1 Exhibit 10.3 REVOLVING CREDIT AGREEMENT -------------------------- Dated as of November 29, 1996

1
Exhibit 10.3

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REVOLVING CREDIT AGREEMENT
--------------------------

Dated as of November 29, 1996

among

JHFSC ACQUISITION CORP.

and

THE BANKS LISTED ON SCHEDULE 1
ATTACHED HERETO

and

THE FIRST NATIONAL BANK OF BOSTON, AS AGENT

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TABLE OF CONTENTS

ss.1. DEFINITIONS AND RULES OF INTERPRETATION. ............................1
ss.1.1. Definitions. ...............................................1
ss.1.2. Rules of Interpretation. ..................................15

ss.2. THE REVOLVING CREDIT FACILITY. .....................................16
ss.2.1. Commitment to Lend. .......................................16
ss.2.2. Mandatory Reductions in the Total Commitment. ............16
ss.2.3. Optional Reductions in the Total Commitment. ..............18
ss.2.4. The Notes. ................................................19
ss.2.5. Interest on Revolving Credit Loans. .......................19
ss.2.6. Requests for Revolving Credit Loans. ......................19
ss.2.7. Conversion Options. .......................................20
ss.2.7.1. Conversion to Different Type of Revolving
Credit Loan. ....................................20
ss.2.7.2. Continuation of Type of Revolving
Credit Loan. ...................................20
ss.2.7.3. Eurodollar Rate Loans. .........................20
ss.2.8. Funds for Revolving Credit Loans. .........................21
ss.2.8.1. Funding Procedures. ............................21
ss.2.8.2. Advances by Agent. .............................21

ss.3. REPAYMENT OF THE REVOLVING CREDIT LOANS. ...........................22
ss.3.1. Maturity. .................................................22
ss.3.2. Mandatory Repayments of Revolving Credit Loans. ...........22
ss.3.3. Optional Repayments of Revolving Credit Loans. ............22

ss.4. CERTAIN GENERAL PROVISIONS. ........................................22
ss.4.1. Closing Fee; Arrangement Fee. .............................22
ss.4.2. Agent's Fee. ..............................................22
ss.4.3. Commitment Fee. ...........................................22
ss.4.4. Funds for Payments. .......................................23
ss.4.4.1. Payments to Agent. .............................23
ss.4.4.2. No Offset, Etc. ................................23
ss.4.5. Computations. .............................................23
ss.4.6. Inability to Determine Eurodollar Rate. ...................23
ss.4.7. Illegality. ...............................................24
ss.4.8. Additional Costs, Etc. ....................................24
ss.4.9. Capital Adequacy. .........................................25
ss.4.10. Certificate. ..............................................26
ss.4.11. Indemnity. ................................................26
ss.4.12. Interest After Default. ...................................26
ss.4.12.1. Overdue Amounts. ..............................26
ss.4.12.2. Amounts Not Overdue. ..........................26

ss.5. SECURITY AND GUARANTIES. ...........................................27
ss.5.1. Security. .................................................27
ss.5.2. Guaranties of Subsidiaries. ...............................27
ss.5.3. Freedom Capital. ..........................................27

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ss.6. REPRESENTATIONS AND WARRANTIES. ....................................27
ss.6.1. Corporate Authority. ......................................27
ss.6.1.1. Incorporation; Good Standing. ..................27
ss.6.1.2. Authorization. .................................27
ss.6.1.3. Enforceability. ................................28
ss.6.2. Capitalization; Subsidiaries, Etc...........................28
ss.6.3. Governmental Approvals. ...................................28
ss.6.4. Title to Properties; Leases. ..............................28
ss.6.5. Financial Statements. .....................................29
ss.6.6. No Material Changes, Etc.; Solvency. ......................29
ss.6.7. Business, Etc. ............................................30
ss.6.8. Litigation. ...............................................30
ss.6.9. No Materially Adverse Contracts, Etc. .....................30
ss.6.10. Compliance With Other Instruments, Etc. ..................30
ss.6.11. Tax Status. ..............................................31
ss.6.12. No Event of Default. .....................................31
ss.6.13. Absence of Financing Statements, Etc. ....................31
ss.6.14. Perfection of Security Interest. .........................31
ss.6.15. Certain Transactions. ....................................31
ss.6.16. Employee Benefit Plans. ..................................32
ss.6.16.1. In General. ..................................32
ss.6.16.2. Terminability of Welfare Plans. ..............32
ss.6.16.3. Guaranteed Pension Plans. ....................32
ss.6.16.4. Multiemployer Plans. .........................32
ss.6.17. Regulations U and X. .....................................33
ss.6.18. Real Estate. .............................................33
ss.6.19. Broker-Dealer Subsidiaries. ..............................34
ss.6.20. Advisory Subsidiaries. ...................................35
ss.6.21. Investment Fund Clients. .................................35
ss.6.22. Holding Company and Investment Company Acts................36
ss.6.23. Disclosure. ..............................................36
ss.6.24. Fiscal Year. .............................................36
ss.6.25. Acquisition Documents. ...................................36
ss.6.26. Other Representations; Etc. ..............................36

ss.7. AFFIRMATIVE COVENANTS OF THE BORROWER. .............................37
ss.7.1. Punctual Payment. .........................................37
ss.7.2. Maintenance of Office. ....................................37
ss.7.3. Records and Accounts. .....................................37
ss.7.4. Financial Statements, Certificates and Information. .......37
ss.7.5. Notices. ..................................................38
ss.7.5.1. Defaults. ......................................38
ss.7.5.2. Notification of Claims Against Collateral. .....38
ss.7.5.3. Notice of Litigation and Judgments. ............38
ss.7.5.4. Claims Under Acquisition Documents. ............39
ss.7.6. Corporate Existence; Maintenance of Properties. ...........39
ss.7.7. Insurance. ................................................39

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ss.7.8. Taxes. ....................................................39
ss.7.9. Inspection of Properties and Books, Etc. ..................40
ss.7.9.1. General. ......................................40
ss.7.9.2. Communication with Accountants. ...............40
ss.7.10. Compliance with Laws, Contracts, Licenses,
and Permits. .............................................40
ss.7.11. Employee Benefit Plans. ..................................41
ss.7.12. Use of Proceeds. .........................................41
ss.7.13. Interest Rate Protection Arrangements. ...................41
ss.7.14. Additional Subsidiaries. .................................41
ss.7.15. Further Assurances. ......................................42

ss.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. ........................42
ss.8.1. Restrictions on Indebtedness. .............................42
ss.8.2. Restrictions on Liens. ....................................44
ss.8.3. Restrictions on Investments. ..............................46
ss.8.4. Distributions. ............................................47
ss.8.5. Merger, Consolidation. ....................................47
ss.8.5.1. Mergers and Acquisitions. ......................47
ss.8.5.2. Disposition of Assets. .........................47
ss.8.6. Sale and Leaseback. .......................................48
ss.8.7. Compliance with Environmental Laws. .......................48
ss.8.8. Employee Benefit Plans. ...................................48
ss.8.9. Change in Terms of Equity Securities;
Issuance of Equity Securities by Subsidiaries. ............49
ss.8.10. Fiscal Year. ..............................................49
ss.8.11. Stockholders Agreement. ...................................49

ss.9. FINANCIAL COVENANTS OF THE BORROWER AND ITS SUBSIDIARIES. ..........49
ss.9.1. Leverage Ratio ............................................49
ss.9.2. Debt Service Coverage. ....................................49
ss.9.3. Net Worth. ................................................50
ss.9.4. Interest Coverage. ........................................50
ss.9.5. Tangible Net Capital ......................................50
ss.9.6. Subsidiary Leverage Ratio. ................................51
ss.9.7. Net Capital. ..............................................51
ss.9.8. Capital Expenditures. .....................................51

ss.10. CLOSING CONDITIONS. ................................................51
ss.10.1. Loan Documents; Acquisition Documents. ...................51
ss.10.2. Certified Copies of Charter Documents. ...................52
ss.10.3. Corporate Action. ........................................52
ss.10.4. Incumbency Certificate. ..................................52
ss.10.5. Validity of Liens. .......................................52
ss.10.6. Lien Search Certificates and UCC Search Results. .........52
ss.10.7. Certificates of Insurance. ...............................52
ss.10.8. Solvency Certificate. ....................................53
ss.10.9. Opinions of Counsel. .....................................53

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ss.10.10. Payment of Fees. ........................................53
ss.10.11. Closing of Acquisition. .................................53
ss.10.12. Capital Contributions. ..................................53
ss.10.13. Compliance Certificate. .................................53
ss.10.14. Federal Reserve Forms U-1. ..............................53
ss.10.15. Financial Conditions. ...................................53
ss.10.16. Representations and Warranties. .........................54
ss.10.17. Proceedings and Documents. ..............................54

ss.11. CONDITIONS TO ALL BORROWINGS. ......................................54
ss.11.1. Representations True; No Event of Default. ...............54
ss.11.2. No Legal Impediment. .....................................54
ss.11.3. Governmental Regulation. .................................54
ss.11.4. Proceedings and Documents. ...............................55

ss.12. EVENTS OF DEFAULT; ACCELERATION; ETC. ..............................55
ss.12.1. Events of Default and Acceleration. ......................55
ss.12.2. Termination of Commitments. ..............................58
ss.12.3. Remedies. ................................................58
ss.12.4. Distribution of Collateral Proceeds. .....................59

ss.13. SETOFF. ............................................................59

ss.14. THE AGENT. .........................................................60
ss.14.1. Authorization. ...........................................60
ss.14.2. Employees and Agents. ....................................60
ss.14.3. No Liability. ............................................61
ss.14.4. No Representations. ......................................61
ss.14.5. Payments. ................................................61
ss.14.5.1. Payments to Agent. ...........................61
ss.14.5.2. Distribution by Agent. .......................61
ss.14.5.3. Delinquent Banks. ............................62
ss.14.6. Holders of Notes. ........................................62
ss.14.7. Indemnity. ...............................................62
ss.14.8. Agent as Bank. ...........................................62
ss.14.9. Resignation. .............................................63
ss.14.10. Notification of Defaults and Events of Default. ..........63

ss.15. EXPENSES. ..........................................................63

ss.16. INDEMNIFICATION. ...................................................64

ss.17. SURVIVAL OF COVENANTS, ETC. ........................................64

ss.18. ASSIGNMENT AND PARTICIPATION. ......................................65
ss.18.1. Conditions to Assignment by Banks. .......................65
ss.18.2. Certain Representations and Warranties; Limitations;
Covenants. ...............................................65

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ss.18.3. Register. ................................................66
ss.18.4. New Notes. ...............................................66
ss.18.5. Participations. ..........................................67
ss.18.6. Disclosure. ..............................................67
ss.18.7. Assignee or Participant Affiliated with the Borrower. ....67
ss.18.8. Miscellaneous Assignment Provisions. .....................68
ss.18.9. Assignment by Borrower. ..................................68

ss.19. NOTICES, ETC. ......................................................68

ss.20. GOVERNING LAW. .....................................................69

ss.21. HEADINGS. ..........................................................69

ss.22. COUNTERPARTS. ......................................................69

ss.23. ENTIRE AGREEMENT, ETC. .............................................69

ss.24. WAIVER OF JURY TRIAL. ..............................................70

ss.25. CONSENTS, AMENDMENTS, WAIVERS, ETC. ................................70

ss.26. SEVERABILITY. ......................................................70

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EXHIBITS:

Exhibit A - Form of Revolving Credit Note
Exhibit B - Form of Loan Request
Exhibit C - Form of Compliance Certificate
Exhibit D - Form of Assignment of Acquisition Documents
Exhibit E - Form of Focus Report
Exhibit F - Form of Guaranty
Exhibit G - Form of Security Agreement
Exhibit H - Form of Stock Pledge Agreement
Exhibit I - Form of Assignment and Acceptance

SCHEDULES:

Schedule 1 - Banks, Commitment Amounts; Etc.
Schedule 6.2(a) - Obligations with respect to Borrower's Equity Securities
Schedule 6.2(b) - Subsidiaries; Active Subsidiaries
Schedule 6.3(a) - Consents Obtained
Schedule 6.3(b) - Approvals Required
Schedule 6.4 - Title to Properties
Schedule 6.8 - Litigation
Schedule 6.15 - Affiliated Transactions
Schedule 6.16 - ERISA Matters
Schedule 6.19(a) - Broker-Dealer Securities Exchanges
Schedule 6.19(b) - Broker-Dealer Noncompliance
Schedule 6.19(c) - Broker-Dealer Defaults
Schedule 6.20(a) - Advisor Jurisdictions
Schedule 6.20(b) - Advisor Noncompliance
Schedule 6.20(c) - Advisor Defaults
Schedule 6.21 - Fund Agreements
Schedule 8.1 - Indebtedness
Schedule 8.1(h) - Bank of New York
Financing Schedule 8.2 - Liens
Schedule 8.3 - Investments

Exhibits and Schedules have been omitted from this Agreement. The
Registrant Agrees to furnish supplementally a copy of such Exhibits and
Schedules to the Commission upon request.
8

REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of November 29, 1996, by and
among JHFSC ACQUISITION CORP. (the "Borrower"), a Delaware corporation, and THE
FIRST NATIONAL BANK OF BOSTON, THE BANK OF NEW YORK and the other lending
institutions listed on SCHEDULE 1 attached hereto, THE FIRST NATIONAL BANK OF
BOSTON, as agent for itself and such other lending institutions and THE BANK OF
NEW YORK as co-agent for itself and such other lending institutions.

SS.1. DEFINITIONS AND RULES OF INTERPRETATION.

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

ACQUIRED COMPANY. Xxxx Xxxxxxx Freedom Securities Corporation, a
Massachusetts corporation.

ACQUISITION. The acquisition by the Borrower from the Seller of all of the
outstanding Equity Securities of the Acquired Company.

ACQUISITION DOCUMENTS. The Contribution Agreement and all other agreements
and documents required to be entered into or delivered pursuant to such
agreement or in connection with the Acquisition.

ACTIVE SUBSIDIARIES. The Advisory Subsidiaries, the Broker-Dealer
Subsidiaries and all other Subsidiaries of the Borrower that are not Inactive
Subsidiaries.

ADVISERS ACT. The Investment Advisers Act of 1940 (or any successor
statute) and the rules and regulations thereunder, all as from time to time in
effect.

ADVISORY AGREEMENTS. The binding written contractual agreements under which
the Borrower or any of its Subsidiaries provides investment advisory services.

ADVISORY SUBSIDIARIES. Those Subsidiaries of the Borrower that provide
investment advisory services.

AFFILIATE. Any Person that would be considered to be an affiliate of the
Borrower under Rule 144(a) of the Rules and Regulations of the Securities and
Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

AGENT'S HEAD OFFICE. The Agent's head office located at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the Agent may
designate from time to time.

AGENT. The First National Bank of Boston acting as agent for the Banks.

AGENT'S SPECIAL COUNSEL. Xxxxxxx, Xxxx & Xxxxx LLP or such other counsel as
may be approved by the Agent.

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APPLICABLE MARGIN. For each period commencing at the beginning of the month
immediately following the month in which a Compliance Certificate is to be
delivered with respect to a fiscal quarter of the Borrower through the month in
which the next quarterly Compliance Certificate is to be delivered pursuant to
ss.7.4(c) hereof (each a "Rate Adjustment Period"), the Applicable Margin shall
be the percentage set forth below opposite the Borrower's Leverage Ratio as
determined at the end of the fiscal quarter of the Borrower ending immediately
prior to the applicable Rate Adjustment Period:

Applicable Margin Applicable Margin
Leverage Ratio For Base Rate Loans For Eurodollar Rate Loans
-------------- ------------------- -------------------------

Less than 1.25 to 1.00 0.00% 0.75%

Greater than or equal to 1.25 to 0.00% 1.00%
1.00 but less than 1.75 to 1.00

Greater than or equal to 1.75 to 0.00% 1.25%
1.00 but less than 2.25 to 1.00

Greater than or equal to 2.25 to 0.00% 1.50%
1.00 but less than 2.75 to 1.00

Greater than or equal to 2.75 to 0.25% 1.75%
1.00 but less than 3.00 to 1.00

Greater than or equal to 3.00 to 0.50% 2.00%
1.00

Notwithstanding the foregoing, for the period commencing on the Closing
Date through the end of the month in which the first quarterly Compliance
Certificate is to be delivered pursuant to ss.7.4(c) hereof, the Applicable
Margin shall be determined based upon the Compliance Certificate delivered to
the Banks on the Closing Date for Revolving Credit Loans outstanding during such
period.

ASSET SALE. The sale by the Borrower or any Subsidiary of the Borrower of
assets in any fiscal year, whether in one transaction or a series of
transactions, that constitute 5% or more of the Consolidated Total Assets of the
Borrower and its Subsidiaries as of the first day of such fiscal year, other
than sales by any Broker-Dealer Subsidiary of Investments permitted under
ss.8.3(i) hereof.

ASSIGNMENT AND ACCEPTANCE. See ss.18.1 hereof.

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ASSIGNMENT OF ACQUISITION DOCUMENTS. The Collateral Assignment of
Acquisition Documents, dated as of the date hereof, between the Borrower and the
Agent and substantially in the form of EXHIBIT D attached hereto.

BALANCE SHEET DATE. The date of the Pro Forma Balance Sheet.

BANKS. FNBB and the other lending institutions listed on SCHEDULE 1
attached hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to ss.18 hereof.

BASE RATE. The higher of (a) the annual rate of interest announced from
time to time by FNBB at its head office in Boston, Massachusetts, as its "base
rate" and (b) one-half of one percent (1/2%) above the Federal Funds Effective
Rate. For the purposes of this definition, "Federal Funds Effective Rate" shall
mean, for any day, the rate per annum equal to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three funds brokers of recognized
standing selected by the Agent.

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

BORROWER. As defined in the preamble hereto.

BRIDGE FINANCING. Subordinated Indebtedness of the Borrower payable to
Persons who own Equity Securities of the Borrower or any Affiliates of such
Persons, and incurred by the Borrower on an interim basis pending the receipt by
the Borrower of proceeds from the sale of its Equity Securities.

BROKER-DEALER AGREEMENTS. See ss.6.19 hereof.

BROKER-DEALER SUBSIDIARIES. Those Subsidiaries of the Borrower that (a)
provide broker/dealer services, (b) act as a broker or a dealer or (c) are
required to comply with net capital requirements under the Exchange Act.

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

CAPITAL ASSETS. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); PROVIDED that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with generally accepted
accounting principles.

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CAPITAL EXPENDITURES. Amounts paid or indebtedness incurred by the Borrower
or any of its Subsidiaries in connection with the purchase or lease by the
Borrower or any of its Subsidiaries of Capital Assets that would be required to
be capitalized and shown on the balance sheet of such Person in accordance with
generally accepted accounting principles.

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

CASH DISTRIBUTION AMOUNT. See ss.8.4(a) hereof.

CERCLA. See ss.6.18 hereof.

CLOSING DATE. The first date on which the conditions set forth in ss.10
hereof have been satisfied.

