equivalent document of the Secretary of
State of the State of New York certifying that the Borrower has duly
qualified to do business in such jurisdiction as a foreign corporation
and is in good standing under such qualification.

(e) Legal Opinion. The Administrative Agent shall have received a
favorable opinion of Howard, Smith & Levin LLP and Steven M. Woghin,
General Counsel to the Borrower, substantially in the forms of Exhibits
D-1 and D-2 hereto.

(f) Termination of Borrower's Existing Credit Facilities. The
Administrative Agent shall have received evidence satisfactory to it

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that the Commitments under (and as defined in) each of (i) the Amended
and Restated Credit Agreement, dated as of June 30, 1997, among the
Borrower, the banks and other financial institutions parties thereto,
the Co-Agents named therein and Credit Suisse First Boston, as
administrative agent, and (ii) the Credit Agreement, dated as of June
30, 1997, among the Borrower, the banks and other financial institutions
parties thereto, the Co-Agents named therein and Credit Suisse First
Boston, as administrative agent, shall have been terminated and that all
amounts then due and payable thereunder are being paid in full with the
proceeds of the Loans hereunder.

(g) Fees. The Banks, the Co-Syndication Agents and the
Administrative Agent shall have received all fees required to be paid on
or before the Closing Date and all expenses for which invoices have been
presented to the Borrower at least three Banking Days before the Closing
Date.

(h) Governmental Approvals. All governmental and third party
approvals, if any, necessary or reasonably requested by the
Administrative Agent in connection with this Agreement and the
transactions contemplated hereby (excluding Hart-Scott-Rodino approvals
and other approvals necessary in connection with the Acquisition) shall
have been obtained and be in full force and effect. The Administrative
Agent shall be satisfied that the consummation of the Tender Offer and
the financing thereof does not violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System.

(i) Financial Statements. The Administrative Agent shall have
received (i) audited consolidated financial statements of the Borrower
for the fiscal years ended March 31, 1997 and March 31, 1998, (ii)
either (A) if then publicly released, audited consolidated financial
statements of the Borrower for the fiscal year ended March 31, 1999 or
(B) otherwise, unaudited interim consolidated financial statements of
the Borrower for the fiscal period ended December 31, 1998, (iii)
audited consolidated financial statements of PLATINUM for the fiscal
years ended December 31, 1996, December 31, 1997 and December 31, 1998
and (ii) unaudited interim consolidated financial statements of PLATINUM
for the quarterly period ended March 31, 1999.

(j) Pro Forma Balance Sheet. The Administrative Agent shall have
received true and correct copies of an estimated pro forma consolidated
balance sheet of the Borrower and its Subsidiaries as at December 31,
1998 and after giving effect to the Acquisition and the financings
contemplated hereby, which estimated pro forma balance sheet shall be in
form and substance reasonably satisfactory to the Administrative Agent.

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(k) Business Plan. The Administrative Agent shall have received
true and correct copies of a business plan of the Borrower and its
Subsidiaries for each fiscal year of the Borrower prior to the
Termination Date, including, without limitation, a (i) written analysis
of the business and prospects of the Borrower and its Subsidiaries for
such period and (ii) the projected consolidated cash flows and income
statements of the Borrower and its Subsidiaries for such period. Such
business plan, written analysis and financial projections shall be in
form and substance reasonably satisfactory to the Administrative Agent
and shall be certified by a Responsible Officer of the Borrower as (i)
having been prepared in good faith on the basis of the assumptions
stated therein and (ii) being reasonable in light of conditions existing
at the time of delivery of such projections and, in all material
respects, on the Closing Date.

Promptly following the Closing Date, the Administrative Agent shall deliver
(or cause to be delivered) to each Bank a copy of each document, instrument
and agreement provided to the Administrative Agent by the Borrower pursuant
to this Section 8.1.

Section 8.2 Conditions Precedent to Initial Tender Funding Date.
The agreement of each Bank to make any Revolving Extension of Credit which
shall be utilized to finance or refinance (i) payments made to shareholders
of PLATINUM in connection with the Acquisition or (ii) amounts deposited in
the Escrow Account pending consummation of the Tender Offer, shall be
conditioned upon satisfaction, prior to or concurrently with the making of
such extension of credit, of the following conditions precedent:

(a) Closing Date. The Closing Date shall have occurred.

(b) Acquisition Documents. The Administrative Agent shall have
received a complete and correct copy of each Acquisition Document,
including, without limitation, all exhibits, schedules and disclosure
letters referred to in each of the foregoing or delivered pursuant
thereto and all amendments thereto, waivers relating thereto and other
side letters or agreements affecting the terms thereof.

(c) Merger Agreement. The Merger Agreement, including the
Disclosure Schedules thereto, shall (i) have been duly executed and
delivered by the parties thereto, (ii) be in form and substance
reasonably satisfactory to the Administrative Agent and (iii) not have
been amended, supplemented, waived or otherwise modified in any respect
materially adverse to the interests of the Banks, without the prior
written consent of the Administrative Agent.

(d) No Material Change. There shall have been no material change
in the number of shares (on a fully diluted basis) of, or the terms of,

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the capital stock of PLATINUM outstanding; and any stock purchase rights
or other "poison pill" rights of PLATINUM shall have been redeemed by
the Board of Directors of PLATINUM or the Banks shall be satisfied that
they have been invalidated or otherwise will not be triggered.

(e) Approval of Tender Offer by PLATINUM's Board of Directors.
The Board of Directors of PLATINUM (including of a majority of the
directors holding office as of the date hereof) shall have approved the
Tender Offer prior to the commencement thereof and shall have
recommended to the shareholders of PLATINUM the acceptance of the Tender
Offer, and such approval and recommendation shall not have been
withdrawn.

(f) Tender Offer Made in Accordance with Applicable Law. The
Tender Offer shall have been commenced in accordance with all applicable
Directives and no consent, exemption or other action by, or notice to or
filing with, any governmental authority or other Person (including Hart-
Scott-Rodino approvals and other approvals necessary in connection with
the Acquisition) is necessary in connection with the execution,
delivery, performance or enforcement of any Tender Offer Document, other
than any consents, exemptions, actions, notices or filings which have
been obtained and remain in full force and effect or for which the
failure to make or obtain would not be reasonably likely to have a
Material Adverse Effect.

(g) Borrowings to Fund Escrow Account. In the case of a borrowing
to finance or refinance amounts deposited in the Escrow Account, the
Borrower and PLATINUM shall have entered into an escrow agreement
reasonably satisfactory to the Administrative Agent with an escrow agent
reasonably satisfactory to the Administrative Agent pursuant to which
(i) an account (the "Escrow Account") will be established and (ii)
amounts on deposit in the Escrow Account will be released to pay the
purchase price for tendered Shares pursuant to the Tender Offer or will
be returned to the Borrower.

(h) Borrowings to Fund Purchase of Shares. In the case of a
borrowing to finance or refinance payments to shareholders of PLATINUM
of the purchase price for tendered Shares, (i) the Tender Offer shall
have been, or concurrently with the making of the Loans to be made on
the Initial Tender Funding Date shall be, consummated pursuant to and in
accordance with the Acquisition Documents, and (ii) the Administrative
Agent shall have received evidence reasonably satisfactory to it that:

(A) there has been no material change in the number of issued
and outstanding Shares (on a fully diluted basis) since the date of
the Merger Agreement;

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(B) (i) there shall have been validly tendered pursuant to
the Tender Offer and not withdrawn a number of Shares which,
together with the shares then owned by the Borrower and
AcquisitionCo, would represent at least a majority of the total
number of outstanding Shares, assuming the exercise of all
outstanding options, rights and convertible securities (if any) and
the issuance of all Shares that the Company is obligated to issue,
(ii) such tendered Shares shall have been represented by the
shareholders with respect thereto to be free and clear of all Liens
and encumbrances and (iii) such tendered Shares (together with the
Shares owned by the Borrower and AcquisitionCo) are sufficient to
permit the consummation of the Merger without the affirmative vote
of any other shareholder;

(C) there is not in effect any injunction, restraining order
or other order of any competent governmental authority purporting
to prohibit the consummation of the Tender Offer or the Merger;

(D) no consent, exemption or other action by, or notice to or
filing with, any governmental authority or other Person is
necessary in connection with the consummation of the Tender Offer,
other than any consents, exemptions, actions, notices or filings
which have been obtained and remain in full force and effect or for
which the failure to make or obtain would not be reasonably likely
to have a Material Adverse Effect; and

(E) all applicable waiting periods have expired without any
action being taken by any governmental authority which would
prevent, materially restrain or otherwise impose material adverse
conditions on the transactions contemplated by this Agreement, the
Merger Agreement or any Tender Offer Document or be reasonably
likely to have a Material Adverse Effect.

(i) Legal Opinions. The Administrative Agent shall have received
copies of any legal opinions delivered by counsel to the Borrower and
its Subsidiaries and PLATINUM and its Subsidiaries in connection with
the Acquisition, together with letters from such counsel indicating that
the Administrative Agent and the Banks may rely upon such opinions as if
they were the original addressees thereof; such legal opinions (if any)
and reliance letters shall be in form and substance reasonably
satisfactory to the Administrative Agent.

Section 8.3 Conditions Precedent to Each Extension of Credit. The
Commitment of each Bank to make each extension of credit (including, without
limitation, the initial extensions of credit) shall be subject to the further
conditions precedent that, on the date of such extension of credit, the
following statements shall be true (and the delivery of a Notice of Borrowing

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shall be deemed to constitute a representation and warranty by Borrower that
on the date of such extension of credit such statements are true):

(a) The representations and warranties contained in Article 9 of
this Agreement are correct in all material respects on and as of the
date of such extension of credit, before and after giving effect to such
extension of credit, and to any other extensions of credit to be made
contemporaneously therewith, and to the application of the proceeds
therefrom, as though made on and as of such date (except to the extent
that such representations and warranties are specifically limited to a
prior date, in which case such representations and warranties shall be
true and correct in all material respects on and as of such prior date).

(b) No event has occurred and is continuing, or would result from
such extension of credit or from any other extensions of credit to be
made contemporaneously therewith, or from the application of the
proceeds therefrom, which constitutes, or with the lapse of time or the
giving of notice or both would constitute, an Event of Default.

ARTICLE 9. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Banks to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to the Administrative
Agent and each Bank that:

Section 9.1 Organization of Credit Parties. Each of the Borrower
and each Material Subsidiary of the Borrower is duly organized and existing
under the Laws of the jurisdiction of its formation, and is properly
qualified to do business and in good standing in, and where necessary to
maintain its rights and privileges has complied with the fictitious name
statute of, every jurisdiction where the failure to maintain such
qualification, good standing or compliance could reasonably be expected to
materially adversely affect the Borrower's ability to perform its obligations
hereunder.

Section 9.2 Authorization of Credit Documents. The execution,
delivery and performance of this Agreement and all other Credit Documents to
which the Borrower is a party are within the Borrower's corporate powers and
have been duly authorized. This Agreement has been validly executed and
delivered on behalf of the Borrower.

Section 9.3 Government Approvals. (a) No consent, exemption or
other action by, or notice to or filing with, any governmental authority or
other Person is necessary in connection with the execution, delivery,
performance or enforcement of this Agreement or any other Credit Document,

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other than (i) any consents, exemptions, actions, notices or filings which
have been obtained and remain in full force and effect or (ii) for which the
failure to make or obtain would not be reasonably likely to have a Material
Adverse Effect.

