BOSTON SCIENTIFIC CORP
CREDIT AGREEMENT DATED MAY 30, 2003
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibit10-1_12108.txt
<DESCRIPTION>CREDIT AGREEMENT DATED MAY 30, 2003
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

 ===============================================================================

                                    FORM OF

                                  $600,000,000

                                CREDIT AGREEMENT

                                      AMONG

                         BOSTON SCIENTIFIC CORPORATION,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                             BANK OF AMERICA, N.A.,
              THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
                         DEUTSCHE BANK SECURITIES INC.,
                               FLEET NATIONAL BANK
                                       AND
                               ABN AMRO BANK, N.V.
                             AS SYNDICATION AGENTS,

                           J.P. MORGAN SECURITIES INC.
                                       AND
                         BANC OF AMERICA SECURITIES LLC
                  AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

                                       AND

                              JPMORGAN CHASE BANK,
                             AS ADMINISTRATIVE AGENT

                            DATED AS OF MAY 30, 2003
                           (AMENDING AND RESTATING THE
                   CREDIT AGREEMENT DATED AS OF MAY 31, 2002)

================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
                                TABLE OF CONTENTS


TABLE OF CONTENTS.............................................................i


Section 1. DEFINITIONS........................................................1

   1.1    Defined Terms.......................................................1
   1.2    Other Definitional Provisions......................................23

Section 2. AMOUNT AND TERMS OF COMMITMENTS...................................23

   2.1    Revolving Credit Commitments.......................................23
   2.2    Procedure for Revolving Credit Borrowing...........................24
   2.3    Swingline Commitment...............................................24
   2.4    Procedure for Swingline Borrowing; Refunding of Swingline Loans....25
   2.5    Facility Fee.......................................................26
   2.6    Termination or Reduction of Commitments............................26
   2.7    Repayment of Revolving Credit Loans................................27
   2.8    CAF Advances.......................................................27
   2.9    Procedure for CAF Advance Borrowing................................27
   2.10   Repayment of CAF Advances..........................................30
   2.11   Certain Restrictions with Respect to CAF Advances..................30
   2.12   Multicurrency Commitments..........................................30
   2.13   Repayment of Multicurrency Loans...................................31
   2.14   Procedure for Multicurrency Borrowing..............................31
   2.15   Termination or Reduction of Multicurrency Commitments..............31
   2.16   Borrowings of Revolving Credit Loans and Refunding of Loans........32
   2.17   Increase of Commitments............................................34

Section 3. CERTAIN PROVISIONS APPLICABLE TO THE LOANS........................34

   3.1    Optional and Mandatory Prepayments.................................34
   3.2    Conversion and Continuation Options................................35
   3.3    Minimum Amounts and Maximum Number of Tranches.....................36
   3.4    Interest Rates and Payment Dates...................................36
   3.5    Computation of Interest and Fees...................................37
   3.6    Inability to Determine Interest Rate...............................37
   3.7    Pro Rata Treatment and Payments....................................38
   3.8    Illegality.........................................................39
   3.9    Requirements of Law................................................40
   3.10   Taxes..............................................................41
   3.11   Indemnity..........................................................42
   3.12   Change of Lending Office; Removal of Lender........................43
   3.13   Evidence of Debt...................................................43

<PAGE>

Section 4. LOCAL CURRENCY FACILITIES.........................................44

   4.1    Terms of Local Currency Facilities.................................44
   4.2    Reporting of Local Currency Outstandings...........................46

Section 5. LETTERS OF CREDIT.................................................46

   5.1    L/C Commitment.....................................................46
   5.2    Procedure for Issuance of Letter of Credit.........................47
   5.3    Fees and Other Charges.............................................47
   5.4    L/C Participations.................................................48
   5.5    Reimbursement Obligation of the Borrower...........................49
   5.6    Obligations Absolute...............................................49
   5.7    Letter of Credit Payments..........................................49
   5.8    Applications.......................................................50
   5.9    Letters of Credit Denominated in Currencies
           Other than Dollars................................................50

Section 6. REPRESENTATIONS AND WARRANTIES....................................50

   6.1    Financial Condition................................................50
   6.2    No Change..........................................................51
   6.3    Corporate Existence; Compliance with Law...........................51
   6.4    Corporate Power; Authorization; Enforceable Obligations............51
   6.5    No Legal Bar.......................................................52
   6.6    No Material Litigation.............................................52
   6.7    No Default.........................................................52
   6.8    Intellectual Property..............................................52
   6.9    Taxes..............................................................52
   6.10   Federal Regulations................................................53
   6.11   ERISA..............................................................53
   6.12   Investment Company Act; Other Regulations..........................53
   6.13   Purpose of Loans...................................................53
   6.14   Environmental Matters..............................................53
   6.15   Disclosure.........................................................54