CO-AGENT. The Bank of New York acting as co-agent for the Banks.

CODE. The Internal Revenue Code of 1986.

COLLATERAL. All of the property, rights and interests of the Borrower and
certain of its Subsidiaries that are subject to the security interests created
by the Security Documents.

COMMITMENT. The agreement of each Bank, subject to the terms and conditions
of this Credit Agreement, to make Revolving Credit Loans to the Borrower.

COMMITMENT AMOUNT. With respect to each Bank, the amount set forth on
SCHEDULE 1 attached hereto as the amount of such Bank's Commitment as the same
may be reduced from time to time in accordance with the terms hereof; or if such
Commitment is terminated pursuant to the provisions hereof, zero.

COMMITMENT FEE RATE. For each Rate Adjustment Period, the Commitment Fee
Rate shall be (a) 0.25% per annum if, as at the end of the fiscal quarter of the
Borrower ending immediately prior to such Rate Adjustment Period, the Leverage
Ratio is less than 1.75 to 1.00, (b) 0.375% per annum if, as at the end of the
fiscal quarter of the Borrower ending immediately prior to such Rate Adjustment
Period, the Leverage Ratio is greater than or equal to 1.75 to 1.00 but less
than 2.75 to 1.00, and (c) 0.50% per annum if, as at the end of the fiscal
quarter of the Borrower ending immediately prior to such Rate Adjustment Period,
the Leverage Ratio is greater than or equal to 2.75 to 1.00.

COMMITMENT PERCENTAGE. With respect to each Bank, the percentage set forth
on SCHEDULE 1 attached hereto as such Bank's percentage of the Total Commitment.

COMMITMENT REDUCTION DATE. See ss.2.2 hereof.

00
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XXXXXXXXXXX XXX. The Commodities Exchange Act (or any successor statute),
the rules and regulations thereunder, the rules and regulations of the
Commodities Futures Trading Commission (or any successor), all as from time to
time in effect.

COMPLIANCE CERTIFICATE. See ss.7.4(c) hereof.

CONSOLIDATED or CONSOLIDATED. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

CONSOLIDATED EBITDA. For any fiscal period, the sum of (a) the Consolidated
Net Income of the Borrower and its Subsidiaries for such period, after all
expenses and other proper charges but before payment or provision for any income
(including capital gains), franchise, occupancy, sales and use taxes or interest
expense of the Borrower for such period, PLUS (b) the aggregate amount of
depreciation, amortization and other non-cash charges made in calculating
Consolidated Net Income for such period, MINUS (c) for purposes of the
calculation of Consolidated EBITDA for the covenants set forth in ss.ss.9.2 and
9.4 hereof and for purposes of determining Excess Cash Flow, the aggregate
amount of principal payments made during such period (but not including payments
made prior to the Closing Date) in respect of Indebtedness consisting of fixed
asset financings permitted under ss.8.1(f) hereof including the principal
component of any Capitalized Lease and other Indebtedness of Subsidiaries
permitted under ss.8.1(h) hereof, PLUS (d) for the fiscal quarter in which the
Acquisition is consummated, the aggregate amount of the Borrower's one-time
Acquisition related charges, PROVIDED that the aggregate amount of such charges
does not exceed $10,000,000, all as determined in accordance with generally
accepted accounting principles.

CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with generally
accepted accounting principles.

CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over
Consolidated Total Liabilities, LESS, to the extent otherwise includable in the
computations of Consolidated Net Worth, any subscriptions receivable.

CONSOLIDATED OPERATING CASH FLOW. For any period, an amount equal to (a)
the Consolidated EBITDA for such period, MINUS (b) the sum of (i) cash payments
for all taxes paid by the Borrower and its Subsidiaries during such period, PLUS
(ii) Capital Expenditures made by the Borrower and its Subsidiaries during such
period in an amount not to exceed the Scheduled Capital Expenditures Amount
(including any Scheduled Capital Expenditure Amount permitted to be carried over
from a previous period in accordance with ss.9.8 hereof) to the extent such
Capital Expenditures remain unfinanced 90 days after they are made and are not
subsequently financed and to the extent such Capital Expenditures are not made
from proceeds received by the Borrower from issuance of its Equity Securities.

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CONSOLIDATED REVENUES. For any period, the total revenues of the Borrower
and its Subsidiaries determined in accordance with generally accepted accounting
principles.

CONSOLIDATED TOTAL ASSETS. All assets of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with generally accepted
accounting principles.

CONSOLIDATED TOTAL LIABILITIES. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and all Indebtedness of the Borrower and its
Subsidiaries.

CONTRIBUTION AGREEMENT. The Contribution Agreement for the formation of the
Borrower, dated as of October 4, 1996, by and among the Borrower, the Seller,
Xxx and SCP.

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

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

DEBT INCURRENCE. The incurrence by the Borrower of any Indebtedness in
respect of borrowed money (not including Indebtedness in respect of borrowed
money which the Borrower has guaranteed) other than Indebtedness of the Borrower
described in clauses (a), (f) and (k) of ss.8.1 hereof.

DEFAULT. See ss.12 hereof.

DELINQUENT BANK. See ss.14.5.3 hereof.

DISTRIBUTION. The declaration or payment of any dividend on or in respect
of any Equity Securities of any Person, other than dividends payable solely in
Equity Securities of such Person; the purchase, redemption, or other retirement
of any Equity Securities of any Person, directly or indirectly through a
Subsidiary of such Person or otherwise; the return of capital by any Person to
the holders of its Equity Securities as such; or any other distribution on or in
respect of any Equity Securities of any Person.

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

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

DRAWDOWN DATE. The date on which any Revolving Credit Loan is made or is to
be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with ss.2.6 hereof.

14
- 7 -

ELIGIBLE ASSIGNEE. Any of (a) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $100,000,000, calculated in accordance with generally
accepted accounting principles; (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having total assets in excess of $1,000,000,000, PROVIDED that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) if, but only if, an
Event of Default has occurred and is continuing, any other bank, insurance
company, commercial finance company or other financial institution approved by
the Agent, such approval not to be unreasonably withheld.

EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
ss.3(2) of ERISA maintained or contributed to by the Borrower, other than a
Guaranteed Pension Plan or a Multiemployer Plan.

EMPLOYEE GROUP. Collectively, as at any date of determination, the
employees of the Acquired Company and its Subsidiaries.

ENVIRONMENTAL LAWS. See ss.6.18(a) hereof.

EQUITY ISSUANCE. The issuance by the Borrower of its Equity Securities to
Persons (a) who do not own any Equity Securities of the Borrower on the Closing
Date or who are not affiliates of such Persons who own Equity Securities of the
Borrower on the Closing Date or (b) who are not members of the Employee Group.

EQUITY SECURITIES. With respect to any corporation, partnership, trust,
unincorporated association, joint venture, limited liability company, or other
legal or business entity, all equity securities of such entity, including any
(a) common or preferred stock, (b) limited or general partnership interests, (c)
options, warrants, or other legal rights to purchase or acquire any equity
security, or (d) securities convertible into any equity securities.

ERISA. The Employee Retirement Income Security Act of 1974.

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

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

EUROCURRENCY RESERVE RATE. For any day with respect to a Eurodollar Rate
Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors

15
- 8 -

of the Federal Reserve System (or any successor or similar regulations relating
to such reserve requirements) against "Eurocurrency Liabilities" (as that term
is used in Regulation D), if such liabilities were outstanding. The Eurocurrency
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in the Eurocurrency Reserve Rate.

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

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

EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate
Loan, the rate of interest equal to (a) the arithmetic average of the rates per
annum for the Reference Bank (rounded upwards to the nearest 1/16 of one
percent) of the rate at which the Reference Bank's Eurodollar Lending Office is
offered Dollar deposits two Eurodollar Business Days prior to the beginning of
such Interest Period in the interbank eurodollar market where the eurodollar and
foreign currency and exchange operations of such Eurodollar Lending Office are
customarily conducted at or about 10:00 a.m., Boston time, for delivery on the
first day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of the Eurodollar Rate Loan of the
Reference Bank to which such Interest Period applies, divided by (b) a number
equal to 1.00 minus the Eurocurrency Reserve Rate, if applicable.

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

EVENT OF DEFAULT. See ss.12 hereof.

EXCESS CASH FLOW. For any fiscal year an amount equal to (a) the
Consolidated EBITDA of the Borrower and its Subsidiaries for such fiscal year,
MINUS (b) the aggregate amount of cash taxes of the Borrower and its
Subsidiaries paid during such fiscal year, MINUS (c) the aggregate amount of
Capital Expenditures made by the Borrower and its Subsidiaries during such
fiscal year in an amount not to exceed the Scheduled Capital Expenditures Amount
(including any Scheduled Capital Expenditures Amount permitted to be carried
over from a previous period in accordance with ss.9.8 hereof), MINUS (d) the
aggregate amount of all mandatory payments made on or in respect of Funded Debt
of the Borrower and its Subsidiaries during such fiscal year, without
duplication and to the extent not already subtracted in the calculation of
Consolidated EBITDA, MINUS (e) $2,500,000. Notwithstanding the foregoing, no
voluntary or mandatory payments made with respect to Indebtedness of the
Broker-Dealer Subsidiaries permitted under ss.8.1(h) hereof shall be subtracted
under clause (d), and only Capital Expenditures made during such fiscal year and
not financed within ninety days after the end of such fiscal year shall be
subtracted under clause (c), for purposes of calculating Excess Cash Flow.

00
- 0 -

XXXXXXXX XXX. The Securities Exchange Act of 1934 (or any successor
statute) and the rules and regulations thereunder, all as from time to time in
effect.

FEE LETTER. The letter agreement, dated as of the date hereof, between the
Borrower and the Agent.

FINANCIAL OBLIGATIONS. With respect to any fiscal period, an amount equal
to the sum of all principal payments on Funded Debt of the Borrower that become
due and payable or that are to become due and payable during such fiscal period
and all principal payments on all other Indebtedness of the Borrower that become
due and payable by the Borrower or that are to become due and payable by the
Borrower during such fiscal period pursuant to any agreement or instrument to
which the Borrower is a party relating to the borrowing of money or the
obtaining of credit or in respect of Capitalized Leases.

FNBB. The First National Bank of Boston in its individual capacity.

FOCUS REPORT. The Financial and Operational Combined Uniform Single Report,
in the form of EXHIBIT E attached hereto, used by a Broker-Dealer Subsidiary to
evidence compliance with applicable net capital requirements under the Exchange
Act, as such report and the defined terms used therein are in effect on the date
hereof.

FREEDOM CAPITAL. Freedom Capital Management Corporation, a Massachusetts
corporation and a wholly-owned Subsidiary of the Borrower.

FUND. With respect to any Trust that has more than one portfolio, the
individual portfolio for which the Borrower or any of its Subsidiaries provides
investment advisory services pursuant to an Advisory Contract.

FUND AGREEMENTS. As defined in ss.6.21 hereof.

FUNDED DEBT. With respect to any Person, at any time, all Indebtedness of
such Person at such time, whether recourse is to all or a portion of the assets
of such Person, and whether or not contingent, (a) in respect of money borrowed
or the deferred purchase price of property and services (excluding trade
accounts payable), (b) in respect of letters of credit, bankers' acceptances, or
similar facilities, (c) in respect of any Capitalized Leases, (d) evidenced by
any loan or credit agreement, reimbursement agreement, promissory note,
debenture, bond, or other similar contract, and (e) any Indebtedness of any
other entity of a type described in (a), (b), (c), or (d) that such Person has
guaranteed or for which such Person is otherwise responsible or liable, directly
or indirectly, PROVIDED, however that (i) with respect to Subsidiaries of the
Borrower, Funded Debt shall not include Indebtedness in respect of securities
repurchase agreements, and (ii) with respect to the Borrower, Funded Debt shall
not include Indebtedness of any Subsidiary of the Borrower of a type described
in (a), (b), (c) or (d) that the Borrower has guaranteed.

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. (a) When used in ss.9 hereof,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the
17
- 10 -

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

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

GUARANTOR. Any Subsidiary of the Borrower that is a party to the Guaranty
or that delivers an Instrument of Adherence to the Guaranty pursuant to ss.7.14
hereof.

GUARANTY. The Guaranty, dated as of the date hereof, made by certain of the
Subsidiaries of the Borrower in favor of the Banks and the Agent pursuant to
which such Subsidiary guaranties to the Banks and the Agent the payment and
performance of the Obligations, substantially in the form of EXHIBIT F attached
hereto.

HAZARDOUS SUBSTANCES. See ss.6.18(b) hereof.

INACTIVE SUBSIDIARIES. Those Subsidiaries of the Borrower that carry on
insignificant business activities and whose revenue for the most recently
completed fiscal year of the Acquired Company, on a combined basis, constitute
no more than 3% of the Consolidated Revenue of the Borrower and its Subsidiaries
for such fiscal year.

INDEBTEDNESS. All obligations, contingent and otherwise, that in accordance
with generally accepted accounting principles should be classified upon the
obligor's balance sheet as liabilities, or to which reference should be made by
footnotes thereto, including in any event and whether or not so classified: (a)
all debt and similar monetary obligations, including, without limitation, all
Funded Debt, whether direct or indirect; (b) all liabilities secured by any
mortgage, pledge, security interest, lien, charge, or other encumbrance existing
on property owned or acquired subject thereto, whether or not the liability
secured thereby shall have been assumed; and (c) all guarantees, endorsements
and other contingent obligations whether direct or indirect in respect of
indebtedness of others, including any obligation to supply funds to or in any
manner to invest in, directly or indirectly, the debtor, to purchase
indebtedness, or to assure the owner of indebtedness against loss, through an
agreement to purchase goods, supplies, or services for the purpose of enabling
the debtor to make payment of the indebtedness held by such owner or otherwise,
and the obligations to reimburse the issuer in respect of any letters of credit.

18
- 11 -

INSTRUMENT OF ADHERENCE. An Instrument of Adherence to the Guaranty
substantially in the form of EXHIBIT A to the Guaranty.

INTEREST PAYMENT DATE. (a) As to any Base Rate Loan, the last day of the
calendar quarter which includes the Drawdown Date thereof; and (b) as to any
Eurodollar Rate Loan in respect of which the Interest Period is (i) 3 months or
less, the last day of such Interest Period and (ii) more than 3 months, the date
that is 3 months from the first day of such Interest Period and, in addition,
the last day of such Interest Period.

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

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

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

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

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

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

INTEREST RATE PROTECTION ARRANGEMENTS. See ss.7.13 hereof.

- 12 -

INVESTMENT COMPANY ACT. The Investment Company Act of 1940 (or any
successor statute) and the rules and regulations thereunder, all as from time to
time in effect.

INVESTMENTS. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

XXX. Collectively, Xxxxxx X. Xxx Equity Fund III, L.P., a Delaware limited
partnership, Xxxxxx X. Xxx Foreign Fund III, L.P., a Delaware limited
partnership, THL-CCI Limited Partnership and their respective Affiliates.

LEVERAGE RATIO. As at the last day of any fiscal quarter, the ratio of (a)
Funded Debt of the Borrower outstanding on such date to (b) Consolidated EBITDA
for the four consecutive fiscal quarters of the Borrower ended on such date.

LOAN DOCUMENTS. This Credit Agreement, the Notes, the Fee Letter, the
Security Documents and all other documents designated by the parties thereto as
a Loan Document for purposes hereof.

LOAN REQUEST. See ss.2.6 hereof.

MAJORITY BANKS. As of any date, the Banks holding at least 51% of the
outstanding principal amount of the Notes on such date; and if no such principal
is outstanding, the Banks whose aggregate Commitments constitutes at least 51%
of the Total Commitment.

MATERIAL ADVERSE EFFECT. Any (i) material adverse effect on the business,
properties, condition (financial or otherwise) and operations of the Borrower
and its Subsidiaries on a consolidated basis; or (ii) material adverse effect on
the legality, validity, binding effect or enforceability of this Credit
Agreement or any of the other Loan Documents.

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

- 13 -

NASD. The National Association of Securities Dealers, Inc. (or any
successor self-regulatory organization).

NET PROCEEDS. The aggregate amount received by the Borrower or any
Subsidiary of the Borrower from (a) any Asset Sale, net of out-of-pocket
expenses incurred by the Borrower or such Subsidiary in connection with such
sale including the taxes incurred by the Borrower or such Subsidiary as a result
of such Asset Sale and the payment of Indebtedness secured by the assets sold,
(b) any Equity Issuance, net of out-of-pocket expenses incurred in connection
with such Equity Issuance, or (c) any Debt Incurrence by the Borrower, net of
out-of-pocket expenses incurred by the Borrower in connection with such
transaction.

NOTES. See ss.2.3 hereof.

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

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

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

PERMITTED LIENS. Liens, security interests and other encumbrances permitted
by ss.8.2 hereof.

PERSON. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

PRO FORMA BALANCE SHEET. See ss.6.5 hereof.

RATE ADJUSTMENT PERIOD. See the definition of Applicable Margin.

RCRA. See ss.6.18 hereof.

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

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

21
-14-

REDUCTION AMOUNT. See ss.2.2 hereof.

REFERENCE BANK. FNBB.

REVOLVING CREDIT LOAN MATURITY DATE. December 31, 2001 or such earlier date
on which the Total Commitment is terminated pursuant to the provisions hereof.

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

XXXX. See ss.6.18 hereof.

SCHEDULED CAPITAL EXPENDITURES AMOUNT. See ss.9.8 hereof.

SCP. SCP Private Equity Partners, L.P., a Delaware limited partnership.

SECURITIES ACT. The Securities Act of 1933 (or any successor statute) and
the rules and regulations thereunder, all as from time to time in effect.

SECURITY AGREEMENT. The Security Agreement, dated as of the date hereof,
between the Borrower and the Agent and substantially in the form of EXHIBIT G
attached hereto.

SECURITY DOCUMENTS. The Guaranty, the Security Agreement, all Instruments
of Adherence to the Guaranty delivered after the Closing Date pursuant to
ss.7.14 hereof, the Stock Pledge Agreements and the Assignment of Acquisition
Documents.

SELLER. Xxxx Xxxxxxx Subsidiaries, Inc., a Delaware corporation.

STOCK PLEDGE AGREEMENTS. Collectively, the Stock Pledge Agreements
delivered by the Borrower and certain Subsidiaries of the Borrower to the Agent
and, in each case, substantially in the form of EXHIBIT H attached hereto.

STOCKHOLDERS AGREEMENT. That certain Stockholders Agreement, dated as of
the date hereof, by and among the Borrower, Xxx, SCP, the Employee Group and the
Seller, as the provisions thereof may be amended and in effect from time to
time.

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

SUBSIDIARY LEVERAGE RATIO. As at the last day of any fiscal quarter and
with respect to any Broker-Dealer Subsidiary, the ratio of (a) the total assets
(as defined in the Focus Report) of such Broker-Dealer Subsidiary MINUS the
aggregate amount of reverse repurchase agreements outstanding to such
Broker-Dealer Subsidiary to (b) the sum of the (i) equity (as such term is
defined in the Focus Report) PLUS (ii) subordinated debt (as such term is
defined in the Focus Report) of such Broker-Dealer

22
-15-

Subsidiary including, without duplication, the subordinated debt of such
Broker-Dealer Subsidiary due within twelve months of the date of determination.