Section 9.4 No Conflicts. The execution, delivery and performance
of this Agreement and the other Credit Documents to which the Borrower and
its Subsidiaries are parties, and the consummation of the transactions
contemplated hereby and thereby, will not (a) violate (i) the certificate of
incorporation or by-laws of the Borrower, (ii) any material Law or (iii) any
provision of any contract, agreement, indenture or instrument to which the
Borrower or any Material Subsidiary is a party or by which any of its
properties is bound, other than any such provision the violation of which
would not reasonably be expected to have a Material Adverse Effect or (b)
result in the creation or imposition of any Lien, except Liens permitted
under Section 10.2(a) hereof.

Section 9.5 Enforceability. This Agreement, each Note (if any)
and any Application is a legal, valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, subject to
bankruptcy and similar laws affecting the enforcement of creditors' rights
generally and subject to the availability of equitable remedies where
equitable remedies are sought.

Section 9.6 Title to Property. Each of the Borrower and each
Material Subsidiary of the Borrower has good and marketable title to its
properties and assets (other than those properties and assets the loss of
which would not reasonably be expected to have a Material Adverse Effect)
free and clear of all Liens or rights of others, except for Liens permitted
by Section 10.2(a).

Section 9.7 Compliance with Law. Each of the Borrower and each
Material Subsidiary is in compliance with all applicable Laws (including,
without limitation, those relating to hazardous materials or wastes or
hazardous or toxic substances), where the failure to maintain such compliance
could reasonably be expected to have a Material Adverse Effect.

Section 9.8 No Litigation. Except as disclosed in the notes to
the Borrower's financial statements referred to in Section 9.10, there is no
litigation, investigation or proceeding (including, without limitation, those
alleging violation of any applicable Law relating to hazardous materials or
wastes, or hazardous or toxic substances) of or before any arbitrator or any
governmental or judicial authority which is pending or, to the knowledge of
the Borrower, threatened against the Borrower or any of its properties or
assets, or any Subsidiary of the Borrower or any of its property or assets,
and no preliminary or permanent injunction or order by a state or Federal
Court has been entered in connection with any Credit Document or any of the

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transactions contemplated hereby, which (in any such case) could reasonably
be expected to have a Material Adverse Effect.

Section 9.9 Subsidiaries. Schedule 2 to this Agreement sets forth
a complete and correct description of all Material Subsidiaries of the
Borrower on the date hereof.

Section 9.10 Financial Information. The most recent financial
statements of the Borrower delivered pursuant to Section 8.1(i), and all
other financial information and data furnished in writing by the Borrower to
the Administrative Agent or the Banks in connection with the transactions
contemplated hereby are complete in all material respects, and such financial
statements have been prepared in accordance with GAAP consistently applied
and fairly present in all material respects the consolidated financial
position and results of operations of the Borrower as of the date thereof
(subject, in the case of interim financial statements, to normal year-end
audit adjustments). When compared to such financial position and results of
operation on the date of such most recent financial statements, there has
been no material adverse change in the Borrower's consolidated financial
position or ability to perform its obligations under this Agreement and the
Notes. Neither the Borrower nor any Subsidiary has any contingent
obligations, liabilities for taxes or other outstanding financial obligations
which are not disclosed in such statements, information and data, other than
(i) those which, if due and payable by the Borrower and its Subsidiaries,
would not have a Material Adverse Effect, (ii) those which have been
disclosed to the Administrative Agent and the Banks in writing and (iii)
amounts owing hereunder.

Section 9.11 Margin Regulations. (a) The Borrower and its
Subsidiaries are not engaged in the business of extending credit for the
purpose of purchasing or carrying Margin Stock and (b) no proceeds of any
Loan will be used in a manner which would violate, or result in a violation
of, such Regulation T, U, or X.

Section 9.12 ERISA. There are no Plans (other than as permitted
by Section 10.2(h)) or Multiemployer Plans.

Section 9.13 Investment Company Act. The Borrower is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not a "holding company" or a "subsidiary" of a "holding company"
as defined in the Public Utility Holding Company Act of 1935, as amended.

Section 9.14 Taxes. The Borrower and each of its Material
Subsidiaries has filed or caused to be filed all United States federal and
other material tax returns which to the knowledge of the Borrower are
required to be filed, and has paid all taxes shown to be due and payable on

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said returns or any material assessments made against it or any of its
property and all other material taxes, fees and other charges imposed on it
or on any of its property by any governmental authority (other than those the
amount or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves and conformity
with GAAP have been provided on the books of the Borrower or its
Subsidiaries, as the case may be); and, to the knowledge of the Borrower, no
claims are being asserted with respect to any such taxes, fees or other
charges which could reasonably be expected to have a Material Adverse Effect.

Section 9.15 Year 2000. The computer and management information
systems of the Borrower and its Subsidiaries will be programmed and/or
reprogrammed prior to December 31, 1999, such that the occurrence of January
1, 2000 will not cause malfunctions of such computer and management
information systems which would, in the aggregate, reasonably be expected to
have a Material Adverse Effect. The cost to the Borrower and its Subsidiaries
of such programming and reprogramming would not reasonably be expected to
result in a Default or a Material Adverse Effect.

ARTICLE 10. COVENANTS OF CREDIT PARTIES

Section 10.1 Affirmative Covenants. So long as any principal or
interest shall be owing hereunder, any Letter of Credit remains outstanding
or any of the Commitments shall remain available hereunder, the Borrower
will, unless the Majority Banks shall otherwise consent in writing:

(a) Payment of Taxes, Etc. Pay and discharge, and cause each of
its Material Subsidiaries to pay and discharge, before the same shall
become delinquent, (i) all material taxes, assessments and governmental
charges or levies imposed upon it or upon its property, and (ii) all
lawful claims which, if unpaid, might by Law become a Lien upon its
property (other than, in the case of this clause (ii) only, those Liens
which are permitted pursuant to Section 10.2(a)); provided, however,
that neither the Borrower nor any of its Subsidiaries shall be required
to pay or discharge any such tax, assessment, charge or claim which is
being contested in good faith and by proper proceedings and as to which
adequate reserves have been established.

(b) Maintenance of Insurance. Maintain, and cause each of its
Material Subsidiaries to maintain, or cause to be maintained for each of
its Material Subsidiaries, with responsible and reputable insurance
companies or associations (or through reasonable and customary programs
of self-insurance) insurance in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Borrower or
any such Material Subsidiary operates.

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(c) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each Material Subsidiary to preserve and maintain,
(i) its corporate existence, rights (charter and statutory), and
franchises, and (ii) in the case of the Borrower, ownership and control
by the Borrower of all Material Subsidiaries, and will continue, and
cause each Material Subsidiary to continue, in the business of designing
and licensing the use of computer software products and related
technology and others directly related thereto and employ all of its and
their respective assets in such business and others directly related
thereto; provided, however, that nothing contained in this Section
10.1(c) shall be deemed to prohibit any merger or consolidation
permitted pursuant to Section 10.2(b) or any asset sale permitted by
Section 10.2(d).

(d) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, with the requirements of all applicable Laws
noncompliance with which could reasonably be expected to have a Material
Adverse Effect.

(e) Visitation Rights. At any time and from time to time during
normal business hours and subject to reasonable advance notice under the
circumstances, permit the Administrative Agent or any of the Banks or
any agents or representatives thereof, to examine (at the location where
normally kept) and make abstracts from the records and books of account
of, and visit the properties of the Borrower and its Subsidiaries and to
discuss the affairs, finances and accounts of the Borrower and its
Subsidiaries with any of their respective officers or directors and
discuss the affairs, finances and accounts of the Borrower and its
Subsidiaries with its independent certified public accountants and
permit such accountants to disclose to the Administrative Agent or any
of the Banks any and all financial statements and other reasonably
requested information of any kind that they may have with respect to the
Borrower and its Subsidiaries.

(f) Keeping of Books. Keep, and cause each of its Material
Subsidiaries to keep, proper books of record and account, in which full
and correct entries shall be made of all financial transactions and the
assets and business of the Borrower and its Subsidiaries in a form such
that the Borrower may readily produce no less frequently than at the end
of each of its fiscal quarters, financial statements on a consolidated
basis in accordance with GAAP consistently applied (subject, in the case
of the first three fiscal quarters of each fiscal year, to year end
audit adjustments).

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business in good working order and condition, ordinary wear and tear
excepted, including all material copyrights, trademarks, service marks,
mask works, trade names, brands, patent rights, processes, designs and
other material intellectual property, and all registrations and
applications for registration thereof, and any licenses with respect to
any of the foregoing which are used or useful in the conduct of its
business.

(h) Reporting Requirements. Furnish to the Administrative Agent
and each Bank:

(i) Quarterly Financial Statements of the Borrower. As soon
as available and in any event within 60 days after the end of each
of the first three fiscal quarters of each fiscal year of the
Borrower, consolidated balance sheets of the Borrower and its
Subsidiaries as of the end of such quarter and consolidated
statements of income and cash flow of the Borrower and its
Subsidiaries for the period commencing at the beginning of such
fiscal year and ending with the end of such quarter, all in
reasonable detail and duly certified (subject to year-end audit
adjustments) by a Responsible Officer of the Borrower as having
been prepared in accordance with GAAP consistently applied,
together with a Compliance Certificate as of the end of such fiscal
quarter;

(ii) Annual Financial Statements of the Borrower. As soon as
available and in any event within 105 days after the end of each
fiscal year of the Borrower, the consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such fiscal year and
the consolidated statements of income and retained earnings and the
consolidated statements of cash flow of the Borrower and its
Subsidiaries for such fiscal year, in the case of such consolidated
financial statements, certified, without material qualifications or
limitations as to scope of the audit, by Ernst & Young or other
independent public accountants of recognized standing acceptable to
the Majority Banks, as having been prepared in accordance with
GAAP, consistently applied, together with a Compliance Certificate
as of the end of such fiscal year;

(iii) Notice of Defaults. As soon as possible and in any event
within five Banking Days after a Responsible Officer of the
Borrower reasonably could be expected to have obtained knowledge
thereof, notice of the occurrence of each Event of Default and each
event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, continuing on the date of
such statement, together with a statement of a Responsible Officer
of the Borrower setting forth details of such Event of Default or

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event and the action which the Borrower has taken and proposes to
take with respect thereto;

(iv) Shareholder Reports and SEC Filings. Promptly after the
sending or filing thereof, copies of all reports which the Borrower
sends to any of its security holders, and copies of all reports and
registration statements (other than the Exhibits thereto, which the
Borrower shall be required to provide to the Administrative Agent
or a Bank only upon written request therefor) which the Borrower
files with the Securities and Exchange Commission or any national
securities exchange;

(v) PBGC Notices. Promptly and in any event within two
Banking Days after receipt thereof by the Borrower or any of its
ERISA Affiliates from the Pension Benefit Guaranty Corporation,
copies of each notice received by the Borrower or any such ERISA
Affiliate of the intention of the Pension Benefit Guaranty
Corporation to terminate any Plan or to have a trustee appointed to
administer any Plan;

(vi) Litigation. Promptly after the commencement thereof,
notice of all actions, suits and proceedings before any court or
governmental department, commission, board, bureau, agency, or
instrumentality domestic or foreign, which is pending or (to the
knowledge of the Borrower) threatened against the Borrower or any
of its Subsidiaries or any of its properties or assets which would
reasonably be expected to have a Material Adverse Effect;

(vii) Public Debt Rating. Within three Banking Days following
the occurrence of any change therein, a certificate of a
Responsible Officer of the Borrower setting forth the new Public
Debt Rating of the Borrower;

(viii) Additional Information. Such other information
respecting the condition or operations, financial or otherwise, of
the Borrower or any Subsidiary as the Majority Banks may from time
to time reasonably request; and

(ix) Significant Events. Promptly upon any Responsible
Officer of the Borrower obtaining knowledge thereof, a written
statement from a Responsible Officer of the Borrower describing the
details of any circumstance or event which has had or would
reasonably be expected to have a Material Adverse Effect.

