REVOLVING CREDIT AGREEMENT
Dated as of October 6, 1997
TSR CONSULTING SERVICES, INC.,
CATCH 21/ENTERPRISES INCORPORATED
THE CHASE MANHATTAN BANK
REVOLVING CREDIT AGREEMENT dated as of October 6, 1997 ("the "Agreement") among TSR
CONSULTING SERVICES, INC. a New York corporation (the "Borrower"), TSR, INC. (the "Parent") and
CATCH 21/ENTERPRISES INCORPORATED (collectively with the Parent and any other parties hereafter
becoming guarantors hereunder in accordance with Section 5.10 hereof, the "Guarantors") and THE CHASE
MANHATTAN BANK, a New York banking corporation (the "Bank").
WHEREAS, the Borrower has requested the Bank to extend credit to it on a revolving credit basis at any time
and from time to time prior to the Expiration Date (as defined below) by making Loans to the Borrower not in
excess of $5,000,000 in the aggregate at any time outstanding, the proceeds of which shall be used by the
Borrower to finance in part the working capital requirements of the Borrower and the Guarantors; and
WHEREAS, the Bank is willing to extend such credit to the Borrower, subject to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing the parties hereto agree to the following:
SECTION 1.01. Definitions. As used herein, the terms defined in the preamble shall have the same meaning
when used in this Agreement and the following words and terms shall have the following meanings:
"Account" or "Accounts" shall have the meaning set forth in the Security Agreements.
"Adjusted Eurodollar Rate" shall mean, with respect to any Eurodollar Loan for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the product of (i) the Eurodollar
Rate in effect for such Interest Period and (ii) Eurodollar Reserves. For the purposes hereof, "Eurodollar Rate"
shall mean, for any Interest Period, the rate (rounded upwards, if necessary to the nex