SUTRO. Sutro and Co. Incorporated, a Nevada corporation and a wholly-owned
Subsidiary of the Acquired Company.

TANGIBLE NET CAPITAL. With respect to any Broker-Dealer Subsidiary, the sum
of the net capital of such Broker-Dealer Subsidiary (as defined in the Focus
Report and, including, for purposes calculation of Tangible Net Capital, without
duplication, the subordinated debt of such Broker-Dealer Subsidiary due within
twelve months of the date of determination) PLUS an amount equal to 50% of the
aggregate amount of the haircuts (as defined in the Focus Report) required by
regulators on the securities position of such Broker-Dealer Subsidiary in
determining compliance with net capital requirements under the Exchange Act.

TOTAL COMMITMENT. The sum of the Commitment Amounts of the Banks, as in
effect from time to time.

TOTAL DEBT SERVICE. With respect to any fiscal period, an amount equal to
the sum of (a) the Financial Obligations for such period PLUS (b) the Total
Interest Expense for such period.

TOTAL INTEREST EXPENSE. For any fiscal period, the aggregate amount of
interest required to be paid or accrued by the Borrower during such period on
all Indebtedness of the Borrower outstanding during all or any part of such
fiscal period, whether such interest was or is required to be reflected as an
item of expense or capitalized, including payments consisting of interest in
respect of Capitalized Leases.

TRUST. Each registered investment company under the Investment Company Act
for which any of the Advisory Subsidiaries provides investment advisory services
pursuant to an Advisory Contract.

XXXXXX XXXXXXX. Xxxxxx Xxxxxxx Incorporated, a Massachusetts corporation
and a wholly-owned Subsidiary of the Acquired Company.

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

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

SS.1.2. RULES OF INTERPRETATION.

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

23
-16-

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

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

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

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

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

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

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

SS.2. THE REVOLVING CREDIT FACILITY.

SS.2.1 COMMITMENT TO LEND. Subject to the terms and conditions set forth in
this Credit Agreement, each of the Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time from
the Closing Date up to but not including the Revolving Credit Loan Maturity Date
upon notice by the Borrower to the Agent given in accordance with ss.2.7 hereof,
such sums as are requested by the Borrower up to a maximum aggregate principal
amount outstanding (after giving effect to all amounts requested) at any one
time equal to such Bank's Commitment Amount, PROVIDED that the sum of the
outstanding amount of the Revolving Credit Loans (after giving effect to all
amounts requested) shall not at any time exceed the Total Commitment. The
Revolving Credit Loans shall be made PRO RATA in accordance with each Bank's
Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions set
forth in ss.ss.10 and 11 hereof, in the case of the initial Revolving Credit
Loans to be made on the Closing Date, and ss.11 hereof, in the case of all other
Revolving Credit Loans, have been satisfied on the date of such request.

SS.2.2. MANDATORY REDUCTIONS IN THE TOTAL COMMITMENT. (a) Unless the
Commitments are terminated earlier pursuant to the provisions of ss.2.3 hereof,
on each of the dates set forth in the table below (each such date being referred
to as a

24
-17-

"Commitment Reduction Date"), the Total Commitment shall be automatically
reduced by the amount set forth opposite such date in the column headed
"Reduction Amount" set forth below (each a "Reduction Amount"), as such
Reduction Amount may be adjusted from time to time pursuant to ss.2.3 hereof and
clauses (b) and (c) of this ss.2.2:

Commitment Reduction Date Reduction Amount
------------------------- ----------------

September 30, 1997 $2,500,000
December 31, 1997 $2,500,000

March 31, 1998 $2,500,000
June 30, 1998 $2,500,000
September 30, 1998 $2,500,000
December 31, 1998 $2,500,000

March 31, 1999 $3,125,000
June 30, 1999 $3,125,000
September 30, 1999 $3,125,000
December 31, 1999 $3,125,000

March 31, 2000 $6,250,000
June 30, 2000 $6,250,000
September 30, 2000 $6,250,000
December 31, 2000 $6,250,000

March 31, 2001 $8,125,000
June 30, 2001 $8,125,000
September 30, 2001 $8,125,000

December 31, 2001 Remaining Amount
of the Facility

On each Commitment Reduction Date there shall become absolutely and
unconditionally due and payable, and the Borrower hereby absolutely and
unconditionally promises to pay to the Banks, the amount by which the aggregate
principal amount of all Revolving Credit Loans outstanding exceeds the then
reduced Total Commitment. On the Revolving Credit Loan Maturity Date, unless
terminated earlier pursuant to the provisions hereof, the Total Commitment shall
be reduced to $0 and all Revolving Credit Loans, plus all accrued and unpaid
interest thereon shall be due and payable in full.

(b) If, as at the last day of each fiscal year of the Borrower commencing
with the fiscal year of the Borrower ending on December 31, 1997, the Leverage
Ratio is (a) greater than 2.00 to 1.00, then the Total Commitment will be
automatically reduced on the next June 30 by an amount equal to 50% of the
Excess Cash Flow calculated for the fiscal year of the Borrower then ended, or
(b) greater than 1.50 to 1.00 but less than or equal to 2.00 to 1.00, then the
Total Commitment will be automatically reduced on the

25
-18-

next June 30 by an amount equal to 25% of the Excess Cash Flow calculated for
the fiscal year of the Borrower then ended.

(c) If, at any time after the Closing Date, the Borrower or any Subsidiary
of the Borrower receives Net Proceeds from an Asset Sale, the Total Commitment
will be automatically reduced 180 days after the receipt of such Net Proceeds by
the Borrower or such Subsidiary by an amount equal to 100% of such Net Proceeds
which are not used by the Borrower or such Subsidiary prior to such date to
replace the assets sold.

(d) If, at any time after the Closing Date, the Borrower receives Net
Proceeds from a Debt Incurrence (other than in respect of a Bridge Financing),
the Total Commitment will be automatically reduced 90 days after the receipt of
such Net Proceeds by the Borrower by an amount equal to 100% of such Net
Proceeds.

(e) If, at any time after the Closing Date, the Borrower receives Net
Proceeds from a Debt Incurrence which is a Bridge Financing, the Total
Commitment will be automatically reduced 120 days after the receipt of such Net
Proceeds by the Borrower by an amount equal to 100% of such Net Proceeds MINUS
the amount, if any, used by the Borrower to repay such Bridge Financing in
accordance with ss.8.1(l) hereof.

(f) If, at any time after the Closing Date, the Borrower or any Subsidiary
of the Borrower receives Net Proceeds from an Equity Issuance, the Total
Commitment will be automatically reduced 90 days after the receipt of such Net
Proceeds by the Borrower or such Subsidiary by an amount equal to 50% of such
Net Proceeds.

(g) On the date of each mandatory reduction in the Total Commitment under
clauses (b), (c), (d), (e) and (f) of this ss.2.2, the Reduction Amount for each
Commitment Reduction Date occurring after such date shall be adjusted by
applying the amount of such mandatory reduction against the subsequent Reduction
Amounts in the inverse order of maturity.

SS.2.3. OPTIONAL REDUCTIONS IN THE TOTAL COMMITMENT. The Borrower shall
have the right at any time and from time to time upon five (5) Business Days
prior written notice to the Agent to reduce the Total Commitment by $2,500,000
or a larger integral multiple of $500,000 or terminate entirely the Commitments,
whereupon the Commitment Amount of each Bank shall be reduced PRO RATA in
accordance with its respective Commitment Percentage of the amount specified in
such notice or, as the case may be, terminated. Promptly after receiving any
notice of the Borrower delivered pursuant to this ss.2.3, the Agent will notify
the Banks of the substance thereof. On the date of each voluntary reduction in
the Total Commitment under this ss.2.3, the Reduction Amount for each Commitment
Reduction Date occurring after such date shall be adjusted by applying the
amount of such voluntary reduction against the subsequent Reduction Amounts in
the inverse order of maturity. Upon the effective date of any such reduction or
termination, the Borrower shall pay to the Agent for the respective accounts of
the Banks the full amount of any commitment fee then accrued on the amount of
the reduction. No reduction of the Total Commitment or termination of the
Commitments may be reinstated.

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

SS.2.5. INTEREST ON REVOLVING CREDIT LOANS. (a) Except as otherwise
provided in ss.4.12 hereof,

(i) each Base Rate Loan shall bear interest for the period commencing
with the Drawdown Date thereof and ending on the last day of the Interest
Period with respect thereto at the rate per annum equal to the Base Rate
PLUS the Applicable Margin for Base Rate Loans; and

(ii) each Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the
Eurodollar Rate determined for such Interest Period PLUS the Applicable
Margin for Eurodollar Rate Loans.

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

SS.2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to the
Agent written notice in the form of EXHIBIT B hereto (or telephonic notice
confirmed in a writing in the form of EXHIBIT B attached hereto) of each
Revolving Credit Loan requested hereunder (a "Loan Request") (a) no later than
11:00 a.m. (Boston time) on the proposed Drawdown Date of any Base Rate Loan and
(b) no less than three (3) Eurodollar Business Days prior to the proposed
Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (i)
the principal amount of the Revolving Credit Loan requested, (ii) the proposed
Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such
Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly
upon receipt of any such notice, the Agent shall notify each of the Banks
thereof. Each such notice shall be irrevocable and binding on the Borrower and
shall obligate the Borrower to accept the Revolving Credit Loan requested from
the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum
aggregate amount of $500,000 or an integral multiple thereof.

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SS.2.7. CONVERSION OPTIONS.

SS.2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN. The
Borrower may elect from time to time to convert any outstanding Revolving
Credit Loan to a Revolving Credit Loan of another Type, PROVIDED that (a)
with respect to any such conversion of a Revolving Credit Loan to a Base
Rate Loan, the Borrower shall give the Agent at least three (3) Business
Days prior written notice of such election; (b) with respect to any such
conversion of a Eurodollar Rate Loan into a Base Rate Loan, such conversion
shall only be made on the last day of the Interest Period with respect
thereto; (c) with respect to any such conversion of a Base Rate Loan to a
Eurodollar Rate Loan, the Borrower shall give the Agent at least four (4)
Eurodollar Business Days prior written notice of such election and (d) no
Revolving Credit Loan may be converted into a Eurodollar Rate Loan when any
Event of Default has occurred and is continuing. On the date on which such
conversion is being made each Bank shall take such action as is necessary
to transfer its Commitment Percentage of such Revolving Credit Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as the case may
be. All or any part of outstanding Revolving Credit Loans of any Type may
be converted as provided herein, PROVIDED that partial conversions shall be
in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
Each Conversion Request relating to the conversion of a Revolving Credit
Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

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

SS.2.7.2. EURODOLLAR RATE LOANS. Any conversion to or from Eurodollar
Rate Loans shall be in such amounts and be made pursuant to such elections
so that, after giving effect thereto, the aggregate principal amount of all
Eurodollar Rate Loans having the same Interest Period shall not be less
than $1,000,000 or a whole multiple of $1,000,000 in excess thereof.

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SS.2.8. FUNDS FOR REVOLVING CREDIT LOANS.

SS.2.8.1 FUNDING PROCEDURES.

Not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date
of any Revolving Credit Loan, each of the Banks will make available to the
Agent, at its Head Office, in immediately available funds, the amount of such
Bank's Commitment Percentage of the amount of the requested Revolving Credit
Loan. Upon receipt from each Bank of such amount, and upon receipt of the
documents required by ss.ss.10 and 11 hereof and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Agent will make
available to the Borrower the aggregate amount of such Revolving Credit Loan
made available to the Agent by the Banks. The failure or refusal of any Bank to
make available to the Agent at the aforesaid time and place on any Drawdown Date
the amount of its Commitment Percentage of the requested Revolving Credit Loan
shall not relieve any other Bank from its several obligation hereunder to make
available to the Agent the amount of such other Bank's Commitment Percentage of
any requested Revolving Credit Loan.

SS.2.8.2 ADVANCES BY AGENT.

The Agent may, unless notified to the contrary by any Bank prior to a
Drawdown Date, assume that such Bank has made available to the Agent on such
Drawdown Date the amount of such Bank's Commitment Percentage of the Revolving
Credit Loan to be made on such Drawdown Date, and the Agent may (but it shall
not be required to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If any Bank makes available to the Agent such
amount on a date after such Drawdown Date, such Bank shall pay to the Agent on
demand an amount equal to the product of (a) the average computed for the period
referred to in clause (c) below, of the weighted average interest rate paid by
the Agent for federal funds acquired by the Agent during each day included in
such period, TIMES (b) the amount of such Bank's Commitment Percentage of such
Revolving Credit Loan, TIMES (c) a fraction, the numerator of which is the
number of days that elapse from and including such Drawdown Date to the date on
which the amount of such Bank's Commitment Percentage of such Revolving Credit
Loan shall become immediately available to the Agent, and the denominator of
which is 365. A statement of the Agent submitted to such Bank with respect to
any amounts owing under this paragraph shall be PRIMA FACIE evidence of the
amount due and owing to the Agent by such Bank. If the amount of such Bank's
Commitment Percentage of such Revolving Credit Loan is not made available to the
Agent by such Bank within three (3) Business Days following such Drawdown Date,
the Agent shall be entitled to recover such amount from the Borrower on demand,
with interest thereon at the rate per annum applicable to the Revolving Credit
Loan made on such Drawdown Date.

SS.3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

SS.3.1 MATURITY.

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

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SS.3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time the
outstanding amount of the Revolving Credit Loans exceeds the Total Commitment,
then the Borrower shall immediately pay the amount of such excess to the Agent
for application to the Revolving Credit Loans.

SS.3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower shall
have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, PROVIDED that the full or partial prepayment of the outstanding amount
of any Eurodollar Rate Loans pursuant to this ss.3.3 may be made only on the
last day of the Interest Period relating thereto unless the Borrower shall
indemnify the Banks as provided in ss.4.11(c) hereof. The Borrower shall give
the Agent, no later than 10:00 a.m., Boston time, at least three (3) Business
Days prior written notice, of any proposed repayment pursuant to this ss.3.3 of
Base Rate Loans, and four (4) Eurodollar Business Days notice of any proposed
repayment pursuant to this ss.3.3 of Eurodollar Rate Loans, in each case,
specifying the proposed date of payment of Revolving Credit Loans and the
principal amount to be paid. Each such partial prepayment of the Revolving
Credit Loans shall be in an integral multiple of $1,000,000, shall be
accompanied by the payment of accrued interest on the principal repaid to the
date of payment and shall be applied first to the principal of Base Rate Loans
and then to the principal of Eurodollar Rate Loans. Each partial prepayment
shall be allocated among the Banks, in proportion, as nearly as practicable, to
the respective unpaid principal amount of each Bank's Revolving Credit Note,
with adjustments to the extent practicable to equalize any prior repayments not
exactly in proportion.

SS.4. CERTAIN GENERAL PROVISIONS.

SS.4.1 CLOSING FEE; ARRANGEMENT FEE. (a) The Borrower agrees to pay to the
Agent for the account of each Bank on the Closing Date a closing fee in an
amount equal to 0.25% of such Bank's Commitment Amount.

(b) The Borrower agrees to pay to the Agent, for its own account, an
arrangement fee as set forth in the Fee Letter.

SS.4.2. AGENT'S FEE. The Borrower shall pay to the Agent annually in
advance, for the Agent's own account, on the first anniversary of the Closing
Date and on each anniversary of the Closing Date thereafter prior to the
termination of the Commitments hereunder, a non-refundable Agent's fee in the
amount of $25,000.

SS.4.3. COMMITMENT FEE. The Borrower agrees to pay to the Agent for the
accounts of the Banks in accordance with their respective Commitment Percentages
a commitment fee calculated at the rate of per annum equal to the Commitment Fee
Rate on the average daily amount during each calendar quarter or portion thereof
from the date hereof to the Revolving Credit Loan Maturity Date by which the
Total Commitment exceeds the outstanding amount of Revolving Credit Loans during
such calendar quarter. The commitment fee shall be payable quarterly in arrears
on the first day of each calendar quarter for the immediately preceding calendar
quarter commencing on the first such date following the date hereof, with a
final payment on

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the Revolving Credit Loan Maturity Date or any earlier date on which the
Commitments shall terminate.

SS.4.4. FUNDS FOR PAYMENTS.

SS.4.4.1. PAYMENTS TO AGENT. All payments of principal, interest,
commitment fees and any other amounts due hereunder or under any of the
other Loan Documents shall be made to the Agent, for the respective
accounts of the Banks and the Agent, at the Agent's Head Office or at such
other location in the Boston, Massachusetts, area that the Agent may from
time to time designate, in each case in immediately available funds.

SS.4.4.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
under any of the other Loan Documents shall be made without setoff or
counterclaim and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof
or taxing or other authority therein unless the Borrower is compelled by
law to make such deduction or withholding. If any such obligation is
imposed upon the Borrower with respect to any amount payable by it
hereunder or under any of the other Loan Documents, the Borrower will pay
to the Agent, for the account of the Banks or (as the case may be) the
Agent, on the date on which such amount is due and payable hereunder or
under such other Loan Document, such additional amount in Dollars as shall
be necessary to enable the Banks or the Agent to receive the same net
amount which the Banks or the Agent would have received on such due date
had no such obligation been imposed upon the Borrower. The Borrower will
deliver promptly to the Agent certificates or other valid vouchers for all
taxes or other charges deducted from or paid with respect to payments made
by the Borrower hereunder or under such other Loan Document.

SS.4.5. COMPUTATIONS. All computations of interest on the Revolving
Credit Loans and of commitment or other fees shall be based on a 360-day
year and paid for the actual number of days elapsed. Except as otherwise
provided in the definition of the term "Interest Period" with respect to
Eurodollar Rate Loans, whenever a payment hereunder or under any of the
other Loan Documents becomes due on a day that is not a Business Day, the
due date for such payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension and be payable on such
extended due date. The outstanding amount of the Revolving Credit Loans as
reflected on the Records from time to time shall be considered correct and
binding on the Borrower unless within five (5) Business Days after receipt
of any notice by the Agent or any of the Banks of such outstanding amount,
the Agent or such Bank shall notify the Borrower to the contrary.

SS.4.6. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to
the commencement of any Interest Period relating to any Eurodollar Rate
Loan, the Agent shall determine that adequate and reasonable methods do not
exist for ascertaining the Eurodollar Rate that would otherwise determine
the rate of interest to be applicable to any Eurodollar Rate Loan during
any Interest Period, the Agent shall

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forthwith give notice at least one (1) Business Day prior to the requested
Drawdown Date of such Eurodollar Rate Loan of such determination (which shall be
conclusive and binding on the Borrower and the Banks) to the Borrower and the
Banks. In such event (a) any Loan Request or Conversion Request with respect to
Eurodollar Rate Loans shall be automatically withdrawn and shall be deemed a
request for Base Rate Loans, (b) each Eurodollar Rate Loan will automatically,
on the last day of the then current Interest Period thereof, become a Base Rate
Loan, and (c) the obligations of the Banks to make Eurodollar Rate Loans shall
be suspended until the Agent determines that the circumstances giving rise to
such suspension no longer exist, whereupon the Agent shall so notify the
Borrower and the Banks.