(i) Merger. Cause the Merger to be consummated within 180 days
following the later of (A) the Initial Tender Funding Date and (B) the

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date upon which the Borrower and its Subsidiaries first accept Shares
for purchase pursuant to the Tender Offer.

Section 10.2 Negative Covenants. So long as any principal or
interest shall be owing hereunder or any of the Commitments shall remain
available hereunder, the Borrower will not, without the written consent of
the Majority Banks:

(a) Liens. Create, incur, assume or suffer to exist any Lien upon
or with respect to any of its assets or property, or permit any Material
Subsidiary so to do, except: (i) Liens, if any, in favor of the
Administrative Agent and the Banks collectively; (ii) Liens arising in
connection with workers' compensation, unemployment insurance and other
social security legislation; (iii) Liens in existence on the date hereof
which secure obligations disclosed in the financial statements referred
to in Section 9.10 or in the notes thereto; (iv) Liens placed or
existing at the time of any acquisition of property being acquired by
the Borrower or such Material Subsidiary; (v) Liens for property taxes
not yet due and payable and Liens for taxes not yet due or that are
being contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the
Borrower or such Material Subsidiary, as the case may be, in accordance
with GAAP; (vi) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business that are not overdue for more than 30 days or that are being
contested in good faith and by appropriate proceedings if adequate
reserves with respect thereto are maintained on the books of the
Borrower or such Material Subsidiary, as the case may be, in accordance
with GAAP; (vii) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business; (viii) easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business that,
in the aggregate, are not substantial in amount, and that do not in any
case materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the business of the Borrower
and its Subsidiaries; (ix) Liens in favor of the United States of
America or any other governmental agencies or entities for amounts paid
to the Borrower or any of its Subsidiaries as progress payments under
government contracts entered into by it; (x) Liens on assets of Persons
that become Subsidiaries after the date hereof, provided that such Liens
exist at the time the respective Persons become Subsidiaries and are not
created in anticipation thereof; (xi) Liens securing Debt of the
Borrower or any Material Subsidiary incurred to finance the acquisition
or improvement of fixed or capital assets or assumed in connection with
the acquisition of such fixed or capital assets, provided that (A) such

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Liens shall be created substantially simultaneously with the acquisition
or improvement of such fixed or capital assets, (B) such Liens do not at
any time encumber any property or assets other than the fixed or capital
assets (and improvements thereon) financed by such Debt, (C) the amount
of Debt secured thereby is not increased, (D) the amount of Debt
initially secured thereby is not more than 100% of the purchase price of
such fixed or capital asset or the cost of such improvement and (E) to
the extent that the amount of Debt initially secured thereby with
respect to any single transaction or related series of transactions
exceeds $125,000,000, the assets so acquired do not constitute all or
substantially all of the assets of the seller and its affiliates taken
as a whole or of any business unit thereof; (xii) Liens on accounts
receivable of the Borrower and its Subsidiaries to secure Debt incurred
thereby on account of accounts receivables financings; (xiii) Liens
granted in any extension, renewal, or replacement of any of the
permitted Liens described above; provided, however, that the principal
amount of Debt secured thereby shall not exceed the principal amount of
Debt so secured at the time such Lien was originally granted, and that
such extension, renewal or replacement shall be limited to all or part
of the property which secured the Lien so extended, renewed or replaced
(plus improvements and construction on such property), (xiv) Liens on
Margin Stock and (xv) other Liens which secure Debt of the Borrower and
its Material Subsidiaries in an aggregate principal amount not to exceed
$350,000,000 at any one time outstanding.

(b) Merger and Consolidation. Enter into any merger or
consolidation or permit any Material Subsidiary so to do, except that,
during such time as no Event of Default (or event which with the giving
of notice or lapse of time, or both, would constitute an Event of
Default) has occurred and is continuing, (i) the Borrower or any of its
Subsidiaries may merge or consolidate with any other Person (other than
the Borrower or any of its Subsidiaries, as to which the provisions of
clauses (ii) and (iii) below shall apply); provided that the Borrower or
such Subsidiary is the surviving entity thereof, (ii) the Borrower may
merge or consolidate with any wholly-owned Subsidiary; provided that the
Borrower is the surviving entity thereof and (iii) any wholly-owned
Subsidiary of the Borrower may merge or consolidate with another wholly-
owned Subsidiary of the Borrower (it being understood that, for purposes
of this clause (iii) only, the existence of directors' and other
nominees' qualifying shares which are not held, directly or indirectly,
by the Borrower shall not, in itself, cause a Subsidiary to fail to be
wholly-owned by the Borrower). Notwithstanding the foregoing, the
Borrower and its Material Subsidiaries may enter into such mergers and
consolidations as are required by the United States Department of
Justice (or other governmental authority with similar regulatory
authority) as a condition to the consummation of the Acquisition.

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(c) Obligations to be Pari Passu. Permit its obligations under
this Agreement and the Notes to rank at any time less than pari passu as
to priority of payment and in all other respects with all other
unsecured and unsubordinated Debt of the Borrower.

(d) Sale of Assets. Sell, lease or otherwise transfer or dispose,
or permit any Material Subsidiary of the Borrower to sell, lease or
otherwise transfer or dispose, of any assets which are material to the
conduct of the business of the Borrower and its Subsidiaries taken as a
whole, other than the sale, transfer or other disposition of (i) assets
from the Borrower to any of its wholly-owned Subsidiaries or from any
wholly-owned Subsidiary of the Borrower to the Borrower or any other
wholly-owned Subsidiary thereof, (ii) accounts receivable of the
Borrower and its Subsidiaries in connection with the consummation of a
receivables financing permitted by Section 10.2(a)(xii) and (iii) Margin
Stock which is sold, transferred or otherwise disposed of for not less
than its fair market value. Notwithstanding the foregoing, the Borrower
and its Material Subsidiaries may sell, lease, transfer or dispose of
such assets as are required by the United States Department of Justice
(or other governmental authority with similar regulatory authority) as a
condition to the consummation of the Acquisition.

(e) Fiscal Year. Change its fiscal year.

(f) Interest Coverage. Permit the ratio of (i) Consolidated
EBITDA of the Borrower and its Subsidiaries for any period of four
consecutive fiscal quarters to (ii) Consolidated Interest Expense of the
Borrower and its Subsidiaries for such period, to be less than 4.0 to
1.0.

(g) Leverage Ratio. Permit the Test Ratio for any period of four
consecutive fiscal quarters to be greater than 3.25 to 1.0.

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Plans does not, at any time after the date upon which such ERISA
Affiliate becomes an ERISA Affiliate, exceed $25,000,000; (v) no demand
by the Pension Benefit Guaranty Corporation under ERISA sections 4062,
4063, or 4064 is outstanding against such ERISA Affiliate on the date it
becomes an ERISA Affiliate; and (vi) no lien described in ERISA section
4068 upon the assets of such ERISA Affiliate is in existence on the date
it becomes an ERISA Affiliate.

(i) Dividends. To the extent that any Event of Default (or event
which with the giving of notice or lapse of time, or both, would
constitute an Event of Default) has occurred and is continuing or would
result therefrom, declare or pay, or permit any Subsidiary which is not
wholly-owned by the Borrower (other than directors' and other nominees'
qualifying shares) to declare or pay, any dividend (other than dividends
payable solely in common stock of the Borrower) on, or make any payment
on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other
acquisition of:

(x) any shares of any class of equity interests of the
Borrower;

(y) any warrants or options to purchase any such equity
interests; or

(z) any subordinated Debt of the Borrower or any of its
Subsidiaries;

whether now or hereafter outstanding, or make any other distribution in
respect thereof, either directly or indirectly, whether in cash or
property or in obligations of the Borrower or any Subsidiary.

(j) Modification of Acquisition Documents. Amend, supplement or
otherwise modify, or permit any Subsidiary to amend, supplement or
otherwise modify, any Acquisition Document in any respect which could
reasonably be expected to have a Material Adverse Effect.

ARTICLE 11. EVENTS OF DEFAULT

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

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Note or any Reimbursement Obligation within five Banking Days of the
date when the same becomes due and payable; or

(b) Representations and Warranties. Any representation or
warranty made or stated to be deemed to be made by the Borrower under
any Credit Document or in any Compliance Certificate or Borrowing
Certificate shall prove to have been incorrect in any material respect
when made or deemed to be made; or

(c) Covenants. The Borrower or any of its Subsidiaries shall fail
to perform or observe (i) any term, covenant or agreement contained in
Section 10.2(f) or (g) of this Agreement or (ii) any other term,
covenant or agreement contained in this Agreement (other than any
failure to pay, which is subject to clause (a) above) and (in the case
of this clause (ii) only) any such failure shall remain unremedied for
30 days after written notice thereof shall have been given to the
Borrower by the Administrative Agent or Banks holding at least 10% of
the Total Revolving Commitments; or

(d) Other Debts. The Borrower or any of its Material Subsidiaries
shall, either singly or in combination, fail to pay Debt in excess of
$25,000,000 in the aggregate (excluding Debt specified in clause (a)
above) for the Borrower and all such Material Subsidiaries or Debt owing
under the Other Agreement, or any interest or premium thereon, when due
(whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other default under any
agreement or instrument relating to any such Debt, or any other event,
shall occur and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such
default or event is to accelerate, or to permit the acceleration of, the
maturity of such Debt; or any such Debt shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof; or

(e) Judgments and Orders. Any judgment or order for the payment
of money in excess of $25,000,000 shall be rendered by a court of
competent jurisdiction against the Borrower or any of its Material
Subsidiaries and such judgment shall not have been vacated, discharged,
stayed or bonded pending appeal within 60 days from the entry thereof;
or

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insolvency, or moratorium Law or any other Law for the relief of, or
relating to, debtors, now or hereafter in effect, or makes any general
assignment for the benefit of creditors, or takes any corporate action
in furtherance of any of the foregoing; or

(g) Involuntary Proceedings. An involuntary petition is filed
against the Borrower or any Material Subsidiary under any bankruptcy
statute now or hereafter in effect, or a custodian, receiver, trustee,
assignee for the benefit of creditors (or other similar official) is
appointed to take possession, custody or control of any substantial part
of the property of the Borrower or any of its Material Subsidiaries, and
(i) such petition or appointment is not set aside or withdrawn or
otherwise ceases to be in effect within 60 days from the date of said
filing or appointment, or (ii) an order for relief is entered against
the Borrower or such Material Subsidiary with respect thereto; or

(h) Change of Control. Any Person or "group" (within the meaning
of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) (i) shall have acquired beneficial ownership of 20% or more of
any outstanding class of capital stock of the Borrower having ordinary
voting power in the election of directors of the Borrower (other than
any such Person or "group" which owns such amount of capital stock on
the date of this Agreement) or (ii) shall obtain the power (whether or
not exercised) to elect a majority of the Borrower's directors, except
for any Person that held such interest or had such power (as the case
may be) continuously from a date which was prior to the date of this
Agreement;

then, and in any such event:

(A) if such event is an event specified in clause (f) or (g) of
this Article 11 with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of then outstanding
Letters of Credit shall have presented the documents required
thereunder) and the Notes shall immediately become due and payable;

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Borrower, declare the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C Obligations, whether or not the
beneficiaries of then outstanding Letters of Credit shall have presented
the documents required thereunder) and the Notes to be due and payable
forthwith, whereupon the same shall immediately become due and payable;
and

(C) in either such event, the Administrative Agent shall upon the
request, or may with the consent, of the Majority Banks take such
actions hereunder and exercise such rights and remedies pursuant hereto
as the Administrative Agent may deem appropriate.