Section 7. CONDITIONS PRECEDENT..............................................55

   7.1    Conditions to Initial Loans and Letters of Credit..................55
   7.2    Conditions to Each Loan and Letter of Credit.......................56
   7.3    Conditions to Term-Out.............................................56

Section 8. AFFIRMATIVE COVENANTS.............................................56

   8.1    Financial Statements...............................................57
   8.2    Certificates; Other Information....................................57
   8.3    Payment of Obligations.............................................58
   8.4    Conduct of Business and Maintenance of Existence...................58
   8.5    Maintenance of Property; Insurance.................................58
   8.6    Inspection of Property; Books and Records; Discussions.............58
   8.7    Notices............................................................58

                                      -ii-
<PAGE>

Section 9. NEGATIVE COVENANTS................................................59

   9.1    Financial Covenants................................................59
   9.2    Limitation on Liens................................................59
   9.3    Limitation on Indebtedness.........................................60
   9.4    Limitation on Fundamental Changes..................................61

Section 10. EVENTS OF DEFAULT................................................61


Section 11. THE AGENTS.......................................................64

   11.1   Appointment........................................................64
   11.2   Delegation of Duties...............................................64
   11.3   Exculpatory Provisions.............................................65
   11.4   Reliance by Administrative Agent...................................65
   11.5   Notice of Default..................................................65
   11.6   Non-Reliance on Administrative Agent and Other Lenders.............66
   11.7   Indemnification....................................................66
   11.8   Administrative Agent in Its Individual Capacity....................66
   11.9   Successor Administrative Agent.....................................67
   11.10  The Arrangers, the Bookrunners and the Syndication Agents..........67

Section 12. GUARANTEE........................................................67

   12.1   Guarantee..........................................................67
   12.2   No Subrogation.....................................................68
   12.3   Amendments, etc. with respect to the Obligations;
           Waiver of Rights..................................................68
   12.4   Guarantee Absolute and Unconditional...............................69
   12.5   Reinstatement......................................................70
   12.6   Payments...........................................................70
   12.7   "Lenders"..........................................................70

Section 13. MISCELLANEOUS....................................................70

   13.1   Amendments and Waivers.............................................70
   13.2   Notices............................................................71
   13.3   No Waiver; Cumulative Remedies.....................................72
   13.4   Survival of Representations and Warranties.........................72
   13.5   Payment of Expenses and Taxes......................................73
   13.6   Successors and Assigns; Participations and Assignments.............73
   13.7   Adjustments; Set-off...............................................76
   13.8   Counterparts.......................................................76
   13.9   Severability.......................................................77

                                     -iii-
<PAGE>

   13.10  Integration........................................................77
   13.11  GOVERNING LAW......................................................77
   13.12  Submission To Jurisdiction; Waivers................................77
   13.13  Acknowledgements...................................................77
   13.14  Confidentiality....................................................78
   13.15  Loan Conversion/Participations.....................................78
   13.16  Judgment...........................................................79
   13.17  WAIVERS OF JURY TRIAL..............................................80
   13.18  Amendment and Restatement..........................................80

















                                      -iv-
<PAGE>

SCHEDULES

Schedule I     Names, Addresses and Commitments of Lenders
Schedule II    Information Concerning Local Currency Loans
Schedule 9.2   Existing Liens

EXHIBITS

Exhibit A      Form of Revolving Credit Note
Exhibit B      Form of CAF Advance Note
Exhibit C      Form of CAF Advance Request
Exhibit D      Form of CAF Advance Offer
Exhibit E      Form of CAF Advance Confirmation
Exhibit F      Form of Closing Certificate
Exhibit G      Form of Opinion of Counsel to Borrower
Exhibit H      Form of Assignment and Acceptance
Exhibit I      Form of Local Currency Facility Addendum
Exhibit J      Form of Exemption Certificate











<PAGE>

     CREDIT AGREEMENT, dated as of May 30, 2003, among (i) BOSTON SCIENTIFIC
CORPORATION, a Delaware corporation (the "Borrower"), (ii) the several banks and
other financial institutions or entities from time to time parties hereto (the
"Lenders"), (iii) BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW
YORK BRANCH, DEUTSCHE BANK SECURITIES INC., FLEET NATIONAL BANK and ABN AMRO
BANK, N.V., as Syndication Agents (each, in such capacity, a "Syndication
Agent", and collectively, the "Syndication Agents"), (iv) J.P. MORGAN SECURITIES
INC. AND BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers (each, in such
capacity, an "Arranger", and collectively, the "Arrangers") and as Joint
Bookrunners (each, in such capacity, a "Bookrunner", and collectively, the
"Bookrunners"), and (v) JPMORGAN CHASE BANK, as administrative agent for the
Lenders hereunder (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

          WHEREAS, the Borrower, certain of the Lenders, the Arrangers, the
Administrative Agent and others are parties to the Credit Agreement, dated as of
May 31, 2002 (as amended, supplemented or other wise modified prior to the date
hereof, the "Existing 364-Day Credit Facility");