SS.4.7. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Borrower and the other Banks and thereupon (a) the
commitment of such Bank to make Eurodollar Rate Loans or convert Base Rate Loans
to Eurodollar Rate Loans shall forthwith be suspended and (b) such Bank's
Revolving Credit Loans then outstanding as Eurodollar Rate Loans, if any, shall
be converted automatically to Base Rate Loans on the last day of each Interest
Period applicable to such Eurodollar Rate Loans or within such earlier period as
may be required by law. The Borrower hereby agrees promptly to pay the Agent for
the account of such Bank, upon demand by such Bank, any additional amounts
necessary to compensate such Bank for any costs incurred by such Bank in making
any conversion in accordance with this ss.4.7, including any interest or fees
payable by such Bank to lenders of funds obtained by it in order to make or
maintain its Eurodollar Rate Loans hereunder.

SS.4.8. ADDITIONAL COSTS, ETC. If any change in any present applicable law
or any future applicable law, which expression, as used herein, includes
statutes, rules and regulations thereunder and interpretations thereof by any
competent court or by any governmental or other regulatory body or official
charged with the administration or the interpretation thereof and requests,
directives, instructions and notices at any time or from time to time hereafter
made upon or otherwise issued to any Bank or the Agent by any central bank or
other fiscal, monetary or other authority (whether or not having the force of
law), shall:

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

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

(c) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Credit Agreement) any special

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deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held
by, or deposits in or for the account of, or loans by, or commitments of an
office of any Bank, or

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

(i) to increase the cost to any Bank by an amount which such Bank
deems to be material of making, funding, issuing, renewing, extending
or maintaining any of the Revolving Credit Loans or such Bank's
Commitment, or

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

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

then, and in each such case, the Borrower will, upon receipt of the certificate
referred to in ss.4.10 hereof, pay to such Bank or the Agent such additional
amounts as will be sufficient to compensate such Bank or the Agent for such
additional cost, reduction, payment or foregone interest or other sum.

SS.4.9. CAPITAL ADEQUACY. If after the date hereof any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) adopted or made subsequent to the date hereof of any
such entity regarding capital adequacy, has the effect of reducing the return on
such Bank's or the Agent's commitment with respect to any Revolving Credit Loans
to a level below that which such Bank or the Agent could have achieved but for
such adoption, change or compliance (taking into consideration such Bank's or
the Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Bank or
(as the case may be) the Agent to be material, then such Bank or the Agent may
notify the Borrower of such fact. To the extent that the amount of such
reduction in the return on capital is not reflected in the Base Rate, the
Borrower and such Bank shall thereafter attempt to negotiate in good faith,
within

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thirty (30) days of the day on which the Borrower receives such notice, an
adjustment payable hereunder that will reflect the economics of the Revolving
Credit Loans made or to be made by such Bank hereunder prior to such reduction
in the return on capital. If the Borrower and such Bank are unable to agree to
such adjustment within thirty (30) days of the date on which the Borrower
receives such notice, then commencing on the date of such notice (but not
earlier than the effective date of any such increased capital requirement), the
fees payable hereunder shall increase by an amount that will, in such Bank's
reasonable determination, reflect the economics of the Revolving Credit Loans
made or to be made by such Bank hereunder prior to such reduction in the return
on capital. Each Bank shall allocate such cost increases among its customers in
good faith and on an equitable basis.

SS.4.10. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to ss.ss.4.8 or 4.9 hereof and an explanation in reasonable
detail of the basis for calculating the additional amounts which are due, shall
be promptly submitted by any Bank or the Agent to the Borrower, and such
certificate shall be conclusive, absent manifest error, that such amounts are
due and owing.

SS.4.11. INDEMNITY. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense (including loss of
anticipated profits) that such Bank may sustain or incur as a consequence of (a)
default by the Borrower in payment of the principal amount of or any interest on
any Eurodollar Rate Loans as and when due and payable, including any such loss
or expense arising from interest or fees payable by such Bank to lenders of
funds obtained by it in order to maintain its Eurodollar Rate Loans, (b) default
by the Borrower in making a borrowing after the Borrower has given (or is deemed
to have given) a Loan Request or a Conversion Request relating thereto in
accordance with ss.ss.2.6 or 2.7 hereof or (c) the making of any payment of a
Eurodollar Rate Loan or the making of any conversion of any such Eurodollar Rate
Loan to a Base Rate Loan on a day that is not the last day of the applicable
Interest Period with respect thereto, including interest or fees payable by such
Bank to lenders of funds obtained by it in order to maintain any such Eurodollar
Rate Loans.

SS.4.12. INTEREST AFTER DEFAULT.

SS.4.12.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
permitted by applicable law) interest on the Revolving Credit Loans and all
other overdue amounts payable hereunder or under any of the other Loan
Documents shall bear interest compounded monthly and payable on demand at a
rate per annum equal to 2% above the rate of interest otherwise applicable
to Base Rate Loans until such amount shall be paid in full (after as well
as before judgment).

SS.4.12.2. AMOUNTS NOT OVERDUE. During the continuance of any Event of
Default and so long as the Banks have not accelerated the entire
outstanding principal amount of the Revolving Credit Loans, the principal
of the Revolving Credit Loans not overdue shall, until such Event of
Default has been cured or waived by the Majority Banks pursuant to ss.25
hereof, bear interest at a rate per

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annum equal to 1.5% above the rate of interest otherwise applicable to such
Revolving Credit Loans pursuant to ss.2.5 hereof.

SS.5. SECURITY AND GUARANTIES.

SS.5.1. SECURITY. The Obligations shall at all times be secured by a
perfected first priority security interest in and lien on (subject only to
Permitted Liens entitled to priority under applicable law) all of the assets of
the Borrower, including, without limitation, all of the Equity Securities of all
of the Borrower's Subsidiaries, whether now owned or hereafter acquired,
pursuant to the terms of the Security Documents.

SS.5.2 GUARANTIES OF SUBSIDIARIES. The Obligations shall also be guaranteed
pursuant to the terms of the Guaranty, as amended by the Instruments of
Adherence delivered pursuant to ss.7.14 hereof after the Closing Date.

SS.5.3 FREEDOM CAPITAL. The Borrower shall cause Freedom Capital to (a) on
or before December 31, 1997 (unless clause (b) has been satisfied on or before
such date), mail proxy statements to the shareholders of each Fund and Trust to
which Freedom Capital provides investment advisory services which shall seek
approval for the delivery by Freedom Capital of an Instrument of Adherence to
the Guaranty and a Stock Pledge Agreement, and (b) on or before February 28,
1998, deliver to the Agent, for the benefit of the Banks, a duly executed
Instrument of Adherence to the Guaranty and a duly executed Stock Pledge
Agreement, together with stock certificates evidencing the Equity Securities
pledged by Freedom Capital under such Stock Pledge Agreement and such supporting
documentation, including legal opinions and corporate authority documents, as
the Banks may reasonably request.

SS.6. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Banks and the Agent as follows:

SS.6.1. CORPORATE AUTHORITY.

SS.6.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and its
Subsidiaries (a) is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, (b) has all
requisite corporate power to own its property and conduct its business as
now conducted and as presently contemplated, and (c) is in good standing as
a foreign corporation and is duly authorized to do business in each
jurisdiction where such qualification is necessary except where a failure
to be so qualified would not have a Material Adverse Effect.

SS.6.1.2. AUTHORIZATION. The execution, delivery and performance of
this Credit Agreement and the other Loan Documents to which the Borrower or
any of its Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby (a) are within the corporate authority of
such Person, (b) have been duly authorized by all necessary corporate
proceedings, (c) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
the Borrower or any of its Subsidiaries is subject or any judgment, order,
writ, injunction, license or permit applicable to

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the Borrower or any of its Subsidiaries and (d) do not conflict with any
provision of the corporate charter or bylaws of, or any agreement or other
instrument binding upon, the Borrower or any of its Subsidiaries.

SS.6.1.3. ENFORCEABILITY. The execution and delivery of this Credit
Agreement and the other Loan Documents to which the Borrower or any of its
Subsidiaries is or is to become a party will result in valid and legally
binding obligations of such Person enforceable against it in accordance
with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and except to the extent
that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any
proceeding therefor may be brought.

SS.6.2. CAPITALIZATION; SUBSIDIARIES, ETC. (a) The Borrower's Equity
Securities consist solely of 12,000,000 shares of authorized common stock, $0.01
par value. On the Closing Date, after giving effect to the Acquisition, and
before giving effect to any options or warrants, (i) Xxx owns 3,993,120 shares
(50.58%) of the Borrower's outstanding Equity Securities, (ii) SCP owns 998,280
shares (12.645%) of the Borrower's outstanding Equity Securities, (iii) the
Employee Group owns 2,508,600 shares (31.77%) of the Borrower's outstanding
Equity Securities and (iv) the Seller owns 394,653.7 shares (4.999%) of the
Borrower's outstanding Equity Securities. Except as set forth on SCHEDULE 6.2(A)
attached hereto, the Borrower has not agreed, committed, or otherwise obligated
itself to authorize or issue any Equity Securities. All of the outstanding
Equity Securities of the Borrower are validly issued, fully paid and
non-assessable.

(b) SCHEDULE 6.2(B) attached hereto sets forth a list of (i) each
Subsidiary, Active Subsidiary, Advisory Subsidiary and Broker- Dealer Subsidiary
of the Borrower, (ii) the number of authorized and outstanding Equity Securities
of each class of each Subsidiary of the Borrower and the number and percentage
thereof owned, directly or indirectly, by the Borrower, and (iii) any
partnership or joint venture in which the Borrower or any of its Subsidiaries is
engaged with any other Person. All of the outstanding Equity Securities of each
Subsidiary of the Borrower are validly issued, fully paid and non-assessable.

SS.6.3. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval, authorization or other action by or consent of, or
declaration or filing with, any governmental agency or authority other than (a)
those already obtained and listed on SCHEDULE 6.3(A) attached hereto and (b)
those listed on SCHEDULE 6.3(B) attached hereto.

SS.6.4. TITLE TO PROPERTIES; LEASES. Except as indicated on SCHEDULE 6.4
attached hereto, the Borrower and its Subsidiaries own all of the assets
reflected in the Pro Forma Balance Sheet of the Borrower and its Subsidiaries or
acquired since that date (except property and assets sold or otherwise disposed
of in the ordinary course of

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business since that date), subject to no rights of others, including any
mortgages, leases, conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

SS.6.5. FINANCIAL STATEMENTS. (a) There has been furnished to the Banks an
unaudited consolidated PRO FORMA balance sheet of the Borrower and its
Subsidiaries as at the October 31, 1996 which gives effect to the Acquisition
(the "PRO FORMA BALANCE SHEET"). The Pro Forma Balance Sheet has been prepared
in accordance with generally accepted accounting principles (subject to normal
year-end adjustments and the absence of footnotes and other presentation items)
and fairly presents the financial condition of the Borrower and its Subsidiaries
as at the close of business on the date thereof. There are no contingent
liabilities of the Borrower or any of its Subsidiaries as of such date involving
material amounts, known to the officers of the Borrower not disclosed in the Pro
Forma Balance Sheet and the related notes thereto.

(b) There has been furnished to the Banks the (i) audited consolidated
financial statements of financial condition, income, changes in stockholder's
equity and cash flows as of and for the fiscal years ended December 31, 1994 and
December 31, 1995, for the Acquired Company and its Subsidiaries, and (ii)
unaudited consolidated statements of financial condition, income, changes in
stockholders' equity, and cash flows as of and for the seven (7) months ended
July 31, 1996 for the Acquired Company and its Subsidiaries. The financial
statements of the Acquired Company (including the notes thereto) have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods covered thereby and present fairly the
financial condition of the Acquired Company and its Subsidiaries as of such
dates and the results of operations of the Acquired Company and its Subsidiaries
for such periods, subject, in the case of the unaudited financial statements, to
normal year-end adjustments (which will not be material, individually or in the
aggregate) and the absence of footnotes and other presentation items.

SS.6.6. NO MATERIAL CHANGES, ETC.; SOLVENCY. (a) On and as of the Closing
Date, there has not occurred, since December 31, 1995, any materially adverse
change in the condition (financial or otherwise), business, properties or
operations of the Acquired Company and its Subsidiaries.

(b) Since the later of the Balance Sheet Date or the last day of the most
recently completed fiscal year of the Borrower, there has occurred no change
which has had a Material Adverse Effect since such date, and there has not
occurred any fact, event or condition which has resulted in, or could reasonably
be expected to have, a Material Adverse Effect.

(c) The Borrower (before and after giving effect to the transactions
contemplated by this Credit Agreement, the other Loan Documents and the
Acquisition Documents) (i) is solvent within the meaning ascribed to such term
by applicable state and federal debtor/creditor laws, bankruptcy laws and
fraudulent conveyance laws, (ii) has assets having a fair value in excess of its
liabilities, (iii) has assets having a fair value in excess of the amount
required to pay its liabilities on existing debts as such debts become absolute
and matured, and (iv) has, and expects to continue to have, access to adequate
capital for the conduct of its business and the ability to pay its debts from

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time to time incurred in connection with the operation of its business as such
debts mature.

SS.6.7. BUSINESS, ETC. (a) The Borrower, prior to the consummation of the
Acquisition, has not conducted any business activities other than in connection
with the negotiation and execution of the Acquisition Documents and, prior to
the consummation of the Acquisition, no liabilities other than its obligations
under the Acquisition Documents and with respect to the financing arrangements
referred to therein. After the consummation of the Acquisition, neither the
Borrower nor the Acquired Company owns any assets other than the Equity
Securities of its Subsidiaries listed on SCHEDULE 6.2(B) attached hereto.

(b) After giving effect to the Acquisition, the Borrower and each of its
Subsidiaries enjoys peaceful and undisturbed possession under all leases of real
or personal property of which it is lessee, none of which contains any unusual
or burdensome provision which will have a Material Adverse Effect and all such
leases are valid and subsisting and in full force and effect.

(c) After giving effect to the Acquisition, the Borrower and each of its
Subsidiaries has, owns or possess the right to use all patents, patent
applications, patent rights, service marks, service xxxx rights, trademarks,
trademark rights, trade names, trade name rights, copyrights, licenses,
franchises, permits, authorizations, including authorizations under state
securities laws, and other material rights as are necessary for the conduct of
its business substantially as such business was conducted by the Acquired
Company and its Subsidiaries prior to the Acquisition. All of the foregoing are
in full force and effect, and each of the Borrower and its Subsidiaries is in
material compliance with the foregoing without any known conflict with others.
No event has occurred which permits, or after notice or lapse of time or both
would permit, the revocation or termination of any such license, franchise or
other right or affects the rights of any of the Borrower or its Subsidiaries
thereunder which event would have a Material Adverse Effect. There is no
litigation or other proceeding or dispute with respect to the validity or, where
applicable, the extension or renewal, of any of the foregoing.

SS.6.8. LITIGATION. Except as set forth on SCHEDULE 6.8 attached hereto,
there are no actions, suits, proceedings or investigations of any kind pending
or threatened against the Borrower or any of its Subsidiaries before any court,
tribunal or administrative agency or board that, if adversely determined, is
reasonably likely, either in any case or in the aggregate, to have a Material
Adverse Effect.

SS.6.9. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any
of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries is a party to any contract or agreement that has, in
the judgment of the Borrower's officers, a Material Adverse Effect.

SS.6.10. COMPLIANCE WITH OTHER INSTRUMENTS, ETC. Neither the Borrower nor
any of its Subsidiaries is in violation of any provision of its charter
documents, bylaws,

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or any agreement or instrument to which it may be subject or by which it or any
of its properties may be bound or any decree, order, judgment, statute, license,
rule or regulation, in any of the foregoing cases in a manner that is reasonably
likely to result in the imposition of substantial penalties or have a Material
Adverse Effect.

SS.6.11. TAX STATUS. The Borrower and its Subsidiaries (a) have made or
filed all federal and state income and all other tax returns, reports and
declarations required by any jurisdiction to which any of them is subject, (b)
have paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings and (c) have set
aside on their books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the
Borrower know of no basis for any such claim.

SS.6.12. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing.

SS.6.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry, or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower or any of its Subsidiaries or rights
thereunder.

SS.6.14. PERFECTION OF SECURITY INTEREST. All filings, assignments, pledges
and deposits of documents or instruments have been made and all other actions
have been taken that are necessary, under applicable law, to establish and
perfect the Agent's security interest in the Collateral. The Collateral and the
Agent's rights with respect to the Collateral are not subject to any setoff,
claims, withholdings or other defenses. The Borrower is the owner of the
Collateral free from any lien, security interest, encumbrance and any other
claim or demand, except for Permitted Liens.

SS.6.15. CERTAIN TRANSACTIONS. Except as set forth on SCHEDULE 6.15
attached hereto and except for arm's length transactions pursuant to which the
Borrower or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Borrower or such Subsidiary could
obtain from third parties, none of the officers, directors, or employees of the
Borrower or any of its Subsidiaries is presently a party to any transaction with
the Borrower or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

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SS.6.16. EMPLOYEE BENEFIT PLANS.

SS.6.16.1. IN GENERAL. Except as set forth on SCHEDULE 6.16 attached
hereto, each Employee Benefit Plan and each Guaranteed Pension Plan has
been maintained and operated in compliance in all material respects with
the provisions of ERISA and, to the extent applicable, the Code, including
but not limited to the provisions thereunder respecting prohibited
transactions and the bonding of fiduciaries and the persons handling plan
funds as required by ss.412 of ERISA. The Borrower has heretofore delivered
to the Agent the most recently completed annual report, Form 5500, with all
required attachments, and actuarial statement required to be submitted
under ss.103(d) of ERISA, with respect to each Guaranteed Pension Plan.

SS.6.16.2. TERMINABILITY OF WELFARE PLANS. Except as set forth on
SCHEDULE 6.16 attached hereto, no Employee Benefit Plan which is an
employee welfare benefit plan within the meaning of ss.3(1) or ss.3(2)(B)
of ERISA provides benefit coverage subsequent to termination of employment
except as required by Title I, Part 6 of ERISA or applicable state
insurance laws.

SS.6.16.3. GUARANTEED PENSION PLANS. Each contribution required to be
made to a Guaranteed Pension Plan, whether required to be made to avoid the
incurrence of an accumulated funding deficiency, the notice or lien
provisions of ss.302(f) of ERISA, or otherwise, has been timely made. No
waiver of an accumulated funding deficiency or extension of amortization
periods has been received with respect to any Guaranteed Pension Plan, and
neither the Borrower nor any ERISA Affiliate is obligated to or has posted
security in connection with an amendment of a Guaranteed Pension Plan
pursuant to ss.307 of ERISA or ss.401(a)(29) of the Code. No liability to
the PBGC (other than required insurance premiums, all of which have been
paid) has been incurred by the Borrower or any ERISA Affiliate with respect
to any Guaranteed Pension Plan and there has not been any ERISA Reportable
Event, or any other event or condition which presents a material risk of
termination of any Guaranteed Pension Plan by the PBGC. Based on the latest
valuation of each Guaranteed Pension Plan (which in each case occurred
within twelve months of the date of this representation), and on the
actuarial methods and assumptions employed for that valuation, the accrued
benefit liabilities of all such Guaranteed Pension Plans within the meaning
of ss.4001 of ERISA did not exceed the aggregate value of the assets of all
such Guaranteed Pension Plans, disregarding for this purpose the benefit
liabilities and assets of any Guaranteed Pension Plan with assets in excess
of benefit liabilities by more than $1,500,000.