With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit. The Borrower hereby grants to the Administrative Agent, for the
benefit of the Issuing Bank and the L/C Participants, a security interest in
such cash collateral to secure all obligations of the Borrower under this
Agreement and the other Credit Documents. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully
drawn upon, if any, shall be applied to repay other obligations of the
Borrower hereunder and under the Notes. After all such Letters of Credit
shall have expired or been fully drawn upon, all Reimbursement Obligations
shall have been satisfied and all other obligations of the Borrower hereunder
and under the Notes shall have been paid in full, the balance, if any, in
such cash collateral account shall be returned to the Borrower. The Borrower
shall execute and deliver to the Administrative Agent, for the account of the
Issuing Bank and the L/C Participants, such further documents and instruments
as the Administrative Agent may request to evidence the creation and
perfection of the within security interest in such cash collateral account.

Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly
waived.

ARTICLE 12. RELATIONSHIP OF ADMINISTRATIVE AGENT AND BANKS

Section 12.1 Authorization and Action. (a) Each Bank hereby
appoints and authorizes the Administrative Agent, as administrative agent on
behalf of such Bank, to take such action and to exercise such powers
hereunder as are delegated to the Administrative Agent by the terms thereof,

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together with such powers as are reasonably incidental thereto. As to any
(x) matters requiring or permitting an approval, consent, waiver, election or
other action by a specified portion of Banks, (y) matters as to which,
notwithstanding any delegation of authority to the Administrative Agent, the
Administrative Agent has requested and received instructions from the
Majority Banks, and (z) matters not expressly provided for hereby, the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting only (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Majority Banks (or, in the case of matters described in
clause (x) above, the specified portion of the Banks), and such instructions
shall be binding upon all Banks; provided, however, that the Administrative
Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable Law. The Administrative Agent agrees to give to each
Bank prompt notice of each notice given to it by the Borrower pursuant to the
terms hereof.

(b) Each Bank hereby appoints (i) each Co-Agent as a co-agent on
behalf of such Bank and (ii) each Co-Syndication Agent as a co-syndication
agent on behalf of such Bank. Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto hereby agree that no Co-Agent
or Co-Syndication Agent shall have any rights, duties or responsibilities in
its capacity as Co-Agent or Co-Syndication Agent, as the case may be, and
that no Co-Agent or Co-Syndication Agent shall have the authority to take any
action hereunder in its capacity as such.

Section 12.2 Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents, attorneys or
employees shall be liable for any action taken or omitted to be taken by it
or them under or in connection with this Agreement except for its or their
own gross negligence or willful misconduct. Without limiting the generality
of the foregoing, the Administrative Agent: (i) may treat each Bank as the
holder of the right to payment of its outstanding Loans until the
Administrative Agent receives and accepts (together with any required
transfer fee) an Assignment and Acceptance Agreement signed by such Bank and
its Assignee in form satisfactory to the Administrative Agent and otherwise
in accordance with the provisions of this Agreement; (ii) may consult with
legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts if such counsel,
accountants or other experts are selected without gross negligence or willful
misconduct on the part of the Administrative Agent; (iii) makes no warranty
or representation to any Bank and shall not be responsible to any Bank for
any statements, warranties or representations made in or in connection with
this Agreement; (iv) except to the extent specifically required under this

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Agreement, shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (v) shall not be
responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by
telegram, cable or telex) believed by it in good faith to be genuine and
signed or sent by the proper party or parties unless such action by the
Administrative Agent constitutes gross negligence or willful misconduct on
its part.

Section 12.3 Administrative Agent and Affiliates. With respect to
its Commitment, the Loans made by it and the obligations of the Borrower owed
to it under this Agreement and the Notes as a Bank and with respect to any
Letter of Credit issued or participated in by it, the Administrative Agent
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 Administrative Agent; and
the term "Bank" or "Banks" shall, unless otherwise expressly indicated,
include the Administrative Agent in its individual capacity. The
Administrative Agent and its Affiliates may accept deposits from, lend money
to, act as trustee under indentures of, and generally engage in any kind of
business with, the Borrower, any of its Subsidiaries and any Person who may
do business with or own securities of the Borrower or any such Subsidiary,
all as if the Administrative Agent were not the Administrative Agent and
without any duty to account therefor to the Banks.

Section 12.4 Bank Credit Decision. Each Bank acknowledges that
(a) it has, independently and without reliance upon the Administrative Agent
or any other Bank and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement, (b) it will, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and
(c) the Administrative Agent has no duty or responsibility, either initially
or on a continuing basis, to provide any Bank with any credit or other
information (other than obtained under the provisions of this Agreement) with
respect thereto, whether coming into its possession before the date hereof or
at any time thereafter.

Section 12.5 Indemnification. Each Bank agrees to indemnify the
Administrative Agent and each Co-Syndication Agent (to the extent not
reimbursed by the Borrower), ratably according to the ratio of such Bank's
Commitments to the Commitments of all Banks, from and against any and all

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liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Administrative
Agent or such Co-Syndication Agent in any way relating to or arising out of
this Agreement or any action taken or omitted by the Administrative Agent or
such Co-Syndication Agent, as the case may be, hereunder, provided that no
Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of
the Administrative Agent or such Co-Syndication Agent, as the case may be.
Without limiting the foregoing, each Bank agrees to reimburse the
Administrative Agent promptly upon demand for such Bank's ratable share
(based on the proportion of all Commitments held by such Bank) of any out-of-
pocket expenses (including reasonable counsel fees) incurred by the
Administrative 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 to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrower.
The provisions of this Section 12.5 shall survive termination of this
Agreement.

Section 12.6 Successor Administrative Agent. The Administrative
Agent may resign at any time as the Administrative Agent under this Agreement
by giving 30 days' prior written notice thereof to the Banks and the
Borrower. Upon any such resignation, the Majority Banks shall have the right
to appoint a successor Administrative Agent thereunder (which successor
Administrative Agent shall be reasonably acceptable to the Borrower). If no
successor Administrative Agent shall have been so appointed by the Majority
Banks, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Banks, appoint a
successor Administrative Agent, which shall (a) be either (i) a commercial
bank organized under the laws of the United States of America or of a state
thereof or (ii) an office of a commercial bank organized under the laws of a
jurisdiction outside of the United States which is located within the United
States and is regulated by the bank regulatory authorities of the United
States or of a state thereof and (b) have a combined capital and surplus of
at least $500,000,000. Unless and until a successor Administrative Agent
shall have been appointed as above provided, the retiring Administrative
Agent shall serve as a caretaker Administrative Agent unless dismissed by the
Majority Banks. Upon the acceptance of any appointment as the Administrative
Agent under this Agreement by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be
discharged from all duties and obligations of the Administrative Agent

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arising thereafter under this Agreement. After any retiring Administrative
Agent's resignation or removal as the Administrative Agent under this
Agreement, the provisions of this Article 12 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the
Administrative Agent hereunder.

ARTICLE 13. MISCELLANEOUS

Section 13.1 Notices. Except as provided in Article 6 with
respect to the matters therein specified, all notices, demands, instructions,
requests, and other communications required or permitted to be given to, or
made upon, any party hereto shall be in writing and (except for financial
statements and other related informational documents to be furnished pursuant
hereto which may be sent by first-class mail, postage prepaid) shall be
personally delivered or sent by registered or certified mail, postage
prepaid, return receipt requested, or by overnight courier, or by prepaid
telex, telecopy, or telegram (with messenger delivery specified) and shall be
deemed to be given for purposes of this Agreement on the day that such
writing is received by the Person to whom it is to be sent pursuant to the
provisions of this Agreement. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section,
notices, demands, requests, instructions, and other communications in writing
shall be given to or made upon each party hereto at the address (or its telex
or telecopier numbers, if any) set forth (x) in the case of any Bank on the
date hereof, (y) as its address for notices on Schedule 1 hereto, in the case
of any Assignee, set forth in the relevant Assignment and Acceptance
Agreement and (z) in the case of the Borrower, beneath its signature hereto.

Section 13.2 Successors and Assigns. This Agreement shall bind
and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that (a) the Borrower shall not
assign this Agreement or any of the rights of the Borrower hereunder or under
any Note without the prior written consent of all Banks and the
Administrative Agent (the giving of such consent to be in each Bank's and the
Administrative Agent's sole and absolute discretion), and any such purported
assignment without such consent shall be absolutely void, and (b) no Bank
shall assign this Agreement or any of the rights or obligations of such Bank
hereunder or under any Note except in accordance with Section 13.11.

Section 13.3 Amendments and Related Matters. Neither this
Agreement or any other Credit Document, nor any terms hereof or thereof may
be amended, supplemented or modified except in accordance with the provisions
of this Section 13.3. The Majority Banks and the Borrower may, or (with the
written consent of the Majority Banks) the Administrative Agent and the
Borrower may, from time to time, (a) enter into written amendments,
supplements or modifications hereto and to the other Credit Documents

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(including amendments and restatements hereof or thereof) for the purpose of
adding any provisions to this Agreement or the other Credit Documents or
changing in any manner the rights of the Banks or of the Borrower hereunder
or thereunder or (b) waive, on such terms and conditions as may be specified
in the instrument of waiver, any of the requirements of this Agreement or the
other Credit Documents or any Event of Default (or event which, with the
giving of notice or lapse of time or both, would constitute an Event of
Default) and its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall:

(i) forgive all or any part of the principal amount or extend the
final scheduled date of maturity of any Loan or Reimbursement
Obligation, reduce the stated rate of any interest or fee payable
hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Commitment of
any Bank, in each case without the consent of each Bank directly
affected thereby;

(ii) amend, modify or waive any provision of this Section or reduce
any percentage specified in the definition of Majority Banks, consent to
the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Credit Documents, in each
case without the consent of all Banks;

(iii) amend, modify or waive any provision of Article 3 without the
written consent of the Swing Line Bank;

(iv) amend, modify or waive any provision of Section 7.11 without
the consent of each Bank directly affected thereby; or

(v) amend, modify or waive any provision of Article 4 without the
consent of the Issuing Bank.

Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Banks and shall be binding upon the Borrower,
the Banks, the Administrative Agent and all future holders of the Loans and
other extensions of credit hereunder. In the case of any waiver, the
Borrower, the Banks and the Administrative Agent shall be restored to their
former position and rights hereunder and under the other Credit Documents,
and any Event of Default (or event which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default) waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Event of Default (or event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default),
or impair any right consequent thereon. Any such waiver, amendment,
supplement or modification shall be effected by a written instrument signed
by the parties required to sign pursuant to the foregoing provisions of this

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Section; provided, that delivery of an executed signature page of any such
instrument by facsimile transmission shall be effective as delivery of a
manually executed counterpart thereof.

Section 13.4 Costs and Expenses; Indemnification. (a) Expenses.
The Borrower agrees to pay on demand (i) all reasonable costs and expenses of
the Administrative Agent in connection with the preparation, execution,
delivery, modification and amendment of this Agreement, the Notes and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and (ii) all reasonable costs and expenses of the
Administrative Agent and the Banks, if any (including, without limitation,
reasonable fees and expenses of in-house or outside counsel), in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) and restructuring of this Agreement, the Notes and the other
documents to be delivered hereunder.

