Fifth Amendment To The Amended & Restated Credit

FIFTH AMENDMENT AND LIMITED WAIVER TO THE
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AMENDED AND RESTATED CREDIT AGREEMENT
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THIS FIFTH AMENDMENT AND LIMITED WAIVER TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated effective as of October 12, 2000, is among
--------- RENAISSANCE WORLDWIDE, INC. ("Borrower"), a Massachusetts corporation, each of
-------- the banks or other lending institutions which is a party hereto (individually, each a "Lender", and collectively the "Lenders") and BANK OF AMERICA, N.A., as
------ ------- administrative agent for the Lenders (in such capacity, the "Administrative
-------------- Agent"). -----


RECITALS:


Borrower, the Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of July 15, 1999 (as amended, restated, or modified from time to time, the "Credit Agreement").
---------------- Borrower has requested that certain provisions of the Credit Agreement be amended and/or waived in certain respects, and Administrative Agent and the Lenders are willing to comply with such request as set forth herein.


NOW, THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE 1


Definitions
-----------


Section 1.1 Definitions. Capitalized terms used in this Amendment, to the
----------- extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement, as amended hereby.


ARTICLE 2


Fifth Amendment
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Section 2.1 Addition of Definition. Section 1.1 of the Credit Agreement
---------------------- ----------- is hereby amended by adding thereto in proper alphabetical order the definitions of "Fifth Amendment", "The Hunter Group Dispositions" and "The Hunter Group Stock Purchase Agreement", each to read in their entirety as follows:


"Fifth Amendment" means that certain Fifth Amendment and Limited
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Waiver to the Amended and Restated Credit Agreement dated effective as of
October 12, 2000 among Borrower, the Administrative Agent and the Lenders.


"The Hunter Group Dispositions" means, in aggregate, the dispositions
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of The Hunter Group, Inc., a Maryland corporation, Renaissance Worldwide
Consulting Private Limited, an India corporation, and each of their
respective Subsidiaries and certain related Property, all as more fully
described in The Hunter Group Stock Purchase Agreement, to Cedar USA
Holdings, Inc., a Delaware corporation, on or prior to October 27, 2000 for
aggregate Net Proceeds of no less than Sixty-Five Million Dollars
($65,000,000).


"The Hunter Group Stock Purchase Agreement" means that certain Stock
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Purchase Agreement, dated as of September 20, 2000, among Cedar USA
Holdings, Inc., a Delaware corporation, Cedar Group Plc, a United Kingdom
corporation, and Borrower, a final copy of which as executed has been
delivered to the Administrative Agent.


Section 2.2 Amendment to Definition of Revolving Commitment. The final
----------------------------------------------- sentence of the definition of "Revolving Commitment" appearing in Section 1.1 of
----------- the Credit Agreement is hereby amended to read in its entirety as follows:


The aggregate amount of all the Revolving Commitments as of the effective
date of the Fifth Amendment equals Sixty-Five Million Dollars
($65,000,000).


Section 2.3 Amendment to Schedule 1.1. Schedule 1.1 of the Credit
------------------------- ------------ Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit "A" to this Amendment. -----------


Section 2.4 Amendment to Section 2.7. Clause (c) of Section 2.7 of the
------------------------ ---------- ----------- Credit Agreement is hereby amended by deleting the penultimate sentence thereof in its entirety.


Section 2.5 Amendment to Section 4.2. Section 4.2 of the Credit Agreement
------------------------ ----------- is hereby amended by adding the following sentence to end thereof to read in its entirety as follows:


Notwithstanding anything to contrary contained herein, upon consummation of
The Hunter Group Dispositions, delivery to the Administrative Agent of the
L/C Cash Collateral (as such term is defined in Section 11.8) and
------------
prepayment by Borrower of the Loans in full, all as set forth in clause
------
(vii) of Section 11.8 of this Agreement, the L/C Fee Rate shall
----- ------------
automatically be adjusted to be one-half of one percent (0.50%) per annum
and the applicable fee (as calculated as set forth in, and as required to
be paid by, Section 2.7(c)) shall be paid to the Administrative Agent
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solely for the account of the Issuing Bank (as such term is defined in
Section 11.8).
------------


Section 2.6 Amendments to Section 11.8. Section 11.8 of the Credit
-------------------------- ------------ Agreement is hereby amended by changing the word "and" at the end of clause (v)
---------- thereof to a comma, by changing the period at the end of clause (vi) to the word
----------- "and" and by adding thereafter the following clause (vii) to read in its
------------ entirety as follows:


(vii) The Hunter Group Dispositions; provided, however, that The Hunter
-------- -------
Group Dispositions are permitted only on the conditions that,
contemporaneously with or prior to the closing of such dispositions, the
Net Proceeds thereof be applied in amounts necessary for Borrower to (A)
pledge to the Administrative Agent as security for the Reimbursement
Obligations of the Issuing Bank (as defined below), pursuant to agreements
in form and substance satisfactory to the Administrative Agent, an amount
in immediately available funds equal to the then outstanding Letter of
Credit Liabilities arising in connection with the Letters of Credit
identified on Exhibit "B" to the Fifth Amendment (as used only in this
-----------
Section 11.8, the "Current L/Cs"), such funds to be held in a cash
------------ ------------
collateral account by the Administrative Agent for the benefit of the
Issuing Bank without any right of withdrawal by Borrower (as used only in
this Section 11.8, the "L/C Cash Collateral"), such account to bear
------------ -------------------
interest at a standard and customary rate for time deposits, and (B) prepay
the Loans in full.


The prepayment of the Loans in full as set forth in clause (vii) shall
------------
ipso facto constitute the permanent and irrevocable termination of all
Commitments of the Lenders under the Loan Documents other than the
Reimbursement Obligations of Bank of America in its capacity as the issuer
of each of the Current L/Cs (as used only in this Section 11.8, in such
------------
capacity the "Issuing Bank"). Contemporaneously with the receipt by the
------------
Administrative Agent of the L/C Cash Collateral and the prepayment of the
Loans in full as set forth in clause (vii), the Liens of the Administrative
------------
Agent and the Lenders against all Collateral other than the Liens of the
Administrative Agent (for the benefit of the Issuing Bank) in the L/C Cash
Collateral shall be released. At any time during which the Current L/Cs
are outstanding, all provisions of the Loan Documents relating to the L/C
Cash Collateral, the Current L/Cs, the Reimbursement Obligations of the
Issuing Bank, and the outstanding Letter of Credit Liabilities arising in
connection with the Current L/Cs shall remain in full force and effect as
between the Loan Parties, the Administrative Agent and the Issuing Bank.


Upon return of the Current L/Cs to the Issuing Bank and upon delivery
to the Issuing Bank of any other documentation reasonably requested by the
Issuing Bank evidencing termination of the Letter of Credit Liabilities
related thereto, the Liens of the Administrative Agent (for the benefit of
the Issuing Bank) in the L/C Cash Collateral shall be released and all L/C
Cash Collateral remaining after payment of any Reimbursement Obligations
(if any) of the Issuing Bank shall be returned to Borrower. At such time,
all remaining Commitments of the Administrative Agent, Bank of America and
the Issuing Bank shall permanently and irrevocably terminate.


Notwithstanding any of the foregoing, all provisions of the Loan
Documents which by their terms survive prepayment of the Loans and/or
termination of the Commitments shall remain in full force and effect.


ARTICLE 3


Limited Waiver
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Section 3.1 Waiver.
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(a) The Borrower's failure to timely deliver the monthly
financial statements and Compliance Certificate required, respectively, by
subsections 10.1(b) and (c) of the Credit Agreement is hereby w ...