SS.6.16.4 MULTIEMPLOYER PLANS. Neither the Borrower nor any ERISA
Affiliate has incurred any material liability (including secondary
liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under ss.4201 of ERISA or as a
result of a sale of assets described in ss.4204 of ERISA. Neither the
Borrower nor any ERISA Affiliate has been notified that any Multiemployer
Plan is in reorganization or insolvent under and within the meaning of
ss.4241 or ss.4245 of ERISA or is at risk of entering

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reorganization or becoming insolvent, or that any Multiemployer Plan
intends to terminate or has been terminated under ss.4041A of ERISA.

SS.6.17. REGULATIONS U AND X. The proceeds of the Revolving Credit Loans
shall be used for general corporate purposes including, without limitation, to
consummate the Acquisition in accordance with the Acquisition Documents. No
portion of any Revolving Credit Loan is to be used for the purpose of purchasing
or carrying any "margin security" or "margin stock" as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System, 12
C.F.R. Parts 221 and 224.

SS.6.18. REAL ESTATE. The Borrower has reasonable knowledge of the past and
present condition and usage of the Real Estate presently owned or leased by the
Borrower or any of its Subsidiaries and the operations conducted thereon and,
based upon such knowledge, has determined that:

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

(b) neither the Borrower nor any of its Subsidiaries has received
notice from any third party including, without limitation, any federal,
state or local governmental authority, (i) that any one of them has been
identified by the United States Environmental Protection Agency ("EPA) as a
potentially responsible party under CERCLA with respect to a site listed on
the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X; (ii) that any
hazardous waste, as defined by 42 U.S.C. ss.6903(5), any hazardous
substances as defined by 42 U.S.C. ss.9601(14), any pollutant or
contaminant as defined by 42 U.S.C. ss.9601(33) and any toxic substances,
oil or hazardous materials or other chemicals or substances regulated by
any Environmental Laws ("Hazardous Substances") which any one of them has
generated, transported or disposed of has been found at any site at which a
federal, state or local agency or other third party has conducted or has
ordered that the Borrower or any of its Subsidiaries conduct a remedial
investigation, removal or other response action pursuant to any
Environmental Law; or (iii) that it is or shall be a named party to any
claim, action, cause of action, complaint, or legal or administrative
proceeding (in each case, contingent or otherwise) arising out of any third
party's incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous Substances;

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(c) (i) no portion of the Real Estate has been used by the Borrower or
any of its Subsidiaries or, to the knowledge of the Borrower, by any other
Person for the handling, processing, storage or disposal of Hazardous
Substances except in accordance with applicable Environmental Laws; and, to
the knowledge of the Borrower, no underground tank or other underground
storage receptacle for Hazardous Substances which is not in compliance with
applicable Environmental Laws is located on any portion of the Real Estate;
(ii) in the course of any activities conducted by the Borrower, its
Subsidiaries or operators of its properties, no Hazardous Substances have
been generated or are being used on the Real Estate except in accordance
with applicable Environmental Laws; (iii) there have been no releases (i.e.
any past or present releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, disposing or dumping)
by the Borrower or any of its Subsidiaries and, to the knowledge of the
Borrower, by any other Person of Hazardous Substances on, upon, into or
from the Real Estate, which releases would have a material adverse effect
on the value of any of the Real Estate or adjacent properties; and (iv) to
the best of the Borrower's knowledge, there have been no releases on, upon,
from or into any real property in the vicinity of any of the Real Estate
which, through soil or groundwater contamination, have come to be located
on, and which would have a material adverse effect on the value of, the
Real Estate; and

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

SS.6.19. BROKER-DEALER SUBSIDIARIES. Each of the Broker-Dealer Subsidiaries
is duly registered as a broker-dealer with the Securities Exchange Commission
under the Exchange Act, is a member in good standing of the NASD and the
securities exchanges listed on SCHEDULE 6.19(A) attached hereto and is duly
registered, licensed or qualified as a broker or dealer under the laws of each
jurisdiction listed on SCHEDULE 6.19(A) attached hereto. Each Broker-Dealer
Subsidiary is in compliance with the Exchange Act and the rules and regulations
thereunder applicable to it, the rules and regulations of the NASD applicable to
it (including the NASD's rules of fair practice), the rules and regulations of
the securities exchanges of which it is a member, and the laws of each
jurisdiction where it is registered as a broker or dealer, except for such
instances of non- compliance (a) that relate to a matter set forth on SCHEDULE
6.19(B) attached hereto or (b) the correction of which would not interfere
significantly with the ability of such Broker-Dealer Subsidiary to conduct its
business substantially as currently conducted or significantly diminish the
value of the Borrower and its Subsidiaries, taken as a whole. Each of the
Broker-Dealer Subsidiaries acts pursuant to written agreements and related
documentation (collectively, the "Broker-Dealer Agreements") with parties to
whom it provides broker dealer services. The Broker-

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Dealer Agreements have not been modified by any terms that are not included in
the Broker-Dealer Subsidiary's files, and none of the Broker-Dealer Subsidiaries
has violated or is in default under, any Broker-Dealer Agreement, except for
such violations or defaults that (a) relate to a matter set forth on SCHEDULE
6.19(C) attached hereto or (b) relate to the actions of a registered
representative of such Broker-Dealer Subsidiary where the total liability, cost
and expense relating to all such actions or complaints with respect to the
conduct of such registered representative do not exceed $250,000.

SS.6.20. ADVISORY SUBSIDIARIES. Each of the Advisory Subsidiaries is duly
registered as an investment adviser with the Securities and Exchange Commission
under the Advisers Act and is duly registered, licensed or qualified as an
investment adviser under the laws of each jurisdiction listed on SCHEDULE
6.20(A) attached hereto. Each of the Advisory Subsidiaries is in compliance with
the Advisers Act and the laws of each jurisdiction where it is registered as an
investment adviser, except for such instances of non-compliance (a) that related
to a matter set forth on SCHEDULE 6.20(B) attached hereto, or (b) the correction
of which would not interfere significantly with the ability of such Advisory
Subsidiary to conduct its business substantially as currently conducted or
significantly diminish the value of the Borrower and its Subsidiaries, taken as
a whole. Each of the Advisory Subsidiaries acts pursuant to an Advisory
Agreement with parties to whom they provide investment advisory services. Each
Advisory Agreement complies as to form with the requirements of the Advisers
Act. The Advisory Agreements have not been modified by any terms, oral or
otherwise, that are not included in the Advisory Subsidiaries' files, and none
of the Advisory Subsidiaries has violated, or is in default under, any Advisory
Agreement, except for such violations or defaults (a) that relate to a matter
set forth on SCHEDULE 6.20(C) attached hereto, or (b) the correction of which
would not interfere significantly with the ability of such Advisory Subsidiary
to conduct its business substantially as currently conducted or significantly
diminish the value of the Borrower and its Subsidiaries, taken as a whole.

SS.6.21. INVESTMENT FUND CLIENTS. SCHEDULE 6.21 (as such schedule may be
supplemented from time to time by the Borrower) sets forth a list of all
agreements (the "Fund Agreements") pursuant to which the Borrower or any of its
Subsidiaries performs investment advisory, administration or distribution
services for the benefit of any Fund or Trust. Each Trust is registered as an
investment company under the Investment Company Act. All outstanding shares of
each Trust that are required to be registered under the Securities Act have been
sold pursuant to an effective registration statement filed thereunder or qualify
for an exemption from registration thereunder and have been qualified for sale
under applicable "blue sky" laws. No such registration statement contained, as
of its effective date, and no prospectus or other offering material used in
connection with the sale of shares of any Trust contained, as of any date on
which it was used, any untrue statement of a material fact or omitted to state a
material fact required to be stated therein in order to make the statements
therein not misleading. Each Fund Agreement complies as to form with the
requirements of the Investment Company Act and, to the knowledge of the
Borrower, has been adopted in compliance with the requirements of such Act. To
the knowledge of the Borrower, the Fund Agreements have not been modified by any
terms, oral or otherwise, that are

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not included in the Borrower's and the Subsidiaries' files and none of the
Borrower or its Subsidiaries has any liability under any Fund Agreement, except
for such violations or defaults (a) that relate to a matter set forth on
SCHEDULE 6.21 attached hereto or (b) the correction of which would not interfere
significantly with the ability of the Borrower or any Subsidiary of the Borrower
to conduct its business substantially as currently conducted or significantly
diminish the value of the Borrower and its Subsidiaries, taken as a whole.

SS.6.22. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935. The Borrower is not
an "investment company" as such term is defined in the Investment Company Act.

SS.6.23. DISCLOSURE. None of this Credit Agreement, any of the other Loan
Documents, any of the Acquisition Documents, any proxy statement sent to a Fund
or a Trust in connection with the Acquisition, or any of the consent letters
sent to the advisory clients of the Advisory Subsidiaries in connection with the
Acquisition contains any untrue statement of a material fact or omits to state a
material fact (known to the Borrower in the case of any document or information
not furnished by it) necessary in order to make the statements herein or in each
such document not misleading.

SS.6.24. FISCAL YEAR. The Borrower and each of its Subsidiaries has a
fiscal year which is the twelve months ending on December 31 of each year.

SS.6.25. ACQUISITION DOCUMENTS. The Borrower has heretofore furnished to
the Banks, true, complete and correct copies of the Acquisition Documents
(including schedules, exhibits and annexes thereto). The Acquisition Documents
have not subsequently been amended, supplemented, or modified and constitute the
complete understanding among the parties thereto in respect of the matters and
transactions covered thereby.

SS.6.26. OTHER REPRESENTATIONS, ETC. (a) All of the representations and
warranties of the Borrower made in the other Loan Documents and the Acquisition
Documents are true and correct in all material respects. The Banks are entitled
to rely on the Borrower's representations and warranties set forth in the
Contribution Agreement with the same force and effect as though they were
incorporated in this Credit Agreement.

(b) The representations and warranties contained herein and in the other
Loan Documents are the only representations and warranties made by the Borrower
in connection with the transactions contemplated by this Credit Agreement.

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SS.7. AFFIRMATIVE COVENANTS OF THE BORROWER. The Borrower covenants and
agrees that, so long as any Revolving Credit Loan or Note is outstanding or any
Bank has any obligation to make any Revolving Credit Loans:

SS.7.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Revolving Credit Loans and
the commitment fees and Agent's fee provided for in this Credit Agreement, all
in accordance with the terms of this Credit Agreement and the Notes.

SS.7.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office in Boston, Massachusetts, or at such other place in the United
States of America as the Borrower shall designate upon written notice to the
Agent, where notices, presentations and demands to or upon the Borrower in
respect of the Loan Documents may be given or made.

SS.7.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with generally
accepted accounting principles and (b) maintain adequate accounts and reserves
for all taxes (including income taxes), depreciation, depletion, obsolescence
and amortization of its properties and the properties of its Subsidiaries,
contingencies, and other reserves.

SS.7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than ninety
(90) days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Subsidiaries and the
consolidating balance sheet of the Borrower and its Subsidiaries, each as
at the end of such year, and the related consolidated statement of income
and consolidated statement of cash flow and consolidating statement of
income and consolidating statement of cash flow for such year, each setting
forth in comparative form the figures for the previous fiscal year and all
such consolidated and consolidating statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles, and
certified without qualification by nationally recognized independent
certified public accountants;

(b) as soon as practicable, but in any event not later than forty-five
(45) days after the end of each of the fiscal quarters of the Borrower,
copies of the unaudited consolidated balance sheet of the Borrower and its
Subsidiaries and the unaudited consolidating balance sheet of the Borrower
and its Subsidiaries, each as at the end of such quarter, and the related
consolidated statement of income and consolidated statement of cash flow
and consolidating statement of income and consolidating statement of cash
flow for the portion of the Borrower's fiscal year then elapsed, all in
reasonable detail and prepared in accordance with generally accepted
accounting principles, together with a certification by the principal
financial or accounting officer of the Borrower that the information
contained in such financial statements fairly presents in all

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material respects the financial position of the Borrower and its
Subsidiaries on the date thereof (subject to year-end adjustments);

(c) simultaneously with the delivery of the financial statements
referred to in subsections (a) and (b) above, a statement certified by the
principal financial or accounting officer of the Borrower in substantially
the form of EXHIBIT C attached hereto (a "Compliance Certificate") and
setting forth in reasonable detail computations evidencing compliance with
the covenants contained in ss.9 hereof and (if applicable) reconciliations
to reflect changes in generally accepted accounting principles since the
Balance Sheet Date;

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

(e) contemporaneously with the filing thereof with the New York Stock
Exchange, copies of all quarterly Focus Reports of the Broker-Dealer
Subsidiaries; and

(f) from time to time such other financial data and information
(including accountants' management letters) as the Agent or any Bank may
reasonably request.

SS.7.5. NOTICES.

SS.7.5.1. DEFAULTS. The Borrower will promptly notify the Agent and
each of the Banks in writing of the occurrence of any Default or Event of
Default. If any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting an Event of
Default) under this Credit Agreement or any other note, evidence of
indebtedness, indenture or other obligation to which or with respect to
which the Borrower or any of its Subsidiaries is a party or obligor,
whether as principal or surety, the Borrower shall forthwith give written
notice thereof to each of the Banks, describing the notice or action and
the nature of the claimed default.

SS.7.5.2. NOTIFICATION OF CLAIMS AGAINST COLLATERAL. The Borrower
will, immediately upon becoming aware thereof, notify the Agent in writing
of any setoff, claims, withholdings or other defenses to which any of the
Collateral, or the Agent's rights with respect to the Collateral, are
subject.

SS.7.5.3. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will, and
will cause each of its Subsidiaries to, give notice to the Agent in writing
within fifteen (15) days of becoming aware of any litigation or proceedings
threatened in writing or any pending litigation and proceedings affecting
the Borrower or any of its Subsidiaries or to which the Borrower or any of
its Subsidiaries is or becomes a party involving an uninsured claim against
the Borrower or any of its Subsidiaries that could reasonably be expected
to have a Material Adverse Effect and stating the nature and status of such
litigation or proceedings. The Borrower will, and will cause each of its
Subsidiaries to, give notice to the

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Agent, in writing, in form and detail satisfactory to the Agent, within ten
(10) days of any judgment not covered by insurance, final or otherwise,
against the Borrower or any of its Subsidiaries in an amount in excess of
$2,000,000.

SS.7.5.4. CLAIMS UNDER ACQUISITION DOCUMENTS. The Borrower will,
immediately upon becoming aware thereof, give notice to the Agent in
writing of any claims made under ss.9 of the Contribution Agreement.

SS.7.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises and those of its
Subsidiaries and will not, and will not cause or permit any of its Subsidiaries
to, convert to a limited liability company. It (a) will cause all of its
properties and those of its Subsidiaries used or useful in the conduct of its
business or the business of its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment,
(b) will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Borrower may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, and (c) will, and will cause
each of its Subsidiaries to, continue to engage primarily in the businesses now
conducted by them and in related businesses; PROVIDED that nothing in this
ss.7.6 shall prevent the Borrower from discontinuing the operation and
maintenance of any of its properties or those of its Subsidiaries if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its or their business and that does not in the aggregate have a Material Adverse
Effect.

SS.7.7. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent and, with respect to the Borrower, in accordance with the
terms of the Security Agreement. The Borrower shall deliver to the Agent, no
later than December 31, 1996, certified copies of all policies evidencing the
Borrower's and its Subsidiaries' insurance.

SS.7.8. TAXES. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
(other than taxes, assessments and other governmental charges imposed by foreign
jurisdictions that in the aggregate are not material to the business or assets
of the Borrower on an individual basis or of the Borrower and its Subsidiaries
on a consolidated basis) imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law
become a lien or charge upon any of its property; PROVIDED that any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto; and PROVIDED FURTHER that the Borrower
and

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each Subsidiary of the Borrower will pay all such taxes, assessments, charges,
levies or claims forthwith upon the commencement of proceedings to foreclose any
lien that may have attached as security therefor.

SS.7.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

SS.7.9.1. GENERAL. The Borrower shall permit the Banks, through the
Agent or any of the Banks' other designated representatives, to visit and
inspect any of the properties of the Borrower or any of its Subsidiaries to
examine the books of account of the Borrower and its Subsidiaries (and to
make copies thereof and extracts therefrom), and to discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with, and to be
advised as to the same by, its and their officers, all at such intervals as
the Agent or any Bank may reasonably request, PROVIDED that, unless an
Event of Default has occurred and is continuing, all such inspections shall
be upon reasonable notice and at reasonable times and the Banks shall be
only entitled to make one such inspection in any calendar quarter.

SS.7.9.2. COMMUNICATION WITH ACCOUNTANTS. The Borrower authorizes the
Agent and, if accompanied by the Agent, the Banks to communicate directly
with the Borrower's independent certified public accountants and authorizes
such accountants to disclose to the Agent and the Banks any and all
financial statements and other supporting financial documents and schedules
including copies of any management letter with respect to the business,
financial condition and other affairs of the Borrower or any of its
Subsidiaries, PROVIDED, however, that if no Event of Default has occurred
and is continuing, any communication with the Borrower's accountants shall
be coordinated through the Borrower and will not be conducted without the
Borrower's participation. At the request of the Agent, the Borrower shall
deliver a letter addressed to such accountants instructing them to comply
with the provisions of this ss.7.9.2.

SS.7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. (a) The
Borrower will, and will cause each of its Subsidiaries to, comply with (i) the
provisions of its charter documents and by- laws, (ii) all agreements and
instruments by which it or any of its properties may be bound and (iii) all
applicable decrees, orders, and judgments.

(b) The Borrower will cause each of its Advisory Subsidiaries to maintain
its registration as an investment adviser under the Advisers Act and each of its
Broker-Dealer Subsidiaries to maintain its registration as a broker or a dealer
under the Exchange Act, PROVIDED that nothing in this sentence shall prevent any
such Subsidiary from discontinuing such registration if such discontinuation is,
in the judgment of the Borrower, desirable for the conduct of their business and
such discontinuations, in the aggregate, do not have a Material Adverse Effect.
Each of the Borrower and its Subsidiaries will comply, and will use reasonable
efforts to cause each Fund and Trust to comply to the extent applicable (subject
to the discretion of its trustees or directors), with the Investment Company
Act, the Advisers Act, the Exchange Act, the Securities Act (including the
continued registration of the shares representing beneficial interests of, or
common stock in, each Fund or Trust), the rules

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and regulations of the NASD, subchapter M of the Code (to the extent of each
Fund's or Trust's continued qualification as a regulated investment company
thereunder and subject to the Borrower's or the applicable Advisory Subsidiary's
reasonable business judgment that such compliance is not in the interests of
such Fund or Trust), the Commodities Act, any other law, statue, rule or
regulation governing investment advisers, investment companies, broker-dealers,
underwriters, custodians or transfer agents, including capital requirements, and
all other valid and applicable statutes, ordinances, zoning and building codes
and other rules and regulations of the United States of America, of the states
and territories thereof and their counties, municipalities and other
subdivisions and of any foreign country or other jurisdictions applicable to
such Person, except where compliance therewith shall at the time be contested in
good faith by appropriate proceedings.