(b) Indemnification. The Borrower agrees to indemnify the
Administrative Agent, each Co-Syndication Agent, each Bank and each officer,
director, Affiliate, employee, agent or representative of the Administrative
Agent, a Co-Syndication Agent or a Bank ("Bank Indemnitees") and hold each
Bank Indemnitee harmless from and against any and all liabilities, losses,
damages, costs, and expenses of any kind (including the reasonable fees and
disbursements of counsel for any Bank Indemnitee) ("Losses") in connection
with any investigative, administrative, or judicial proceeding, whether or
not such Bank Indemnitee shall be designated a party thereto (but if not a
party thereto, then only with respect to such proceedings where such Bank
Indemnitee (i) is subject to legal process (whether by subpoena or otherwise)
or other compulsion of law, (ii) believes in good faith that it may be so
subject, or (iii) believes in good faith that it is necessary or appropriate
for it to resist any legal process or other compulsion of law which is
purported to be asserted against it), which may be incurred by any Bank
Indemnitee, relating to or arising out of this Agreement or any of the other
Credit Documents, any of the transactions contemplated hereby or thereby, or
any actual or proposed use of proceeds of Loans or other extensions of credit
hereunder; provided, however, that the foregoing will not apply to any Losses
of a Bank Indemnitee to the extent they are found by a final decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Bank Indemnitee.

(c) Survival. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreement and obligations of the
Borrower contained in this Section 13.4 shall survive the payment in full of
the amounts owing hereunder and the termination of this Agreement; provided
that, from and after the date upon which this Agreement is terminated, any
request for indemnity must be provided to the Borrower within six months
following the occurrence of the event giving rise thereto (or, if the amount

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of such claim is not then reasonably determinable, within six months after
such amount becomes reasonably determinable).

Section 13.5 Oral Communications. The Administrative Agent may,
but is not required to, accept and act upon oral communications which it
reasonably believes to be from a Responsible Officer of the Borrower (or any
other natural person designated by such a Responsible Officer). Any oral
communication from the Borrower to the Administrative Agent (including
telephone communications) hereunder shall be immediately confirmed in writing
by the Borrower, but in the event of any conflict between any such oral
communication and the written confirmation thereof, such oral communication
shall control if the Administrative Agent has acted thereon prior to actual
receipt of written confirmation. The Borrower shall indemnify the
Administrative Agent and hold the Administrative Agent harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses and disbursements of any
kind or nature whatsoever (including attorneys' fees) which arise out of or
are incurred in connection with the making of Loans or taking other action in
reliance upon oral communications, except that the Administrative Agent shall
not be indemnified against its own gross negligence or willful misconduct.

Section 13.6 Entire Agreement. This Agreement and the other
Credit Documents are intended by the parties hereto to be a final and
complete expression of all terms and conditions of their agreement with
respect to the subject matter thereof and supersede all oral negotiations and
prior writings in respect to the subject matter hereof.

Section 13.7 Governing Law. THIS AGREEMENT AND EACH OTHER CREDIT
DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 13.8 Severability. The illegality or unenforceability of
any provision of this Agreement or any other Credit Document shall not in any
way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or such Credit Document.

Section 13.9 Counterparts. This Agreement may be executed in as
many counterparts as may be deemed necessary or convenient, and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original but all such counterparts shall
constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement or any other Credit
Document (including, without limitation, any amendment, waiver, supplement or
other modification hereto) by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.

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Section 13.10 Confidentiality. Unless otherwise required by any
Directive, the Administrative Agent and each Bank agrees not to disclose to
unrelated third parties information clearly marked as "Confidential" provided
to it pursuant to this Agreement, the other Credit Documents or any
Compliance Certificate, except that there shall be no obligation of
confidentiality in respect of (i) any information which may be generally
available to the public or becomes available to the public through no fault
of the Administrative Agent or such Bank; (ii) communications with actual or
prospective participants, or Assignees which undertake in writing to be bound
by this Section 13.10; (iii) any communications with the Administrative Agent
or any Bank; (iv) the Administrative Agent's or any Bank's directors,
officers, employees and other representatives and agents, and directors,
officers, employees and other representatives and agents of its Affiliates,
legal counsel, auditors, internal bank examiners and regulatory authorities
having jurisdiction over such Bank, and to the extent necessary or advisable
in its judgment other experts or consultants retained by it, if in the case
of a person or entity other than a director, officer, employee, legal
counsel, auditor or internal bank examiner, the Administrative Agent or such
Bank obtains from such person or entity an undertaking in writing as to
confidentiality substantially identical to this undertaking and (v)
information which is compelled to be disclosed pursuant to legal process or
court order (provided that, to the extent practicable and permitted by
applicable Laws, prompt notice of such compulsion shall be given to the
Borrower in order to permit the Borrower to defend against such disclosure).
The Administrative Agent and each Bank shall be further permitted to disclose
any such confidential information to the extent relevant (in the reasonable
judgment of the Administrative Agent or such Bank, as the case may be) in
connection with any litigation in which the Borrower is an opposing party
(provided that the Administrative Agent or such Bank, as the case may be,
shall request that the court or other relevant judicial authority take action
to maintain the confidentiality of such information).

Section 13.11 Assignments and Participations. (a) Assignments.
Each Bank may, upon at least five Banking Days' notice to the Administrative
Agent and the Borrower assign to one or more financial institutions (an
"Assignee") all or a portion of its rights and obligations under this
Agreement and its Note (including, without limitation, all or a portion of
its Commitment, and the Loans); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of the
assigning Bank's rights and obligations under the relevant Commitment and
Note being assigned (it being understood that any such assignment need not be
of a ratable share of the Commitments and Notes held by the assigning Bank),
(ii) unless the Administrative Agent and the Borrower otherwise consent, the
aggregate amount of the Commitments and (without duplication) Loans of the
assigning Bank being assigned pursuant to each such assignment to an assignee
which is not then a Bank hereunder or an affiliate thereof (determined as of
the date of the Assignment and Acceptance Agreement with respect to such

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assignment) shall not be less than $5,000,000 and, unless such assigning Bank
is assigning its entire Revolving Credit Commitment, shall not reduce the
aggregate amount of the Commitments retained by such Bank to less than
$5,000,000, (iii) each such assignment shall be to a financial institution,
(iv) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its approval, acceptance and recording an
Assignment and Acceptance Agreement, together with (except in the case of any
assignment made pursuant to Section 7.15, in which event no such fee shall be
due) a processing and recordation fee of $3,500, and (v) except in the case
of an assignment to an assignee which is a Bank or an affiliate thereof, or
an assignment which is made when an Event of Default is continuing, the
Borrower shall consent to such assignment, which consent shall not be
unreasonably withheld. Upon such execution, delivery, approval, acceptance
and recording, from and after the effective date specified in each Assignment
and Acceptance Agreement, (x) the Assignee thereunder shall be a party hereto
as a Bank and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance Agreement, have the
rights and obligations of a Bank hereunder and (y) the Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance Agreement,
relinquish its rights and be released from its obligations under this
Agreement and its Note (and, in the case of an Assignment and Acceptance
Agreement, covering all or the remaining portion of an assigning Bank's
rights and obligations under this Agreement and its Note, such Bank shall
cease to be a party hereto). Notwithstanding anything to the contrary
contained herein, no Assignee shall be entitled to receive compensation under
Section 7.12 or 7.13 hereof to the extent that circumstances giving rise to
such payment were in effect on the date of the relevant assignment.

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information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance Agreement; (iv) such
Assignee will, independently and without reliance upon the Administrative
Agent, such assigning Bank or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (v)
such Assignee appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vi) such
Assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement are required to be
performed by it as a Bank.

(c) Recording of Assignments. The Administrative Agent shall
maintain at its Agency Office a copy of each Assignment and Acceptance
Agreement delivered to and accepted by it. The records of the Administrative
Agent as to the names and addresses of the Banks and the Commitments of, and
principal amount of the Loans owing to, each Bank from time to time shall be
conclusive and binding for all purposes, absent manifest error. The Borrower
and the Administrative Agent and the Banks may treat each Person indicated by
the records of the Administrative Agent to be a Bank hereunder as such for
all purposes of this Agreement. Upon request of the Borrower or any Bank
from time to time, the Administrative Agent shall inform the Borrower or such
Bank, as the case may be, of the identities of the Banks hereunder.

(d) Assignments Recorded. Upon its receipt of an Assignment and
Acceptance Agreement executed by an assigning Bank and an Assignee, the
Administrative Agent shall, if such Assignment and Acceptance Agreement has
been properly completed, and subject to the Borrower's consent as above
provided and payment by the parties thereto of the requisite processing and
recordation fee (i) accept such Assignment and Acceptance Agreement and (ii)
record the information contained therein in its records.

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the extent of any such participation (unless otherwise stated therein and
subject to the preceding and succeeding provisos), the assignee or purchaser
of such participation shall, to the fullest extent permitted by law, have the
same rights and benefits hereunder as it would have if it were a Bank
hereunder; and provided, further, that each such participation shall be
granted pursuant to an agreement providing that the purchaser thereof shall
not have the right to consent or object to any action by the selling Bank
(who shall retain such right) other than an action which would (i) reduce
principal of or interest on any Loan or fees payable hereunder in which such
purchaser has an interest, or (ii) postpone any date fixed for payment of
principal of or interest on any such Loan or such fees; and provided,
further, that notwithstanding anything to the contrary in this clause (e),
the provisions of Sections 7.12 and 7.13 hereof shall apply to the purchasers
of participations only to the extent, if any, that the Bank selling such
participation would be entitled to request additional amounts under such
Sections if such Bank had not sold or assigned such participation.

(f) Funding by Special Purpose Funding Vehicles. Anything herein
to the contrary notwithstanding, any Bank (a "Granting Bank") may grant to a
special purpose funding vehicle ("SPC") of such Granting Bank, identified as
such in writing from time to time by the Granting Bank to the Administrative
Agent and the Borrower, the option to provide to the Borrower all or any part
of any Loan that such Granting Bank otherwise would be obligated to make to
the Borrower, provided that (i) nothing herein shall constitute a commitment
by any SPC to make any Loan and (ii) if an SPC elects not to exercise such
option to make a Loan or otherwise fails to provide all or any part thereof,
the Granting Bank shall remain obligated to make such Loan pursuant to the
terms hereof. The making of a Loan by an SPC hereunder shall be deemed to
constitute a utilization of the Commitment of the Granting Bank to the same
extent, and as if, such Loan were made by the Granting Bank. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement (all liability for which shall remain
with the related Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any
State thereof with respect to obligations arising hereunder or under any
other Credit Document. In addition, notwithstanding anything to the contrary
contained in Section 13.10 or this Section 13.11, any SPC may (i) with notice
to, but without the prior written consent of, the Borrower or the
Administrative Agent and without paying any processing fee therefor, assign
all or a portion of its interests in any Loans to its Granting Bank and (ii)
disclose (subject to a written agreement by the recipient to maintain the
confidentiality thereof) any non-public information relating to its Loans to

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any rating agency, commercial paper dealer or provider of a surety, guarantee
or credit or liquidity enhancement to such SPC.
The provisions of Sections 7.12 and 7.13 hereof shall apply to an SPC only to
the extent, if any, that the relevant Granting Bank would be entitled to
request additional amounts under such Sections if the SPC had not undertaken
the funding obligation of such Granting Bank.

(g) Assignment to Federal Reserve Bank. Anything herein to the
contrary notwithstanding, each Bank shall have the right to assign or pledge
from time to time any or all of its Commitment, Loans or other rights
hereunder to any Federal Reserve Bank.