(c) If at any time while any Revolving Credit Loan or Note is outstanding
or any Bank has any obligation to make Revolving Credit Loans hereunder, any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that the Borrower may fulfill any of its obligations hereunder, the Borrower
will immediately take or cause to be taken all reasonable steps within the power
of the Borrower to obtain such authorization, consent, approval, permit or
license and furnish the Banks with evidence thereof.

SS.7.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) promptly upon the
request of the Agent, furnish to the Agent a copy of the most recent actuarial
statement required to be submitted under ss.103(d) of ERISA and Annual Report,
Form 5500, with all required attachments, in respect of each Guaranteed Pension
Plan and (b) promptly upon receipt or dispatch, furnish to the Agent any notice,
report or demand sent or received in respect of a Guaranteed Pension Plan under
ss.ss.302, 4041, 4042, 4043, 4063, 4066 and 4068 of ERISA, or in respect of a
Multiemployer Plan, under ss.ss.4041A, 4202, 4219, 4242, or 4245 of ERISA.

SS.7.12. USE OF PROCEEDS. The Borrower will use the proceeds of the
Revolving Credit Loans solely for general corporate purposes, including, without
limitation, to consummate the Acquisition.

SS.7.13. INTEREST RATE PROTECTION ARRANGEMENTS. Within 90 days after the
Closing Date, the Borrower will enter into arrangements in form and substance
satisfactory to the Agent (the "Interest Rate Protection Arrangements") which
will protect the Borrower from the effect of increases in the interest rates
applicable to a notional amount of at least 50% of the Total Commitment, and the
Borrower will maintain such Interest Rate Protection Arrangements in effect for
no less than two years. The Agent hereby acknowledges that an interest rate cap
which is 200 basis points "out of the money" is satisfactory for purposes of
this ss.7.13.

SS.7.14. ADDITIONAL SUBSIDIARIES. (a) If, after the Closing Date, the
Borrower acquires, either directly or indirectly, any Subsidiary, it will notify
the Banks within three (3) Business Days of such acquisition and provide the
Banks with an updated SCHEDULE 6.2(B).

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(b) The Borrower shall cause each of its Subsidiaries (other than
Broker-Dealer Subsidiaries) that are not parties on the Closing Date to the
Guaranty to execute and deliver to the Banks, on the date which is five (5)
Business Days after such Person becomes a Subsidiary of the Borrower, an
Instrument of Adherence to the Guaranty, together with such supporting
documentation, including legal opinions and corporate authority documents as the
Banks may reasonably request.

(c) The Borrower shall cause each Broker-Dealer Subsidiary to execute and
deliver to the Banks an Instrument of Adherence to the Guaranty, together with
such supporting documentation, including legal opinions and corporate authority
documents as the Banks may reasonably request, on the date which is five (5)
Business Days after the later of (i) the date on which such Person becomes a
Subsidiary of the Borrower and (ii) the date on which the net capital
requirements under the Exchange Act are no longer applicable to such
Broker-Dealer Subsidiary or permit the execution and delivery of such Instrument
of Adherence by such Broker-Dealer Subsidiary.

SS.7.15 FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such further
instruments and documents as the Banks or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

SS.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. The Borrower covenants
and agrees that, so long as any Revolving Credit Loan or Note is outstanding or
any Bank has any obligation to make any Revolving Credit Loans:

SS.8.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

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

(b) current liabilities incurred in the ordinary course of business
not incurred through (i) the borrowing of money, or (ii) the obtaining of
credit except for credit on an open account basis customarily extended and
in fact extended in connection with normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the
extent that payment therefor shall not at the time be required to be made
in accordance with the provisions of ss.7.8;

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

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

(f) obligations under Capitalized Leases and in respect of other fixed
asset financings whether or not characterized as Capitalized Leases not
exceeding at any time (i) $27,000,000 in aggregate amount outstanding
during the period from the Closing Date through Xxxxx 00, 0000, (xx)
$27,500,000 in aggregate amount outstanding during the period from April 1,
1997 through June 30, 1997, (iii) $28,000,000 in aggregate amount
outstanding during the period from July 1, 1997 through September 30, 1997,
(iv) $28,500,000 in aggregate amount outstanding during the period from
October 1, 1997 through December 31, 1997, (v) $31,000,000 in aggregate
amount outstanding during the period from January 1, 1998 through December
31, 1998, (vi) $33,000,000 in aggregate amount outstanding during the
period from January 1, 1999 through December 31, 1999, (vii) $35,000,000 in
aggregate amount outstanding during the period from January 1, 2000 through
December 31, 2000, and (viii) $37,000,000 in aggregate amount outstanding
at any time thereafter;

(g) Indebtedness of the Subsidiaries existing on the date of this
Credit Agreement and listed and described on SCHEDULE 8.1 attached hereto
and any renewals, extensions or refinancings thereof, provided that such
renewals, extensions or refinancings shall not increase (i) the amount of
collateral securing such Indebtedness or (ii) the aggregate amount of such
Indebtedness outstanding on the date hereof;

(h) Indebtedness of a Broker-Dealer Subsidiary incurred in connection
with standard and customary securities trading transactions, PROVIDED that
such Indebtedness is either without recourse to any assets of such
Broker-Dealer Subsidiary other than, or is fully secured by, the securities
to which such securities trading transactions relate (the Banks hereby
acknowledging that the form of agreement attached as SCHEDULE 8.1(H), when
modified to provide that the Indebtedness to be incurred thereunder is
either without recourse to any assets of the borrower thereunder other
than, or is fully secured by, the securities to which securities
transactions financed thereby relate, is satisfactory);

(i) Indebtedness of a Subsidiary of the Borrower to the Borrower;

(j) Indebtedness in respect of Interest Rate Protection Arrangements
permitted under ss.7.13 hereof;

(k) Indebtedness of the Borrower in respect of the subordinated notes
issued to members of the Employee Group pursuant to ss.8.4(a) hereof; and

(l) unsecured subordinated Indebtedness of the Borrower in respect of
a Bridge Financing, PROVIDED that (i) no principal payments shall be made
in respect of such Bridge Financing until the Obligations have been
indefeasibly paid in full and the Commitments terminated except if (A) such
repayment is made with the proceeds received by the Borrower from the sale
of its Equity

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Securities, (B) such repayment is made within 120 days of the incurrence of
such Bridge Financing and (C) no Event of Default shall have occurred and
be continuing on the date of such repayment or shall occur as a result
thereof, and (ii) all other terms and conditions of such Bridge Financing
shall be satisfactory to the Majority Banks;

(m) unsecured subordinated Indebtedness of the Borrower in addition to
any Bridge Financing, PROVIDED, that (i) no principal payments shall be
made in respect of such subordinated Indebtedness until the Obligations
have been indefeasibly paid in full and the Commitments terminated and (ii)
all other terms and conditions of such subordinated Indebtedness shall be
satisfactory to the Majority Banks; and

(n) Indebtedness of the Subsidiaries of the Borrower, in addition to
the Indebtedness described elsewhere in this ss.8.1, in an aggregate amount
not to exceed $10,000,000 outstanding at any time, PROVIDED that until such
time as Freedom Capital has delivered an Instrument of Adherence to the
Guaranty and a Stock Pledge Agreement as contemplated in ss.5.3 hereof, the
aggregate outstanding Indebtedness of Freedom Capital shall not exceed
$3,000,000 at any time.

SS.8.2. RESTRICTIONS ON LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (i) create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (ii) transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (iii) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (iv) suffer to
exist for a period of more than thirty (30) days after the same shall have been
incurred any Indebtedness or claim or demand against it that if unpaid might by
law or upon bankruptcy or insolvency, or otherwise, be given any priority
whatsoever over its general creditors; (v) sell, assign, pledge or otherwise
transfer any accounts, contract rights, general intangibles, chattel paper or
instruments, with or without recourse, except that the Borrower and its
Subsidiaries may sell assets to the extent permitted under ss.8.5.2 hereof; or
(vi) enter into, or permit to remain in effect, any agreement or arrangement by
which such Person agrees not to encumber, mortgage, pledge, restrict or grant a
security interest in any of its assets; PROVIDED that the Borrower and any
Subsidiary of the Borrower may create or incur or suffer to be created or
incurred or to exist:

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

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

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(c) deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance, old age pensions or
other social security obligations;

(d) liens on properties in respect of judgments or awards, the
Indebtedness with respect to which is permitted by ss.8.1(d) hereof;

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

(f) encumbrances consisting of easements, rights of way, zoning
restrictions, restrictions on the use of real property and defects and
irregularities in the title thereto, landlord's or lessor's liens under
leases to which the Borrower or a Subsidiary of the Borrower is a party,
and other minor liens or encumbrances none of which in the opinion of the
Borrower interferes materially with the use of the property affected in the
ordinary conduct of the business of the Borrower and its Subsidiaries,
which defects do not individually or in the aggregate have a materially
adverse effect on the business of the Borrower individually or of the
Borrower and its Subsidiaries on a consolidated basis;

(g) presently outstanding liens listed on SCHEDULE 8.2 attached hereto
and other liens securing renewals, extensions or refinancings of
Indebtedness on SCHEDULE 8.1 to the extent permitted under ss.8.1(g);

(h) liens in respect of Indebtedness of Broker-Dealer Subsidiaries
permitted by ss.8.1(h) hereof;

(i) liens filed in respect of Capitalized Leases permitted under
ss.8.1(f) hereof;

(j) liens in respect of securities repurchase agreements of a
Broker-Dealer Subsidiary;

(k) liens in favor of the Agent for the benefit of the Banks and the
Agent under the Loan Documents; and

(l) involuntary liens which do not secure any obligation which is
otherwise prohibited by this Agreement and which are removed or discharged
within thirty (30) days so long as (i) the Borrower immediately (and in any
event within ten days of imposition of the lien) gives the Banks written
notice of the lien, (ii) the Borrower in the Banks' reasonable judgment is
taking all reasonable steps to remove the lien, (iii) in the Banks'
reasonable judgment there is a reasonable likelihood the lien will be
removed and (iv) no foreclosure proceedings are instituted or execution
levied.

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SS.8.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except:

(a) in marketable direct or guaranteed obligations of the United
States of America that mature within one (1) year from the date of purchase
by the Borrower;

(b) in demand deposits, certificates of deposit, bankers acceptances
and time deposits of United States banks having total assets in excess of
$1,000,000,000;

(c) in securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of
America or any state thereof that at the time of purchase have been rated
and the ratings for which are not less than "P 1" if rated by Xxxxx'x
Investors Service, Inc., and not less than "A 1" if rated by Standard and
Poor's;

(d) Investments existing on the date hereof and listed on SCHEDULE 8.3
attached hereto;

(e) Investments by the Borrower with respect to Indebtedness permitted
by ss.8.1(i) hereof so long as such entities remain Subsidiaries of the
Borrower;

(f) Investments in investment companies sponsored by the Borrower or
any of its Subsidiaries for which any Advisory Subsidiary is or will become
an investment adviser;

(g) Investments consisting of the Guaranty and the Instruments of
Adherence delivered after the Closing Date pursuant to ss.7.14 hereof;

(h) Investments by the Borrower in Subsidiaries of the Borrower;

(i) Investments by the Broker-Dealer Subsidiaries; and

(j) Investments by the Borrower and Subsidiaries of the Borrower
(other than the Broker-Dealer Subsidiaries), PROVIDED that the aggregate
amount of such Investments does not exceed, at any time, an amount equal to
(a) $10,000,000 PLUS (b) 100% of the net proceeds received by the Borrower
from the sale by the Borrower of its Equity Securities after the Closing
Date to the extent that such sale does not constitute an Equity Issuance
PLUS (c) 50% of the Net Proceeds of any Equity Issuance MINUS (d) the
amount of any such proceeds which are used make Capital Expenditures under
ss.9.8 hereof;

PROVIDED, HOWEVER, that, with the exception of demand deposits referred to in
ss.8.3(b) hereof such Investments by the Borrower will be considered Investments
permitted by this ss.8.3 only if all actions have been taken to the satisfaction
of the Agent to provide to the Agent, for the benefit of the Banks and the
Agent, a first priority perfected

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security interest in all of such Investments free of all encumbrances other than
Permitted Liens.

SS.8.4. DISTRIBUTIONS. (a) The Borrower will not make any Distributions
other than Distributions in respect of the redemption of Equity Securities owned
by any member of the Employee Group in connection with the termination of such
member's employment with the Borrower or any of its Subsidiaries PROVIDED THAT
(i) the Borrower shall not at any time during any fiscal year pay more than
$1,250,000 in cash in respect of such Distributions (including payments made on
the subordinated notes referred to below), net of the aggregate amount received
by the Borrower in cash from the issuance of its Equity Securities to the
Employee Group during the period commencing on the first day of such fiscal year
and ending on the date of such Distribution (the "Cash Distribution Amount"),
and (ii) the Borrower shall not make any such Distribution in cash if any
Default or Event of Default has occurred and is continuing at the time of such
Distribution, or would result therefrom. All Distributions in respect of the
redemption of Equity Securities owned by any member of the Employee Group (A) in
excess of the Cash Distribution Amount, (B) made during the continuance of a
Default or an Event of Default or (C) which would cause a Default or Event of
Default, shall be made by the Borrower pursuant to subordinated notes which are
reasonably satisfactory to the Agent in all respects.

(b) Except pursuant to applicable net capital requirements under the
Exchange Act and agreements with securities exchanges, neither the Borrower nor
any Subsidiary of the Borrower will enter into or be bound by any agreement
(including covenants requiring the maintenance of specified amounts of net worth
or working capital) restricting the right of any Subsidiary of the Borrower to
make Distributions or extensions of credit to the Borrower (directly or
indirectly through another Subsidiary) unless such agreements are reasonably
acceptable to the Majority Banks, PROVIDED that to the extent that and for so
long as the right of any Subsidiary of the Borrower to make Distributions or
extensions of credit to the Borrower is restricted under any such agreement,
such Subsidiary's net income shall not be included in the calculation of
Consolidated EBITDA.

SS.8.5. MERGER, CONSOLIDATION.

SS.8.5.1 MERGERS AND ACQUISITIONS. The Borrower will not, and will not
permit any of its Subsidiaries to consummate any merger or consolidation or
any asset acquisition or stock acquisition (other than the acquisition of
assets in the ordinary course of business consistent with past practices)
unless (a) no Default or Event of Default has occurred and is continuing at
the time of any such merger, consolidation or acquisition or would result
therefrom and (b) if the Borrower or any Guarantor is a party to any such
merger or consolidation, the Borrower or such Guarantor is the surviving
entity.

SS.8.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to or agree to or effect
any disposition of assets, whether in one transaction or a series of
transactions (other than the disposition of assets in the ordinary course
of business, consistent with past practices), other than sales by any
Broker-Dealer

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Subsidiary of Investments permitted under ss.8.3(i) hereof, if in any
fiscal year such assets constitute 10% or more of the Consolidated Total
Assets of the Borrower and its Subsidiaries as of the first day of such
fiscal year.

SS.8.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property or
lease other property that the Borrower or any Subsidiary of the Borrower intends
to use for substantially the same purpose as the property being sold or
transferred, other than any such arrangement which is permitted under ss.8.1(f)
hereof.

SS.8.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) use any of the Real Estate or any
portion thereof for the handling, processing, storage or disposal of Hazardous
Substances except in accordance with applicable Environmental Laws, (b) cause to
be located on any of the Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances except in accordance with applicable
Environmental Laws, (c) generate any Hazardous Substances on any of the Real
Estate except in accordance with applicable Environmental Laws, (d) conduct any
activity at any Real Estate or use any Real Estate in any manner so as to cause
a release (i.e. releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, disposing or dumping into
the environment) of Hazardous Substances on, upon or into the Real Estate or (e)
otherwise conduct any activity at any Real Estate or use any Real Estate in any
manner that would violate in any material respect any Environmental Law or bring
such Real Estate in violation of any Environmental Law.

SS.8.8. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA
Affiliate will:

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

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

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

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

(e) permit or take any action which would result in the accrued
benefit liabilities (with the meaning of ss.4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans by more than

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$3,000,000, disregarding for this purpose the benefit liabilities and
assets of any such Plan with assets in excess of benefit liabilities.

SS.8.9. CHANGE IN TERMS OF EQUITY SECURITIES; ISSUANCE OF EQUITY SECURITIES
BY SUBSIDIARIES. (a) The Borrower will not permit any of its Subsidiaries to
effect or permit any change in or amendment to any document or instrument
pertaining to the terms of such Person's Equity Securities without the prior
written consent of the Banks.

(b) The Borrower will not permit any of its Subsidiaries to issue or sell
any Equity Securities to any Person other than the Borrower or any wholly-owned
Subsidiary of the Borrower.

SS.8.10. FISCAL YEAR. The Borrower will not, and will not permit any of its
Subsidiaries to, change its fiscal year end from that set forth in ss.6.24
hereof.

SS.8.11. STOCKHOLDERS AGREEMENT. The Borrower will not cause or permit to
remain in effect any amendment, waiver, modification or supplement to ss.2 of
the Stockholders Agreement which would adversely affect the corporate governance
and control rights of Xxx as set forth in ss.2 of the Stockholder Agreement as
in effect on the date hereof.

SS.9. FINANCIAL COVENANTS OF THE BORROWER AND ITS SUBSIDIARIES.

SS.9.1. LEVERAGE RATIO. The Borrower will not permit, as at the last day of
each fiscal quarter, the Leverage Ratio to exceed 3.25 to 1.00.

SS.9.2. DEBT SERVICE COVERAGE. The Borrower will not permit, as at the last
day of each fiscal quarter ending during each period set forth below, the ratio
of (a) the Consolidated Operating Cash Flow of the Borrower and its Subsidiaries
for the period consisting of the four consecutive fiscal quarters of the
Borrower ending on such date (which shall include, if four consecutive fiscal
quarters shall not have elapsed since the Closing Date, the Consolidated
Operating Cash Flow of the Acquired Company and its Subsidiaries for the fiscal
quarters ending prior to the Closing Date) to (b) the Total Debt Service of the
Borrower for the period consisting of the four consecutive fiscal quarters of
the Borrower ending on such date, PROVIDED, that if four fiscal quarters of the
Borrower have not elapsed since the Closing Date, the Total Debt Service for the
four consecutive fiscal quarters ending on such date shall be deemed to be the
Total Debt Service of the Borrower for the fiscal quarters that have elapsed
since the Closing Date on an annualized basis, to be less than or equal to the
ratio set forth opposite such date below:

Period Ratio
------ -----

March 31, 1997 through
December 31, 1997 1.50 to 1.00

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January 1, 1998 through
December 31, 1998 1.40 to 1.00

January 1, 1999 through
December 31, 1999 1.20 to 1.00

January 1, 2000 and thereafter 1.10 to 1.00

SS.9.3. NET WORTH. The Borrower will not permit, at any time, the
Consolidated Net Worth of the Borrower and its Subsidiaries to be less than (a)
$60,000,000, PLUS, on a cumulative basis (b) 50% of positive Consolidated Net
Income of the Borrower and its Subsidiaries earned during each fiscal year of
the Borrower commencing with the fiscal year ending December 31, 1997, PLUS (c)
75% of the Net Proceeds of any Equity Issuance.