Section 13.12 Waiver of Trial by Jury. THE BORROWER, THE BANKS,
AND THE ADMINISTRATIVE AGENT, TO THE MAXIMUM EXTENT THEY MAY LEGALLY DO SO,
HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS, OR IN ANY WAY CONNECTED WITH, OR
RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT
TO THIS AGREEMENT, OR THE OTHER CREDIT DOCUMENTS, THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE BORROWER, THE BANKS AND
THE ADMINISTRATIVE AGENT HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION,
CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A
JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION 13.12 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY
JURY.

Section 13.13 Choice of Forum and Service of Process. The
Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to
which it is a party, or for recognition and enforcement of any judgement
in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from
any thereof;

(b) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to the Borrower at its address set forth under its signature
hereto or at such other address of which the Administrative Agent shall
have been notified pursuant thereto;

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(c) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

(d) consents that any action or proceeding described in Section
13.13(a) may be brought in the Courts of the State of New York, the
courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof, and waives any
objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding
was brought in an inconvenient court and agrees not to plead or claim
the same.

Section 13.14 Remedies. The remedies provided to the
Administrative Agent and the Banks herein are cumulative and are in addition
to, and not in lieu of, any remedies provided by law. To the maximum extent
permitted by law, remedies may be exercised by the Administrative Agent or
any Bank successively or concurrently, and the failure to exercise any remedy
shall not constitute a waiver thereof, nor shall the single or partial
exercise of any remedy preclude any other or further exercise of such remedy
or any other right or remedy.

Section 13.15 Right of Set-Off. Upon the occurrence and during
the continuance of any Event of Default, each Bank is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time
owing by such Bank to or for the credit or the account of the Borrower
against an equivalent amount of the amounts owing to such Bank hereunder
which are then due and payable, irrespective of whether or not such Bank
shall have made any demand under this Agreement. Each Bank agrees promptly
to notify the Borrower and the Administrative Agent after any such set-off
and application is made by such Bank, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The
rights of each Bank under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which such
Bank may have.

Section 13.16 Effectiveness. This Agreement shall become
effective on the date (which date shall occur on or before the Closing Date)
upon which the Administrative Agent shall have received counterparts of this
Agreement, duly executed by the Borrower and the Banks listed on the
signature pages hereof.

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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 above written.

COMPUTER ASSOCIATES INTERNATIONAL,
INC., a Delaware corporation

By
Title:

Address for Notices:

One Computer Associates Plaza
Islandia, New York, 11788-7000
Attn: Treasurer
Telecopier: (516) 342-4854
Telex: 981-393

with a copy (other than in the case
of administrative notices) to:

Attn: General Counsel
Telecopier: (516) 342-4866

CREDIT SUISSE FIRST BOSTON, as the
Administrative Agent

By_______________________________
Title:

BANC OF AMERICA SECURITIES LLC, as a Co-
Syndication Agent

By_______________________________
Title:

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CHASE SECURITIES INC., as a Co-Syndication
Agent

By_______________________________
Title:

CREDIT SUISSE FIRST BOSTON, as a Bank

By_______________________________
Title:

THE CHASE MANHATTAN BANK, as a Managing Agent
and as a Bank

By_______________________________
Title:

NATIONSBANK, N.A., as a Managing Agent and as
a Bank

By_______________________________
Title:

THE BANK OF NOVA SCOTIA, as a Managing Agent
and as a Bank

By_______________________________
Title:

BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a
Managing Agent and as a Bank

By_______________________________
Title:

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COMMERZBANK AKTIENGESELLSCHAFT, as a Managing
Agent and as a Bank

By_______________________________
Title:

CREDIT LYONNAIS NEW YORK BRANCH, as a
Managing Agent and as a Bank

By_______________________________
Title:

DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK AG, New York
Branch, as a Managing Agent and as a Bank

By_______________________________
Title:

FLEET BANK, N.A., as a Managing Agent and as
a Bank

By_______________________________
Title:

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<PAGE>

BAYERISCHE HYPO- UND VEREINSBANK, AG,
New York Branch, as a Managing Agent and as a
Bank

By_______________________________
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED, New
York Branch, as a Managing Agent and as a
Bank

By_______________________________
Title:

MELLON BANK, N.A., as a Managing Agent and as
a Bank

By_______________________________
Title:

ROYAL BANK OF CANADA, as a Co-Agent and as a
Bank

By_______________________________
Title:

WACHOVIA BANK, N.A., as a Co-Agent and as a
Bank

By_______________________________
Title:

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<PAGE>

ABN AMRO BANK N.V.

By_______________________________
Title:

LaSALLE BANK, N.A.

By_______________________________
Title:

THE DAI-ICHI KANGYO BANK, LTD.

By_______________________________
Title:

THE FIRST NATIONAL BANK OF CHICAGO

By_______________________________
Title:

FIRST UNION NATIONAL BANK

By_______________________________
Title:

THE SANWA BANK, LIMITED, New York Branch

By_______________________________
Title:

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BBL INTERNATIONAL (U.K.) LIMITED

By_______________________________
Title:

BANCA COMMERCIALE ITALIANA, New York Branch

By_______________________________
Title:

BANCA NAZIONALE DEL LAVORO S.p.A. - New York
Branch

By_______________________________
Title:

BANQUE NATIONALE DE PARIS, New York

By_______________________________
Title:

HSBC BANK USA

By_______________________________
Title:

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<PAGE>

PARIBAS

By_______________________________
Title:

ISTITUTO BANCARIO SAN PAOLO DI TORINO
ISTITUTO MOBILIARE ITALIANO SPA

By_______________________________
Title:

SUNTRUST BANK, ATLANTA

By_______________________________
Title:

BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
INC.

By_______________________________
Title:

BANK HAPOALIM B.M.

By_______________________________
Title:

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BANK OF MONTREAL

By_______________________________
Title:

BANCA POPOLARE DI MILANO, New York Branch

By_______________________________
Title:

CHANG HWA COMMERCIAL BANK, LTD., New York
Branch

By_______________________________
Title:

MERITA BANK PLC

By_______________________________
Title:

THE MITSUBISHI TRUST AND BANKING CORPORATION

By_______________________________
Title:

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THE SUMITOMO BANK, LTD.

By_______________________________
Title:

ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN
AG

By_______________________________
Title:

CHIAO TUNG BANK CO., LTD., New York Agency

By_______________________________
Title:

BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA,
NASSAU BRANCH

By_______________________________
Title:

SUMMIT BANK

By_______________________________
Title:

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Schedule 1

Commitment Schedule

A. Agency Office: 11 Madison Avenue
New York, New York 10010
Attention: Syndications Agency
Telecopier: (212) 325-8304

B. Banks: (Listed Below)

Revolving
Bank Commitment Address for Notices
---------------------- -------------- ---------------------------------

Credit Suisse First $138,333,333.33 11 Madison Avenue
Boston New York, New York 10010
Attn: Chris Horgan
Telecopier: 212/325-8309

NationsBank, N.A. 116,666,666.67 901 Main Street - 67th Floor
Dallas, Texas 75202
Attn: Sharon Ellis
Telecopier: 214/209-0980

The Chase Manhattan Bank 116,666,666.67 395 North Service Road
Melville, New York 11747
Attn: Phyllis Sawyer
Telecopier: 516/755-0141

The Bank of Nova Scotia 75,000,000.00 One Liberty Plaza
New York, New York 10006
Attn: Roger Chu
Telecopier: 212/225-5090

Bank of Tokyo Mitsubishi 75,000,000.00 1251 Avenue of the Americas
Trust Company New York, New York 10020
Attn: Jim Brown
Telecopier: 212/782-6445

Commerzbank 75,000,000.00 2 World Financial Center
Aktiengesellschaft New York, New York 10281
Attn: Andrew P. Lusk
Telecopier: 212/266-7594

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<PAGE>

Revolving
Bank Commitment Address for Notices
---------------------- -------------- ---------------------------------

Credit Lyonnais 75,000,000.00 1301 Avenue of the Americas
New York, New York 10019
Attn: Judy Domkowski
Telecopier: 212/459-3179

DG Bank 75,000,000.00 609 Fifth Avenue
Deutsche New York, New York 10017
Genossenshaftsbank AG Attn: Sabine Wendt
Telecopier: 212/745-1556

Fleet Bank, N.A. 75,000,000.00 300 Broad Hollow Road
Melville, New York 11747
Attn: Magda Hayden
Telecopier: 516/547-7815

Bayerische Hypo- und 75,000,000.00 150 East 42nd Street
Vereinsbank AG New York, New York 10017
Attn: Marianne Weinzinger
Telecopier: 212/672-5530

The Industrial Bank of 75,000,000.00 1251 Avenue of the Americas
Japan, Ltd. New York, New York 10020-1104
Attn: Wayne Wright
Telecopier: 212/282-4488

Mellon Bank 75,000,000.00 1735 Market Street - 7th Floor
Philadelphia, Pennsylvania 19103
Attn: J. Wade Bell
Telecopier: 215-553-4899

Royal Bank of Canada 50,000,000.00 One Liberty Plaza
New York, New York 10006
Attn: Steven Yoon, Mickey Chadha
Telecopier: 212/428-6460

Wachovia Bank, N.A. 50,000,000.00 191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attn: William Christie
Telecopier: 404/332-6898

ABN-AMRO Bank N.V. 16,666,666.67 208 South LaSalle Street
Chicago, Illinois 60604-1003
Attn: Credit Administration
Telecopier: 312/992-5111

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<PAGE>

Revolving
Bank Commitment Address for Notices
---------------------- -------------- ---------------------------------

LaSalle Bank, N.A. 16,666,666.66 135 South LaSalle Street
Chicago, Illinois 60603
Attn: John McGuire
Telecopier: 312/904-4660

The Dai-Ichi Kangyo 25,000,000.00 1 World Trade Center - Suite 4911
Bank, Ltd. New York, New York 10048
Attn: Nelson Chang
Telecopier: 212/912-1879

The First National Bank 25,000,000.00 153 West 51st Street
of Chicago New York, New York 10019
Attn: Andrea S. Kantor
Telecopier: 212/373-1180

First Union National 25,000,000.00 300 Main Street
Bank Stamford, Connecticut 06904
Attn: Christopher Strauss
Telecopier: 203/969-2529

The Sanwa Bank, Limited 25,000,000.00 55 East 52nd Street
New York, New York 10055
Attn: Jean-Michel Fatovic
Telecopier: 212/754-1304

BBL International (U.K.) 16,666,666.67 6 Broadgate
Limited London EC2M 2AJ, England
Attn: Pim Van Wesel
Telecopier: 011-44-171-392-5549

Banca Commerciale 16,666,666.67 One William Street
Italiana New York, New York 10004
Attn: Tom McCullough
Telecopier: 212/809-2124

Banca Nazionale del 16,666,666.67 25 West 51st Street
Lavoro SpA New York, New York 10019
Attn: Giulio Giovine
Telecopier: 212/765-2978

Banque Nationale de 16,666,666.67 499 Park Avenue
Paris New York, New York 10022
Attn: Robert S. Taylor, Jr.
Telecopier: 212/415-9606

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<PAGE>

Revolving
Bank Commitment Address for Notices
---------------------- -------------- ---------------------------------

HSBC Bank USA 16,666,666.67 140 Broadway - 4th Floor
New York, New York 10005-1196
Attn: Anna Yuen
Telecopier: 212/658-5109

Paribas 16,666,666.67 787 Fifth Avenue
New York, New York 10019
Attn: Shayn March
Telecopier: 212/841-3049

Istituto Bancario San 16,666,666.67 245 Park Avenue
Paolo di Torino Istituto New York, New York 10167
Mobiliare Italiano SpA Attn: Robert Wurster
Telecopier: 212/692-3178

SunTrust Bank, Atlanta 16,666,666.67 711 Fifth Avenue
New York, New York 10022
Attn: May Smith
Telecopier: 212/371-9386

BankAustria 11,666,666.67 2 Greenwich Plaza
Creditanstalt Corporate Greenwich, CT 06830
Finance, Inc. Attn: Frederic W. Hall
Telecopier: 203/861-0297

Bank Hapoalim 8,333,333.33 1177 Avenue of the Americas
New York, New York 10036
Attn: Marc Bosc
Telecopier: 212/782-2187

Bank of Montreal 8,333,333.33 430 Park Avenue
New York, New York 10022
Attn: Brian Banke
Telecopier: 212/605-1455

Banca Popolare di Milano 8,333,333.33 375 Park Avenue - 9th Floor
New York, New York 10152
Attn: Fulvio Montanari
Telecopier: 212/838-1077

Chang Hwa Commercial 8,333,333.33 One World Trade Center - Suite
Bank, Ltd. 3211
New York, New York 10048
Atn: Kevin Lee
Teleopier: 212/390-0120

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<PAGE>

Revolving
Bank Commitment Address for Notices
---------------------- -------------- ---------------------------------

Merita Bank Plc 8,333,333.33 437 Madison Avenue
New York, New York 10022
Attn: Clifford Abramsky
Telecopier: 212/318-9318

The Mitsubishi Trust and 8,333,333.33 520 Madison Avenue
Banking Group New York, New York 10022
Attn: Toshihiro Hayashi
Telecopier: 212/644-6825

The Sumitomo Bank, 8,333,333.33 277 Park Avenue
Limited New York, New York 10172
Attn: Edward McCollys
Telecopier: 212/224-5188

Erste Bank Der 6,666,666.67 280 Park Avenue
Oesterreichischen 32nd Floor, West Building
Sparkassen AG New York, New York 10017
Attn: Rima Terradista
Telecopier: 212/984-5267

Chiao Tung Bank Co., 3,333,333.33 1 World Financial Center - 30th
Ltd. Floor
New York, New York 10281
Attn: Ifen Lee
Telecopier: 212/285-2922

Banco Espirito Santo e 3,333,333.33 320 Park Avenue - 29th Floor
Comercial de Lisboa New York, New York 10022
Attn: Andrew M. Orsen
Telecopier: 212/750-3999

Summit Bank 3,333,333.33 301 Carnegie Center
Princeton, New Jersey 08543
Attn: Gary Tyrrell
Telecopier: 609/987-3666

$1,500,000,000
==============

-1-

<PAGE>

Schedule 2

Material Subsidiaries

Name Jurisdiction
---- ------------

Computer Associates GmbH Germany
Computer Associates plc United Kingdom

-1-

<PAGE>

Exhibit A

FORM OF
ASSIGNMENT AND ACCEPTANCE AGREEMENT

Reference is made to the Credit Agreement, dated as of May 26, 1999
(as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and between Computer Associates International, Inc.,
a Delaware corporation ("Borrower"), the banks and other financial
institutions parties thereto (the "Banks"), the Co-Agents named therein, the
Co-Syndication Agents named therein and Credit Suisse First Boston, as
administrative agent for the Banks (in such capacity, "the Administrative
Agent"). Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

The Assignor identified on Schedule l hereto (the "Assignor") and
the Assignee identified on Schedule l hereto (the "Assignee") agree as
follows:

1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below), the interest described
in Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's
rights and obligations under the Credit Agreement with respect to those
credit facilities contained in the Credit Agreement as are set forth on
Schedule 1 hereto (individually, an "Assigned Facility"; collectively, the
"Assigned Facilities"), in a principal amount for each Assigned Facility as
set forth on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Credit Document or
any other instrument or document furnished pursuant thereto, other than that
the Assignor has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any such
adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any
of its Subsidiaries or any other obligor or the performance or observance by
the Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other Credit
Document or any other instrument or document furnished pursuant hereto or

-1-

<PAGE>

thereto; and (c) attaches any Notes held by it evidencing the Assigned
Facilities and (i) requests that the Administrative Agent, upon request by
the Assignee, exchange the attached Notes for a new Note or Notes payable to
the Assignee and (ii) if the Assignor has retained any interest in the
Assigned Facility, requests that the Administrative Agent exchange the
attached Notes for a new Note or Notes payable to the Assignor, in each case
in amounts which reflect the assignment being made hereby (and after giving
effect to any other assignments which have become effective on the Effective
Date).

3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 9.10 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the
Assignor, the Administrative Agent or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the
Credit Agreement, the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes
the Administrative Agent to take such action as administrative agent on its
behalf and to exercise such powers and discretion under the Credit Agreement,
the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit Agreement
and will perform in accordance with its terms all the obligations which by
the terms of the Credit Agreement are required to be performed by it as a
Bank including, if it is organized under the laws of a jurisdiction outside
the United States, its obligations pursuant to Section 7.13 of the Credit
Agreement.

4. The effective date of this Assignment and Acceptance shall be
the Effective Date of Assignment described in Schedule 1 hereto (the
"Effective Date"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance
by it and recording by the Administrative Agent pursuant to the Credit
Agreement, effective as of the Effective Date (which shall not, unless
otherwise agreed to by the Administrative Agent, be earlier than five Banking
Days after the date of such acceptance and recording by the Administrative
Agent).

5. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and

-2-

<PAGE>

other amounts) to the Assignor for amounts which have accrued to the
Effective Date and to the Assignee for amounts which have accrued subsequent
to the Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.

6. From and after the Effective Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Bank thereunder and
under the other Credit Documents and shall be bound by the provisions thereof
and (b) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Credit Agreement.

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

IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.

-3-

<PAGE>

Schedule 1
to Assignment and Acceptance

Name of Assignor: ______________________________________________

Name of Assignee: ______________________________________________

Effective Date of Assignment: __________________________________

Credit Principal Commitment Percentage
Facility Assigned Amount Assigned Assigned<F1>
----------------- --------------- -----------------------------

$___________ ____.___________%

[Name of Assignee] [Name of Assignor]

By: ______________________________ By: _________________________________
Title: Title:

Address for Notices:
___________________________________
___________________________________
___________________________________

Accepted: [Consented To:

CREDIT SUISSE FIRST BOSTON, as COMPUTER ASSOCIATES INTERNATIONAL,
Administrative Agent INC.

By: ________________________________ By: _______________________________
Title: Title:]

___________________
[FN]
<F1> Calculate the Commitment Percentage that is assigned to at least 15
decimal places and show as a percentage of the aggregate commitments of
all Banks.

-1-

<PAGE>

Exhibit B

FORM OF
COMPLIANCE CERTIFICATE

To the Banks and the Administrative Agent
Referenced Below

The undersigned hereby certifies that:

1. This Compliance Certificate is being delivered pursuant to
Section 10.1(h) of that certain Credit Agreement, dated as of May 26, 1999
(as the same may have been amended to the date hereof, the "Credit
Agreement"), by and between Computer Associates International, Inc., a
Delaware corporation ("Borrower"), the banks and other financial institutions
parties thereto (the "Banks"), the Co-Agents named therein, the Co-
Syndication Agents named therein and Credit Suisse First Boston, as
administrative agent for the Banks (in such capacity, "the Administrative
Agent"). Any and all initially capitalized terms used herein have the
meanings ascribed thereto in the Credit Agreement unless otherwise
specifically defined herein.

2. The undersigned is a Responsible Officer of the Borrower with
the title set forth below his signature hereon.

3. The undersigned has reviewed the terms of the Credit Agreement
and the other Credit Documents with a view toward determining whether the
Borrower has complied with the terms thereof in all material respects, has
made, or has caused to be made under his supervision, a review in reasonable
detail of the transactions and condition of the Borrower and its Subsidiaries
as of ________, 19__, and such review has disclosed that, as of such date, no
event has occurred and is continuing which constitutes an Event of Default or
would constitute an Event of Default but for the requirement that notice be
given or time elapse or both.

4. The ratio of (i) Consolidated EBITDA of the Borrower and its
Subsidiaries to (ii) Consolidated Interest Expense of the Borrower and its
Subsidiaries for purposes of the calculation of compliance with the covenant
set forth in Section 10.2(f) is ________ to 1.0, as demonstrated in
reasonable detail by the calculations set forth on Schedule I hereto.

5. The Test Ratio for purposes of the calculation of compliance
with the covenant set forth in Section 10.2(g) is ________ to 1.0, as
demonstrated in reasonable detail by the calculations set forth on Schedule I
hereto.

-1-

<PAGE>

I hereby certify the foregoing information to be true and correct
in all material respects and execute this Compliance Certificate this _____
day of __________, 19__.

______________________________________
Name:
Title:

-2-

<PAGE>

Exhibit C-1

FORM OF
NOTICE OF BORROWING (DRAWINGS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

This Notice of Borrowing is given pursuant to Section 2.2 or
Section 3.2, as applicable, of that certain Credit Agreement, dated as of
May 26, 1999 (as the same may have been amended to the date hereof, the
"Credit Agreement"), by and between Computer Associates International, Inc.,
a Delaware corporation, the banks and other financial institutions parties
thereto (the "Banks"), the Co-Agents named therein, the Co-Syndication Agents
named therein and Credit Suisse First Boston, as administrative agent (in
such capacity, the "the Administrative Agent") for the Banks. Any and all
initially capitalized terms used herein have the meanings ascribed thereto in
the Credit Agreement unless otherwise specifically defined herein.

The undersigned hereby (one checked as applicable) :
[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the making of a (one checked as applicable):
[ ] Revolving Loan
[ ] Swingline Loan

under the Credit Agreement as follows:

1. Date of Loan. The requested date of the proposed Loan is
__________, 19__.

2. Amount of Loan. The requested aggregate amount of the
proposed Loan is: $__________.

-1-

<PAGE>

3. Rate Option and Interest Period. The requested rate option
and (if applicable) Interest Period for the proposed Loan is ((a) or (b)
checked as applicable):

[ ] (a) The Eurodollar Rate<F2>, as described below:

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

[ ] (b) The Base Rate, with respect to $__________ of the
proposed Loan.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By_______________________________
Its

Dated: ____________________

_____________________
[FN]
<F2> Not available for Swingline Loans

-2-

<PAGE>

Exhibit C-2
FORM OF
NOTICE OF BORROWING (CONTINUATIONS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

This Notice of Borrowing is given pursuant to Section 7.6 of that
certain Credit Agreement, dated as of May 26, 1999 (as the same may have been
amended to the date hereof, the "Credit Agreement"), by and between Computer
Associates International, Inc., a Delaware corporation, the banks and other
financial institutions parties thereto (the "Banks"), the Co-Agents named
therein, the Co-Syndication Agents named therein and Credit Suisse First
Boston, as administrative agent (in such capacity, the "the Administrative
Agent") for the Banks. Any and all initially capitalized terms used herein
have the meanings ascribed thereto in the Credit Agreement unless otherwise
specifically defined herein.