SS.9.4. INTEREST COVERAGE. The Borrower will not permit, as at the last day
of each fiscal quarter commencing with the fiscal quarter ending March 31, 1997,
the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for
the period consisting of the four consecutive fiscal quarters of the Borrower
ending on such date (which shall include, if four consecutive fiscal quarters
shall not have elapsed since the Closing Date, the Consolidated EBITDA of the
Acquired Company and its Subsidiaries for the fiscal quarters ending prior to
the Closing Date), to (b) the Total Interest Expense of the Borrower for the
period consisting of the four consecutive fiscal quarters of the Borrower ending
on such date, PROVIDED that if four fiscal quarters of the Borrower have not
elapsed since the Closing Date, the Total Interest Expense of the Borrower for
the four consecutive fiscal quarters ending on such date shall be deemed to be
the aggregate interest expense for the fiscal quarters that have elapsed since
the Closing Date on an annualized basis, to be less than or equal to 4.00 to
1.00.

SS.9.5. TANGIBLE NET CAPITAL. The Borrower will not permit, as at the end
of any of the fiscal quarters set forth below, the combined Tangible Net Capital
of Xxxxxx Xxxxxxx and Sutro to be less than the percentage set forth opposite
such fiscal quarter below of the Total Commitment as at the end of such fiscal
quarter:

Fiscal Percentage of
Quarter Total Commitment
------- ----------------

September 30, 1997 50%
December 31, 1997 52%

March 31, 1998 56.5%
June 30, 1998 61%
September 30, 1998 65.5%
December 31, 1998 70%

March 31, 1999 73.75%
June 30, 1999 77.5%

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September 30, 1999 81.25%
December 31, 1999 85%

March 31, 2000 88.75%
June 30, 2000 92.5%
September 30, 2000 96.25%
December 31, 2000 and each 100.00%
fiscal quarter thereafter

SS.9.6. SUBSIDIARY LEVERAGE RATIO. The Borrower will not permit, as at the
last day of each fiscal quarter, the Subsidiary Leverage Ratio of any
Broker-Dealer Subsidiary to exceed 11 to 1.

SS.9.7. NET CAPITAL. The Borrower will not at any time permit (a) Xxxxxx
Xxxxxxx to have capital in an amount less than the amount of capital required to
be maintained by it under applicable net capital requirements PLUS $14,000,000
or (b) Sutro to have capital in an amount less than the amount of capital
required to be maintained by it under applicable net capital requirements PLUS
$5,000,000.

SS.9.8. CAPITAL EXPENDITURES. The Borrower will not make, and will not
permit its Subsidiaries to make, Capital Expenditures that exceed, in the
aggregate, an amount (the "Scheduled Capital Expenditures Amount") equal to (a)
$4,500,000 during the period from the Closing Date through December 31, 1997,
(b) $5,000,000 during the period from January 1, 1998 through December 31, 1998,
and (c) $6,000,000 during the period from January 1, 1999 through December 31,
1999 and (d) $7,000,000 in any fiscal year thereafter, PROVIDED that (i) if
during any period the amount of Capitalized Expenditures permitted for that
period is not so utilized, such unutilized amount may be utilized in the next
succeeding period so long as the aggregate amount of Capital Expenditures made
by the Borrower and its Subsidiaries in any fiscal year does not exceed
$10,000,000 and (ii) for purposes of calculating this covenant, Capital
Expenditures which are made with insurance proceeds paid with respect to any
casualty loss and which are made to replace the assets with respect to which
such insurance was paid shall be excluded. Notwithstanding the preceding
sentence, the Borrower and its Subsidiaries may also make Capital Expenditures
at any time in an amount not to exceed the sum of (i) 100% of the net proceeds
received by the Borrower from the sale by the Borrower of its Equity Securities
after the Closing Date, to the extent that such sale does not constitute an
Equity Issuance PLUS (ii) 50% of the Net Proceeds of any Equity Issuance, MINUS
the amount of any such proceeds which are used for Investments pursuant to
ss.8.3(j) hereof.

SS.10. CLOSING CONDITIONS. The obligations of the Banks to make the initial
Revolving Credit Loans shall be subject to the satisfaction of the following
conditions precedent on or before December 31, 1996:

SS.10.1. LOAN DOCUMENTS; ACQUISITION DOCUMENTS.

(a) Each of the Loan Documents shall have been duly executed and delivered
by the respective parties thereto, shall be in full force and effect and shall
be in form and

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substance satisfactory to each of the Banks. Each Bank shall have received a
fully executed copy of each such document.

(b) Each of the Acquisition Documents shall have been executed and
delivered by the respective parties thereto and be in full force and effect.
Each Bank shall be entitled to rely on the opinion delivered by Borrower's
counsel in connection with the Acquisition. Each Bank shall have received
certified copies of each of the Acquisition Documents.

SS.10.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from the Borrower, and each Active Subsidiary of the Borrower a
copy, certified by a duly authorized officer of such Person to be true and
complete on the Closing Date, of each of (a) its charter or other incorporation
documents as in effect on such date of certification, and (b) its by-laws as in
effect on such date.

SS.10.3 CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of its Subsidiaries
of this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

SS.10.4 INCUMBENCY CERTIFICATE. Each of the Banks shall have received from
the Borrower and each of its Active Subsidiaries an incumbency certificate,
dated as of the Closing Date, signed by a duly authorized officer of the
Borrower or such Active Subsidiary, and giving the name and bearing a specimen
signature of each individual who shall be authorized: (a) to sign, in the name
and on behalf of each of the Borrower of such Active Subsidiary, each of the
Loan Documents and to which the Borrower or such Active Subsidiary is or is to
become a party; (b) in the case of the Borrower, to make Loan Requests and
Conversion Requests; and (c) to give notices and to take other action on its
behalf under the Loan Documents.

SS.10.5 VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Agent a legal, valid and enforceable first (except for
Permitted Liens entitled to priority under applicable law) security interest in
the Collateral. All filings, recordings, deliveries of instruments and other
actions necessary or desirable in the opinion of the Agent to protect and
preserve such security interests shall have been duly effected. The Agent shall
have received evidence thereof in form and substance satisfactory to the Agent.

SS.10.6 LIEN SEARCH CERTIFICATES AND UCC SEARCH RESULTS. The Agent shall
have received from the Borrower and each of its Active Subsidiaries a completed
and fully executed lien search certificate and the results of UCC searches with
respect to its assets, indicating no liens other than Permitted Liens and
otherwise in form and substance satisfactory to the Agent.

SS.10.7. CERTIFICATES OF INSURANCE. The Agent shall have received a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and

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otherwise describing the insurance obtained in accordance with the provisions of
the Security Agreement.

SS.10.8. SOLVENCY CERTIFICATE. Each of the Banks shall have received an
officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower and its Subsidiaries following the consummation of the
transactions contemplated herein and the Acquisition and in form and substance
satisfactory to the Banks.

SS.10.9. OPINIONS OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable opinion addressed to the Banks and the Agent, dated as of
the Closing Date, in form and substance satisfactory to the Banks and the Agent
from each of Xxxxxxxx, Xxxxxxx & Xxxxxxx, a Professional Corporation counsel to
the Borrower and its Subsidiaries, and Xxxxxxx, Procter & Xxxx LLP, counsel to
the Borrower and its Subsidiaries with respect to investment advisory matters.

SS.10.10 PAYMENT OF FEES. The Borrower shall have paid to the Banks or the
Agent, as appropriate, the closing fee and the arrangement fee pursuant to
ss.4.1. hereof.

SS.10.11. CLOSING OF ACQUISITION. The Acquisition shall be simultaneously
duly consummated on the Closing Date in accordance with the Acquisition
Documents and none of the closing conditions or any of the other terms of the
Acquisition Documents shall have been waived by the parties thereto. After
giving effect to the Acquisition, the Borrower shall own all of the outstanding
shares of common stock of the Acquired Company, free and clear of all security
interests, liens and encumbrances, other than the security interest in favor of
the Agent pursuant to the Stock Pledge Agreement.

SS.10.12. CAPITAL CONTRIBUTIONS. The Agent shall have received evidence
satisfactory to the Agent that the Borrower has received a capital contribution
of no less than $75,000,000 in the aggregate consisting of (a) a capital
contribution from Xxx consisting of net cash proceeds to the Borrower of not
less than $35,000,000, (b) a capital contribution from SCP consisting of net
cash proceeds to the Borrower of not less than $7,500,000, and (c) a capital
contribution from the Employee Group consisting of net cash proceeds to the
Borrower of not less than $25,000,000, and that the Borrower has used all such
proceeds to consummate the Acquisition. The terms and conditions of all of the
above-described capital contributions to the Borrower shall be satisfactory to
the Banks in all respects.

SS.10.13. COMPLIANCE CERTIFICATE. The Borrower shall have delivered to the
Banks a Compliance Certificate dated the Closing Date and reflecting on a PRO
FORMA basis information accurate as of October 31, 1996.

SS.10.14. FEDERAL RESERVE FORMS U-1. The Borrower shall have completed,
executed and delivered to each Bank a Federal Reserve Form U-1 with respect to
the transactions contemplated herein.

SS.10.15. FINANCIAL CONDITION. The Banks shall have received the financial
statements referred to in ss.6.4.1 hereof, the Banks shall be satisfied that
such financial

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statements fairly present the business and financial condition of (a) the
Borrower and its Subsidiaries and (b) the Acquired Company and its Subsidiaries,
each as of the dates thereof and for the periods then ended, and the Banks shall
be satisfied with the assets and liabilities of the Borrower reflected in the
Pro Forma Balance Sheet. There shall have been no material adverse change in the
business, operations, assets, liabilities or financial condition of Acquired
Company and its Subsidiaries, taken as a whole, since the date of the financial
statements delivered to the Banks pursuant to ss.6.4.1 hereof.

SS.10.16. REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by the Borrower and the Guarantors in the Loan Documents or
otherwise made by or on behalf of the Borrower or the Guarantors in connection
therewith or after the date thereof shall have been true and correct in all
material respects.

SS.10.17. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement and the other Loan Documents
shall be satisfactory to the Agent and the Agent's Special Counsel in form and
substance, and the Agent shall have received all information and such
counterpart originals or certified copies of such documents and such other
certificates, opinions or documents as the Agent and the Agent's Special Counsel
may reasonably require.

SS.11. CONDITIONS TO ALL BORROWINGS. The obligations of the Banks to make
any Revolving Credit Loan whether on or after the Closing Date, shall also be
subject to the satisfaction of the following conditions precedent:

SS.11.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement and the other Loan Documents shall be true as
of the date as of which they were made and, except with respect to the
representation and warranty set forth in ss.6.2(a) hereof, shall also be true at
and as of the time of the making of such Revolving Credit Loan, with the same
effect as if made at and as of that time (except to the extent of changes
resulting from transactions contemplated or permitted by this Credit Agreement
and the other Loan Documents and changes occurring in the ordinary course of
business that singly or in the aggregate will not have a Material Adverse
Effect, and to the extent that such representations and warranties relate
expressly to an earlier date) and no Default or Event of Default shall have
occurred and be continuing.

SS.11.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it illegal for such Bank to make such Revolving Credit
Loan.

SS.11.3 GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

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SS.11.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Banks and to the Agent and the Agent's Special Counsel, and the
Banks, the Agent and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agent may reasonably request.

SS.12. EVENTS OF DEFAULT; ACCELERATION; ETC.

SS.12.1 EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("Events of Default" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "Defaults") shall occur:

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

(b) the Borrower shall fail to pay any interest on the Revolving
Credit Loans, the commitment fee, the Agent's fee, or other sums due
hereunder or under any of the other Loan Documents, within three (3) days
of the date when the same shall become due and payable, whether at the
stated date of maturity or any accelerated date of maturity or at any other
date fixed for payment;

(c) the Borrower shall fail to comply with any of its covenants
contained in ss.ss.5.3, 7, 8 or 9 hereof, (other than ss.7.7 or ss.7.14
hereof) or any of the covenants contained in any of the Security Documents;

(d) (i) the Borrower shall fail to comply with ss.7.7 or ss.7.14
hereof and such failure shall not be remedied for twenty (20) days or (ii)
the Borrower or any of its Subsidiaries shall fail to perform any term,
covenant or agreement contained herein or in any of the other Loan
Documents (other than those specified elsewhere in this ss.12) for twenty
(20) days after written notice of such failure has been given to the
Borrower by the Agent;

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

(f) the Borrower or any of its Subsidiaries shall fail to pay at
maturity, or within any applicable period of grace, any obligation for
borrowed money or credit received or in respect of any Capitalized Leases
in excess of $5,000,000, or fail to observe or perform any material term,
covenant or agreement contained in any agreement by which it is bound,
evidencing or securing borrowed money or credit received or in respect of
any Capitalized Leases in excess of $5,000,000 for such period of time as
would permit (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued

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thereunder to accelerate the maturity thereof and no waiver or forbearance
arrangement shall be in effect with respect thereto;

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

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

(i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any final,
nonappealable judgment against the Borrower or any of its Subsidiaries
that, with other outstanding final, nonappealable judgments, undischarged,
against the Borrower or any of its Subsidiaries exceeds in the aggregate
$1,000,000;

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

(k) the Borrower or any ERISA Affiliate incurs any liability upon the
termination of a Guaranteed Pension Plan to the PBGC or a Guaranteed

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Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding
$250,000 (provided that nothing in this clause shall preclude the Borrower
or any ERISA Affiliate from making contributions in contemplation of any
standard termination), the Borrower or any ERISA Affiliate is assessed
withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan
requiring aggregate annual payments exceeding $250,000, or any of the
following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA
Reportable Event, or a failure to make a required installment or other
payment (within the meaning of ss.302(f)(1) of ERISA), provided the Agent
determines in its reasonable discretion that such event (A) is likely to
result in liability of the Borrower to the PBGC or the Plan in an aggregate
amount exceeding $250,000, and (B) could constitute grounds for the
termination of such Plan by the PBGC, for the appointment by the
appropriate United States District Court of a trustee to administer such
Plan or for the imposition of a lien in favor of the Guaranteed Pension
Plan; (ii) the appointment by a United States District Court of a trustee
to administer such Plan; or (iii) the institution by the PBGC of
proceedings to terminate such Plan;

(l) the Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting any part of its
business and such order shall have a Material Adverse Effect;

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

(n) (i) at any time prior to a public offering of the Borrower's
Equity Securities under the Securities Act (A) Xxx shall, legally or
beneficially, own less than 33-1/3% of the Equity Securities of the
Borrower which it owns on the Closing Date, as adjusted pursuant to any
stock split, stock dividend or recapitalization or reclassification of the
capital of the Borrower, (B) Xxx shall fail to maintain representation on
the Board of Directors of the Borrower in the same proportion as its
representation on the Closing Date or fails to maintain its corporate
governance or control rights under ss.2 of the Stockholders Agreement, or
(C) Xxx shall, when the Consolidated Revenue of the Borrower and its
Subsidiaries attributable to the Advisory Agreements for the most recently
ended fiscal quarter exceeds 10% of all Consolidated Revenue of the
Borrower and its Subsidiaries for such fiscal quarter, cause an
"assignment" of the Advisory Agreements under the Investment Company Act or
the Advisers Act and such Advisory Agreements shall have not been extended
or replaced with other Advisory Agreements with terms not materially less
favorable to the Borrower and its Subsidiaries and applicable fee rates not
materially less than the previous terms and applicable fee rates or (ii) at
any time after a public offering of the Borrower's Equity Securities under
the Securities Act Xxx shall, legally or beneficially, own less than 25% of
the Equity Securities of the Borrower which it owns on the Closing Date, as
adjusted pursuant to any stock

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split, stock dividend or recapitalization or reclassification of the
capital of the Borrower; or

(o) any Guarantor denies that it has any liability or obligations
under the Loan Documents to which it is a party, or shall notify the Agent
or any Bank of the Guarantor's intention to attempt to cancel or terminate
the Guaranty to which it is a party or shall fail to observe any term,
covenant, condition or agreement under any Loan Document to which it is a
party;

then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Majority Banks shall, by notice in writing to
the Borrower declare all amounts owing with respect to this Credit Agreement,
the Notes and the other Loan Documents to be, and they shall thereupon forthwith
become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived by the
Borrower; PROVIDED that in the event of any Event of Default specified in
ss.ss.12.1(g) or 12.1(h) hereof, all such amounts shall become immediately due
and payable automatically and without any requirement of notice from the Agent
or any Bank.

SS.12.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in ss.ss.12.1(g) or 12.1(h) hereof shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the Banks
shall be relieved of all obligations to make Revolving Credit Loans to the
Borrower. If any other Event of Default shall have occurred and be continuing,
or if on any Drawdown Date the conditions precedent to the making of the
Revolving Credit Loans to be made on such Drawdown Date are not satisfied, the
Agent may and, upon the request of the Majority Banks, shall, by notice to the
Borrower, terminate the unused portion of the credit hereunder, and upon such
notice being given such unused portion of the credit hereunder shall terminate
immediately and each of the Banks shall be relieved of all further obligations
to make Revolving Credit Loans. If any such notice is given to the Borrower the
Agent will forthwith furnish a copy thereof to each of the Banks. No termination
of the credit hereunder shall relieve the Borrower of any of the Obligations or
any of its existing obligations to any of the Banks arising under other
agreements or instruments.