The undersigned hereby (one checked as applicable):
[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the continuation of a Eurodollar Rate Loan under the Credit
Agreement as follows:

1. Maturity Date. The last day of the Interest Period presently
applicable to such Eurodollar Rate Loan is , 19 .

2. Amount to be Continued. The requested aggregate amount of
such Eurodollar Rate Loan to be continued is: $ .

3. Interest Period. The Interest Period for the proposed
continuation is:

-1-

<PAGE>

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

Dated: __________, 19__.
COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By_______________________________
Its

-2-

<PAGE>

Exhibit C-3

FORM OF
NOTICE OF BORROWING (CONVERSIONS)

Credit Suisse First Boston, as
administrative agent under the Credit
Agreement referenced below

The undersigned hereby (one checked as applicable):

[ ] gives the Administrative Agent irrevocable notice
[ ] confirms its irrevocable telephonic notice to the
Administrative Agent

that it requests the continuation of a Eurodollar Rate Loan under the Credit
Agreement as follows:<F3>

A. Conversion from Base Rate Loan to Eurodollar Rate Loan.

1. Date of Conversion. The date upon which such conversion is to
occur is __________, 19__.

2. Amount to be Converted. The requested aggregate amount of
such Base Rate Loan to be converted into a Eurodollar Rate Loan is:
$__________.

__________________
[FN]
<F3> Insert Part A and/or B, as applicable.

-1-

<PAGE>

3. Interest Period. The Interest Period for the proposed
conversion to a Eurodollar Rate Loan is:

Tranche A Tranche B Tranche C

Principal Amount: Principal Amount: Principal Amount:
$_______ $_______ $_______

B. Conversion from Eurodollar Rate Loan to Base Rate Loan.

1. Date of Conversion. The date upon which such conversion is to
occur is __________, 19__.

2. Maturity Date. The last day of the Interest Period presently
applicable to such Eurodollar Rate Loan is __________, 19__, and the Interest
Period presently applicable thereto is _____ months.

3. Amount to be Converted. The requested aggregate amount of
such Eurodollar Rate Loan to be converted into a Base Rate Loan is:
$__________.

Dated: __________, 19__.

COMPUTER ASSOCIATES INTERNATIONAL,
INC.

By_______________________________
Its

-2-

<PAGE>

EXHIBIT E-1

FORM OF REVOLVING LOAN
PROMISSORY NOTE

$____________ New York, New York
May 26, 1999

FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL,
INC., a Delaware corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of ___________________________________ (the
"Bank") at the office of Credit Suisse First Boston, located at 11 Madison
Avenue, New York, New York 10010, in lawful money of the United States of
America and in immediately available funds, on the Termination Date (or such
earlier date upon which such amounts may become due and payable pursuant to
the terms of the Credit Agreement described below) the principal amount of
(a) ____________________________________ DOLLARS ($______________), or, if
less, (b) the aggregate unpaid principal amount of all Revolving Loans made
by the Bank to the Borrower pursuant to Section 2.1 of the Credit Agreement,
as hereinafter defined. The Borrower further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in the Credit Agreement,
together with all fees and costs payable by the Borrower under the Credit
Agreement.

The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof the date, Type and amount of
each Revolving Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in
the case of Eurodollar Rate Loans, the length of each Interest Period with
respect thereto. The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Revolving Loan.

This Note (a) is one of the promissory notes referred to in the Credit
Agreement dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Bank, the other banks and financial institutions from time to time parties
thereto, the Co-Agents named therein, the Co-Syndication Agents named therein
and Credit Suisse First Boston, as administrative agent, (b) is subject to
the provisions of the Credit Agreement and (c) is subject to optional and
mandatory prepayment in whole or in part as provided in the Credit Agreement.

-1-

<PAGE>

Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind, except for
those expressly provided for in the Credit Agreement.

Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit
Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: _______________________________
Title:

-2-

<PAGE>

SCHEDULE A
to Promissory Note

LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

Amount of
Base Rate
Amount Amount of Loans Unpaid
Converted Principal Converted Principal
Amount of to of Base to Balance of
Base Rate Base Rate Rate Loans Eurodollar Base Rate Notation
Date Loans Loans Repaid Rate Loans Loans Made By
- - - - - - - - - - - - - - ---- --------- ---------- --------- ---------- ---------- --------

-1-

<PAGE>

SCHEDULE B
to Promissory Note

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE LOANS

Amount
Interest of Euro-
Period dollar
Amount and Amount of Rate Unpaid
Con- Euro- Principal Loans Principal
Amount verted dollar of Euro- Con- Balance
of Euro- to Euro- Rate dollar verted of Euro- Nota-
dollar dollar with Rate to Base dollar tion
Rate Rate Respect Loans Rate Rate Made
Date Loans Loans Thereto Repaid Loans Loans By
- - - - - - - - - - - - - - ---- -------- -------- -------- --------- -------- --------- -----

-1-

<PAGE>

EXHIBIT E-2

FORM OF SWINGLINE LOAN
PROMISSORY NOTE

$75,000,000.00 New York, New York
May 26, 1999

FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES
INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby
unconditionally promises to pay to the order of CREDIT SUISSE FIRST BOSTON
(the "Bank"), at its office located at 11 Madison Avenue, New York, New York
10010, in lawful money of the United States of America and in immediately
available funds, on the Termination Date (or such earlier date upon which
such amounts may become due and payable pursuant to the terms of the Credit
Agreement described below) the principal amount of (a) SEVENTY-FIVE MILLION
DOLLARS ($75,000,000.00), or, if less, (b) the aggregate unpaid principal
amount of all Swingline Loans made by the Bank to the undersigned pursuant to
Section 3.1 of the Credit Agreement. The Borrower further agrees to pay
interest in like money at such office on the unpaid principal amount hereof
from time to time outstanding at the rates and on the dates specified in the
Credit Agreement, together with all fees and costs payable by the Borrower
under the Credit Agreement.

The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which
shall be attached hereto and made a part hereof the date and amount of each
Swingline Loan made pursuant to the Credit Agreement and the date and amount
of each payment or prepayment of principal thereof. The failure to make any
such endorsement shall not affect the obligations of the Borrower in respect
of such Swingline Loan.

This Note (a) is one of the promissory notes referred to in the
Credit Agreement dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Bank, the other banks and financial institutions from time to
time parties thereto, the Co-Agents named therein, the Co-Syndication Agents
named therein and Credit Suisse First Boston, as administrative agent, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the
Credit Agreement.

-2-

<PAGE>

All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind, except
for those expressly provided for in the Credit Agreement.

Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: _______________________________
Title:

-3-

<PAGE>

Schedule A to
Swingline Note

LOANS AND REPAYMENT OF SWINGLINE LOANS

Unpaid
Principal
Amount of Balance of Notation
Date Amount of Loans Principal Repaid Loans Made By
------ --------------- ----------------- ------------- -----------

-4-

<PAGE>

EXHIBIT F-1

FORM OF
CAF ADVANCE REQUEST

__________, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Revolving Credit Agreement, dated as of
May 26, 1999, among the undersigned, the Banks named therein, the Co-Agents
named therein, the Co-Syndication Agents named therein and Credit Suisse
First Boston, as Administrative Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.

This is a [Fixed Rate] [LIBO Rate] CAF Advance Request pursuant to
Article 5 of the Credit Agreement requesting offers for the following CAF
Advances:

[NOTE: Pursuant to the Credit Agreement, a CAF Advance Request may
be transmitted in writing, by telecopy, or by telephone,
immediately confirmed by telecopy. In any case, a CAF Advance
Request shall contain the information specified in the second
paragraph of this form.]

Loan 1 Loan 2 Loan 3

Aggregate Principal Amount $_________ $__________ $_________

Borrowing Date
CAF Advance Maturity Date

CAF Advance Interest Payment Dates

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By_______________________________
Title:

-1-

<PAGE>

EXHIBIT F-2

FORM OF
CAF ADVANCE OFFER

, ______

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Credit Agreement, dated as of May 26,
1999, among the undersigned, the Banks named therein, the Co-Agents named
therein, the Co-Syndication Agents named therein and Credit Suisse First
Boston, as Administrative Agent (as the same may be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Terms defined
in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.

In accordance with Article 5 of the Credit Agreement, the
undersigned Banks offers to make CAF Advances thereunder in the following
amounts with the following maturity dates:

Borrowing Date: __________, 199__ Aggregate Maximum Amount:
$_________

Maturity Date 1: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

Maturity Date 2: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

Maturity Date 3: Maximum Amount: $__________
__________, 199__ $________ offered at _______*
$________ offered at _______*

-1-

<PAGE>

[NOTE: Insert the interest rate offered for the specified CAF Advance
where indicated by an asterisk (*). In the case of LIBO Rate CAF
Advances, insert a margin bid. In the case of Fixed Rate CAF Advances,
insert a fixed rate bid.]

Very truly yours,

[NAME OF BANK]]

By_______________________________
Title:
Telephone No.:
Telecopy No.:

-2-

<PAGE>

EXHIBIT F-3

FORM OF
CAF ADVANCE CONFIRMATION

_________ __, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Credit Agreement, dated as of May 26, 1999,
among the undersigned, the Banks named therein, the Co-Agents named therein,
the Co-Syndication Agents named therein and Credit Suisse First Boston, as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"). Terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

In accordance with Article 5 of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Bank(s) to
make CAF Advances to the undersigned on ________ __, ____ under Article 5 in
the (respective) amount(s) set forth on the attached list of CAF Advances
offered.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By_______________________________
Title:

[NOTE: The Borrower must attach CAF Advance offer list prepared by the
Administrative Agent with accepted amount entered by the Borrower to the
right of each CAF Advance offer].

-1-

<PAGE>

EXHIBIT F-3

FORM OF
CAF ADVANCE CONFIRMATION

_________ __, ____

Credit Suisse First Boston, as Administrative Agent
11 Madison Avenue
New York, New York 10010

Reference is made to the Credit Agreement, dated as of May 26, 1999,
among the undersigned, the Banks named therein, the Co-Agents named therein,
the Co-Syndication Agents named therein and Credit Suisse First Boston, as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"). Terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By_______________________________
Title:

[NOTE: The Borrower must attach CAF Advance offer list prepared by the
Administrative Agent with accepted amount entered by the Borrower to the
right of each CAF Advance offer].

-1-

Contacts: Doug Robinson - Investor Relations
(516) 342-2745
[email protected]

COMPUTER ASSOCIATES TENDER OFFER FOR PLATINUM CLOSES
WITH MORE THAN 98 PERCENT ACCEPTANCE

ISLANDIA, N.Y., May 28, 1999 - Computer Associates International, Inc. (NYSE:
CA) today announced the expiration of the tender offer by its wholly owned
subsidiary, HardMetal, Inc., for all of the outstanding shares of PLATINUM
technology International, inc. (NASDAQ: PLAT) common stock at a price of $29.25
per share in cash. The offer expired at 12:00 midnight New York time on
Thursday, May 27, 1999, and all shares validly tendered (and not properly
withdrawn) prior to the expiration have been accepted for payment and will be
paid promptly.

Approximately 108.6 million shares were tendered in the offer prior to its
expiration, which constitutes approximately 98 percent of the total number of
outstanding shares of common stock of PLATINUM.

The pending merger of PLATINUM and HardMetal, Inc. will become effective as soon
as practicable after the satisfaction of the conditions set forth in, and
subject to the terms of the Agreement and Plan of Merger among PLATINUM,
HardMetal, Inc. and Computer Associates. Once the pending merger becomes
effective, PLATINUM will become a wholly owned subsidiary of Computer
Associates.

Computer Associates International, Inc. (NYSE: CA), the world leader in mission-
critical business computing,provides software, support and integration services
in more than 100 countries around the world. CA has more than 14,000 employees
and had revenue of $5.3 billion in fiscal year 1999.

For more information about CA, please call 516-342-5224 or e-mail [email protected].
CA's World Wide Web address is www.cai.com.