SS.12.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Revolving Credit Loans pursuant to ss.12.1
hereof, each Bank, if owed any amount with respect to the Revolving Credit
Loans, may, with the consent of the Majority Banks but not otherwise, proceed to
protect and enforce its rights by suit in equity, action at law or other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Bank are evidenced,
including as permitted by applicable law the obtaining of the EX PARTE
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. No remedy herein conferred upon any Bank
or the Agent or the holder of any Note is intended to be exclusive of any other
remedy and each and every remedy shall be cumulative and shall be in addition to
every other remedy given

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hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

SS.12.4. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that following
the occurrence and during the continuance of any Event of Default, the Agent or
any Bank, as the case may be, receives any monies in connection with the
enforcement of any the Security Documents, or otherwise with respect to the
realization upon any of the Collateral, such monies shall be distributed for
application as follows:

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

(b) SECOND, to all other Obligations in such order or preference as
the Majority Banks may determine; PROVIDED, HOWEVER, that distributions in
respect of such Obligations shall be made (i) PARI PASSU among Obligations
with respect to the Agent's fee payable under ss.4.2 hereof and all other
Obligations and (ii) Obligations owing to the Banks with respect to each
type of Obligation such as interest, principal, fees and expenses, shall be
made among the Banks PRO RATA; and PROVIDED, FURTHER, that the Agent may in
its discretion make proper allowance to take into account any Obligations
not then due and payable;

(c) THIRD, upon payment and satisfaction in full or other provisions
for payment in full satisfactory to the Banks and the Agent of all of the
Obligations, to the payment of any obligations required to be paid pursuant
to ss.9-504(1)(c) of the Uniform Commercial Code of the Commonwealth of
Massachusetts; and

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

SS.13. SETOFF. Regardless of the adequacy of any collateral, during the
continuance of any Event of Default, any deposits or other sums credited by or
due from any of the Banks to the Borrower and any securities or other property
of the Borrower in the possession of such Bank may be applied to or set off by
such Bank against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees
with each other Bank that (a) if an amount to be set off is to be applied to
Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by
the Note held by such Bank, such amount shall be applied ratably to such other
Indebtedness and to the Indebtedness evidenced by the Note held by such Bank,
and (b) if such Bank shall receive from the Borrower, whether by voluntary
payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Note held by such Bank by

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proceedings against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Note held by such
Bank any amount in excess of its ratable portion of the payments received by all
of the Banks with respect to the Notes held by all of the Banks, such Bank will
make such disposition and arrangements with the other Banks with respect to such
excess, either by way of distribution, PRO TANTO assignment of claims,
subrogation or otherwise as shall result in each Bank receiving in respect of
the Note held by its proportionate payment as contemplated by this Credit
Agreement; PROVIDED that if all or any part of such excess payment is thereafter
recovered from such Bank, such disposition and arrangements shall be rescinded
and the amount restored to the extent of such recovery, but without interest.

SS.14. THE AGENT.

SS.14.1. AUTHORIZATION.

(a) The Agent is authorized to take such action on behalf of each of
the Banks and to exercise all such powers as are hereunder and under any of
the other Loan Documents and any related documents delegated to the Agent,
together with such powers as are reasonably incident thereto, PROVIDED that
no duties or responsibilities not expressly assumed herein or therein shall
be implied to have been assumed by the Agent. The Co-Agent shall have no
rights or responsibilities under this Credit Agreement or any of the other
Loan Documents.

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

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

SS.14.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and

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to rely on, advice of counsel concerning all matters pertaining to its rights
and duties under this Credit Agreement and the other Loan Documents. After an
Event of Default has occurred and is continuing, the Agent may utilize the
services of such Persons as the Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrower.

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

SS.14.4. NO REPRESENTATIONS. The Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Notes, any
of the other Loan Documents or any instrument at anytime constituting, or
intended to constitute, collateral security for the Notes, or for the value of
any such collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the Notes, or for any
recitals or statements, warranties or representations made herein or in any of
the other Loan Documents or in any certificate or instrument hereafter furnished
to it by or on behalf of the Borrower or any of its Subsidiaries, or be bound to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or in any instrument at any time
constituting, or intended to constitute, collateral security for the Notes or to
inspect any of the properties, books or records of the Borrower or any of its
Subsidiaries. The Agent shall not be bound to ascertain whether any notice,
consent, waiver or request delivered to it by the Borrower or any holder of any
of the Notes shall have been duly authorized or is true, accurate and complete.
The Agent has not made nor does it now make any representations or warranties,
express or implied, nor does it assume any liability to the Banks, with respect
to the credit worthiness or financial conditions of the Borrower or any of its
Subsidiaries. Each Bank acknowledges that it has, independently and without
reliance upon the Agent or any other Bank, and based upon such information and
documents as it has deemed appropriate, made its own credit analysis and
decision to enter into this Credit Agreement.

SS.14.5. PAYMENTS.

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

SS.14.5.2. DISTRIBUTION BY AGENT. If in the opinion of the Agent the
distribution of any amount received by it in such capacity hereunder, under
the

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

SS.14.5.3. DELINQUENT BANKS. Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Bank that fails (a) to make available to the Agent its PRO RATA share of
any Revolving Credit Loan or (b) to comply with the provisions of ss.13
hereof with respect to making dispositions and arrangements with the other
Banks, where such Bank's share of any payment received, whether by setoff
or otherwise, is in excess of its PRO RATA share of such payments due and
payable to all of the Banks, in each case as, when and to the full extent
required by the provisions of this Credit Agreement, shall be deemed
delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank
until such time as such delinquency is satisfied. A Delinquent Bank shall
be deemed to have assigned any and all payments due to it from the
Borrower, whether on account of outstanding Revolving Credit Loans,
interest, fees or otherwise, to the remaining nondelinquent Banks for
application to, and reduction of, their respective PRO RATA shares of all
outstanding Revolving Credit Loans. The Delinquent Bank hereby authorizes
the Agent to distribute such payments to the nondelinquent Banks in
proportion to their respective PRO RATA shares of all outstanding Revolving
Credit Loans. A Delinquent Bank shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the assigned
payments to all outstanding Revolving Credit Loans of the nondelinquent
Banks, the Banks' respective PRO RATA shares of all outstanding Revolving
Credit Loans have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such
delinquency.

SS.14.6. HOLDERS OF NOTES. The Agent may deem and treat the payee of any
Note as the absolute owner thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder.

SS.14.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Agent has not been reimbursed by the Borrower as
required by ss.15 hereof), and liabilities of every nature and character arising
out of or related to this Credit Agreement, the Notes, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Agent's actions taken hereunder or thereunder, except to the extent that any
of the same shall be directly caused by the Agent's willful misconduct or gross
negligence.

SS.14.8. AGENT AS BANK. In its individual capacity, FNBB shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment

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and the Revolving Credit Loans made by it, and as the holder of any of the
Notes, as it would have were it not also the Agent.

SS.14.9. RESIGNATION. The Agent may resign at any time by giving sixty (60)
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
Agent. Unless a Default or Event of Default shall have occurred and be
continuing, such successor Agent shall be reasonably acceptable to the Borrower.
If no successor Agent shall have been so appointed by the Majority Banks and
shall have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Banks, appoint a successor Agent, which shall be a financial institution
having a rating of not less than A or its equivalent by Standard & Poor's
Corporation. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Agent.

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

SS.15. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) the reasonable fees,
expenses and disbursements of the Agent's Special Counsel and any local counsel
to the Agent incurred in connection with the preparation, of the Loan Documents
and other instruments mentioned herein, each closing hereunder, and amendments,
modifications, approvals, consents or waivers hereto or hereunder and any
termination hereof, (c) the fees, expenses and disbursements of the Agent
incurred by the Agent in connection with the preparation of the Loan Documents
and other instruments mentioned herein, (d) all reasonable out-of-pocket
expenses (including without limitation reasonable attorneys' fees and costs,
which attorneys may be employees of any Bank or the Agent, and reasonable
consulting, accounting, appraisal, investment banking and similar professional
fees and charges) incurred by any Bank or the Agent in connection with (i) the
enforcement of or preservation of rights under any of the Loan Documents against
the Borrower or any of its Subsidiaries or the administration thereof after the
occurrence of a Default or an Event of Default and (ii) any litigation,
proceeding or dispute whether arising hereunder or otherwise, in any way related
to any Bank's or the Agent's relationship with the Borrower or any of its
Subsidiaries and (e) all reasonable fees, expenses and disbursements of any Bank
or the Agent incurred in connection with UCC searches, UCC filings or mortgage
recordings. The covenants

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of this ss.15 shall survive payment or satisfaction of payment of amounts owing
with respect to the Notes.

SS.16. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Agent and the Banks from and against any and all claims, actions and suits
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out of this
Credit Agreement or any of the other Loan Documents or the transactions
contemplated hereby including, without limitation, (a) any actual or proposed
use by the Borrower or any of its Subsidiaries of the proceeds of any of the
Revolving Credit Loans; (b) any actual or alleged infringement of any patent,
copyright, trademark, service xxxx or similar right of the Borrower comprised in
the Collateral, (c) the Borrower or any of its Subsidiaries entering into or
performing this Credit Agreement or any of the other Loan Documents or (d) with
respect to the Borrower and its Subsidiaries and their respective properties and
assets, the violation of any Environmental Law, the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or threatened release
of any Hazardous Substances or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Substances (including, but
not limited to claims with respect to wrongful death, personal injury or damage
to property), in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Banks and the Agent shall be
entitled to select their own counsel and, in addition to the foregoing
indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses
of such counsel. If, and to the extent that the obligations of the Borrower
under this ss.16 are unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment in satisfaction of such obligations
which is permissible under applicable law. The covenants contained in this ss.16
shall survive payment of satisfaction in full of all other obligations.

SS.17. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have
been relied upon by the Banks and the Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Banks of the Revolving Credit Loans, as herein contemplated, and shall continue
in full force and effect so long as any amount due under this Credit Agreement
or the Notes or any of the other Loan Documents remains outstanding or any Bank
has any obligation to make any Revolving Credit Loans, and for such further time
as may be otherwise expressly specified in this Credit Agreement. All statements
contained in any certificate or other paper delivered to any Bank or the Agent
at any time by or on behalf of the Borrower or any of its Subsidiaries pursuant
hereto or in connection with the transactions contemplated hereby shall
constitute representations and warranties by the Borrower or such Subsidiary
hereunder.

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SS.18. ASSIGNMENT AND PARTICIPATION.

SS.18.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each
Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Revolving Credit Loans at the time owing to it) and the Notes held by it;
PROVIDED that (a) each of the Agent and, unless a Default or Event of Default
shall have occurred and be continuing, the Borrower shall have given its prior
written consent to such assignment, which consent, in each case, will not be
unreasonably withheld, (b) each such assignment shall be of a constant, and not
a varying, percentage of all the assigning Bank's rights and obligations under
this Credit Agreement, (c) each assignment shall be in a minimum amount of
$5,000,000; (d) FNBB and its Affiliates shall at all times maintain a Commitment
Percentage of at least 11.7647%; (e) The Bank of New York and its Affiliates
shall at all times maintain a Commitment Percentage of at least 11.7647%; and
(f) the parties to such assignment shall execute and deliver to the Agent, for
recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of EXHIBIT I attached hereto (an
"Assignment and Acceptance"), together with any Notes subject to such
assignment. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution
thereof, (i) the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of a
Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in
such assignment and upon payment to the Agent of the registration fee referred
to in ss.18.3, be released from its obligations under this Credit Agreement.

SS.18.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS. By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

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

(b) the assigning Bank makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower
and its Subsidiaries or any other Person primarily or secondarily liable in
respect of any of the Obligations, or the performance or observance by the
Borrower and its Subsidiaries or any other Person primarily or secondarily
liable in respect of any of the Obligations of any of their obligations
under this

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Credit Agreement or any of the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto;

(c) such assignee confirms that it has received a copy of this Credit
Agreement, together with copies of the most recent financial statements
referred to in ss.ss.6.4 and 7.4 hereof and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance;

(d) such assignee will, independently and without reliance upon the
assigning Bank, the 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 Credit
Agreement;

(e) such assignee represents and warrants that it is an Eligible
Assignee;

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

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

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

SS.18.3. REGISTER. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register") for
the recordation of the names and addresses of the Banks and the Commitment
Percentage of, and principal amount of the Revolving Credit Loans owing to the
Banks from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Agent and the Banks may treat
each Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Credit Agreement. The Register shall be available for
inspection by the Borrower and the Banks at any reasonable time and from time to
time upon reasonable prior notice. Upon each such recordation, the assigning
Bank agrees to pay to the Agent a registration fee in the sum of $2,500.

SS.18.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Banks
(other than the assigning Bank). Within five (5) Business Days after receipt of
such notice, the Borrower, at its own expense, shall execute and deliver to the
Agent, in exchange for each surrendered Note, a new Note to the order of such
Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and

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Acceptance and, if the assigning Bank has retained some portion of its
obligations hereunder, a new Note to the order of the assigning Bank in an
amount equal to the amount retained by it hereunder. Such new Notes shall
provide that they are replacements for the surrendered Notes, shall be in an
aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of the assigned
Notes. Within five (5) days of issuance of any new Notes pursuant to this
ss.18.4, the Borrower shall deliver an opinion of counsel, addressed to the
Banks and the Agent, relating to the due authorization, execution and delivery
of such new Notes and the legality, validity and binding effect thereof, in form
and substance satisfactory to the Banks. The surrendered Notes shall be
cancelled and returned to the Borrower.

SS.18.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; PROVIDED
that (a) each such participation shall be in an amount of not less than
$5,000,000 (b) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Revolving Credit Loans, extend the term
or increase the Commitment Amount of such Bank as it relates to such
participant, reduce the amount of any commitment fees to which such participant
is entitled or extend any regularly scheduled payment date for principal or
interest.

SS.18.6. DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
PROVIDED that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information unless such
information otherwise becomes public knowledge, (b) not to disclose such
information to a third party, except as required by law or legal process and (c)
not to make use of such information for purposes of transactions unrelated to
such contemplated assignment or participation.

SS.18.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall
have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to ss.ss.12.1 or 12.2
hereof, and the determination of the Majority Banks shall for all purposes of
this Credit Agreement and the other Loan Documents be made without regard to
such assignee Bank's interest in any of the Revolving Credit Loans. If any Bank
sells a participating interest in any of the Revolving Credit Loans to a
participant, and such participant is the Borrower or an Affiliate of the
Borrower, then such transferor Bank shall promptly notify the Agent of the sale
of such

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participation. A transferor Bank shall have no right to vote as a Bank hereunder
or under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or modifications to any of the
Loan Documents or for purposes of making requests to the Agent pursuant to
ss.ss.12.1 or 12.2 hereof to the extent that such participation is beneficially
owned by the Borrower or any Affiliate of the Borrower, and the determination of
the Majority Banks shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such transferor Bank in
the Revolving Credit Loans to the extent of such participation.

SS.18.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to ss.16 hereof with respect to any
claims or actions arising prior to the date of such assignment. If any assignee
Bank is not incorporated under the laws of the United States of America or any
state thereof, it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Agent certification as to its exemption from
deduction or withholding of any United States federal income taxes. If the
Reference Bank transfers all of its interest, rights and obligations under this
Credit Agreement, the Agent shall, in consultation with the Borrower and with
the consent of the Borrower and the Majority Banks, appoint another Bank to act
as the Reference Bank hereunder. Anything contained in this ss.18 to the
contrary notwithstanding, any Bank may at any time pledge all or any portion of
its interest and rights under this Credit Agreement (including all or any
portion of its Notes) to any of the twelve Federal Reserve Banks organized under
ss.4 of the Federal Reserve Act, 12 U.S.C. ss.341. No such pledge or the
enforcement thereof shall release the pledgor Bank from its obligations
hereunder or under any of the other Loan Documents.

SS.18.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks.

SS.19. NOTICES, ETC. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes shall be in writing and shall be
delivered in hand, mailed by United States registered or certified first class
mail, postage prepaid, sent by overnight courier, or sent by telegraph,
telecopy, telefax or telex and confirmed by delivery via courier or postal
service, addressed as follows:

(a) if to the Borrower, c/o Freedom Securities Corporation, One World
Financial Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxx XxXxx, or at such other address for notice as the Borrower shall last
have furnished in writing to the Person giving the notice, with copies to
(i) Xxxxxx X. Xxx Company, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxxx and (ii) Xxxxxxxx, Xxxxxxx & Xxxxxxx, 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx Xxxxxx, Esq.;

(b) if to the Agent, at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, XXX, Attention: Xxxxx Xxxxx, Managing Director or such other address
for notice

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as the Agent shall last have furnished in writing to the Person giving the
notice, with a copy to Xxxxxxx, Xxxx & Xxxxx LLP, 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Lea Xxxx Xxxxxxxxxx, Esq.; and

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

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

SS.20. GOVERNING LAW. THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN
DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS.19
HEREOF. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
BROUGHT IN AN INCONVENIENT COURT.

SS.21. HEADINGS. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

SS.22. COUNTERPARTS. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of
which together shall constitute one instrument. In proving this Credit Agreement
it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.

SS.23. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in ss.25 hereof.

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SS.24. WAIVER OF JURY TRIAL. The Borrower hereby waives its right to a jury
trial with respect to any action or claim arising out of any dispute in
connection with this Credit Agreement, the Notes or any of the other Loan
Documents, any rights or obligations hereunder or thereunder or the performance
of such rights and obligations. Except as prohibited by law, the Borrower hereby
waives any right it may have to claim or recover in any litigation referred to
in the preceding sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. The
Borrower (a) certifies that no representative, agent or attorney of any Bank or
the Agent has represented, expressly or otherwise, that such Bank or the Agent
would not, in the event of litigation, seek to enforce the foregoing waivers and
(b) acknowledges that the Agent and each of the Banks have been induced to enter
into this Credit Agreement and the other Loan Documents to which it is a party
by, among other things, the waivers and certifications contained herein.

SS.25. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly
provided in this Credit Agreement, any consent or approval required or permitted
by this Credit Agreement to be given by one or more or all of the Banks may be
given, and any term of this Credit Agreement or of any other instrument related
hereto or mentioned herein may be amended, and the performance or observance by
the Borrower of any terms of this Credit Agreement or such other instrument or
the continuance of any Default or Event of Default may be waived (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Borrower and the written consent
of the Majority Banks. Notwithstanding the foregoing, the rate of interest on
the Notes (other than interest accruing pursuant to ss.4.12 following the
effective date of any waiver by the Majority Banks of the Default or Event of
Default relating thereto), the maturity of the Notes, the Commitment Amount or
the Commitment Percentages of the Banks, and the amount of commitment fee
hereunder may not be changed without the written consent of the Borrower and the
written consent of each Bank affected thereby; the definition of Majority Banks
and this ss.25 may not be amended, no Guarantor may be released of its
obligations under the Guaranty, and the Agent's lien on the Collateral may not
be released without the written consent of all of the Banks; and the amount of
the Agent's fee and ss.14 hereof may not be amended without the written consent
of the Agent. No waiver shall extend to or affect any obligation not expressly
waived or impair any right consequent thereon. No course of dealing or delay or
omission on the part of any Bank in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon
the Borrower shall entitle the Borrower to other or further notice or demand in
similar or other circumstances.

SS.26. SEVERABILITY. The provisions of this Credit Agreement are severable
and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

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

JHFSC ACQUISITION CORP.

By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Title:

THE BANK OF NEW YORK, individually
and as Co-Agent

By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Title: V.P.

FLEET NATIONAL BANK

By: /s/ Duly Authorized
-----------------------------------
Title: Vice President

CREDIT LYONNAIS NEW YORK BRANCH

By: /s/ Xxxxxxxxx Xxxxx
-----------------------------------
Title: Xxxxxxxxx Xxxxx
First Vice President

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Table of Contents

1 Exhibit 10.3 REVOLVING CREDIT AGREEMENT -------------------------- Dated as of November 29, 1996

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