          WHEREAS, the Borrower intends to amend and restate the Existing
364-Day Credit Facility pursuant to this Agreement and has requested that the
Lenders make available a 364-day credit facility as described herein; and

          WHEREAS, the Lenders have agreed to amend and restate the Existing
364-Day Credit Facility pursuant to this Agreement and make such 364-day credit
facility available upon the terms and subject to the conditions set forth
herein;

          NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                             Section 1. DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:


               "ABR": for any day, a rate per annum (rounded upwards, if
          necessary, to the next 1/16 of 1%) equal to the greatest of (a) the
          Prime Rate in effect on such day, (b) the Base CD Rate in effect on
          such day plus 1% and (c) the Federal Funds Effective Rate in effect on
          such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean
          the rate of interest per annum publicly announced from time to time by
          JPMorgan Chase Bank as its prime rate in effect at its principal
          office in New York City (the Prime Rate not being intended to be the
          lowest rate of interest charged by JPMorgan Chase Bank in connection
          with extensions of credit to debtors); "Base CD Rate" shall mean the
          sum of (a) the product of (i) the Three-Month Secondary CD Rate and
          (ii) a fraction, the numerator of which is one and the denominator of
          which is one minus the C/D Reserve Percentage and (b) the C/D
          Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for any

<PAGE>
                                                                               2

          day, the secondary market rate for three-month certificates of deposit
          reported as being in effect on such day (or, if such day shall not be
          a Business Day, the next preceding Business Day) by the Board of
          Governors of the Federal Reserve System (the "Board") through the
          public information telephone line of the Federal Reserve Bank of New
          York (which rate will, under the current practices of the Board, be
          published in Federal Reserve Statistical Release H.15(519) during the
          week following such day), or, if such rate shall not be so reported on
          such day or such next preceding Business Day, the average of the
          secondary market quotations for three-month certificates of deposit of
          major money center banks in New York City received at approximately
          10:00 A.M., New York City time, on such day (or, if such day shall not
          be a Business Day, on the next preceding Business Day) by the
          Administrative Agent from three New York City negotiable certificate
          of deposit dealers of recognized standing selected by it; and "Federal
          Funds Effective Rate" shall mean, for any day, the weighted average of
          the rates on overnight federal funds transactions with members of the
          Federal Reserve System arranged by federal funds brokers, as published
          on the next succeeding Business Day by the Federal Reserve Bank of New
          York, or, if such rate is not so published for any day which is a
          Business Day, the average of the quotations for the day of such
          transactions received by the Administrative Agent from three federal
          funds brokers of recognized standing selected by it. Any change in the
          ABR due to a change in the Prime Rate, the Three-Month Secondary CD
          Rate or the Federal Funds Effective Rate shall be effective as of the
          opening of business on the effective day of such change in the Prime
          Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
          Rate, respectively.

               "ABR Loans": Revolving Credit Loans and Swingline Loans bearing
          interest based upon the ABR.

               "Additional Revolving Credit Commitment": as defined in
          subsection 2.17.

               "Adjusted Aggregate Committed Outstandings": with respect to each
          Lender, the Aggregate Committed Outstandings of such Lender, plus the
          amount of any participating interests purchased by such Lender
          pursuant to subsection 13.15, minus the amount of any participating
          interests sold by such Lender pursuant to subsection 13.15.

               "Administrative Agent": JPMorgan Chase Bank, as the agent for the
          Lenders under this Agreement and the other Loan Documents.

               "Affiliate": as to any Person, any other Person (other than a
          Subsidiary) which, directly or indirectly, is in control of, is
          controlled by, or is under common control with, such Person. For
          purposes of this definition, "control" of a Person means the power,
          directly or indirectly, either to (a) vote 10% or more of the
          securities having ordinary voting power for the election of directors
          of such Person or (b) direct or cause the direction of the management
          and policies of such Person, whether by contract or otherwise.

               "Agents": the collective reference to the Administrative Agent,
          the Syndication Agents, the Arrangers and the Bookrunners.

<PAGE>
                                                                               3

               "Aggregate Available Multicurrency Commitments": as at any date
          of determination with respect to all Multicurrency Lenders, an amount
          in Dollars equal to the sum of the Available Multicurrency Commitments
          of all Multicurrency Lenders on such date.

               "Aggregate Available Revolving Credit Commitments": as at any
          date of determination with respect to all Lenders, an amount in
          Dollars equal to the sum of the Available Revolving Credit Commitments
          of all Lenders on such date.

               "Aggregate Committed Outstandings": as at any date of
          determination with respect to any Lender, an amount in Dollars equal
          to the sum of (a) the Aggregate Revolving Credit Outstandings of such
          Lender on such date, (b) the Dollar Equivalent of the Aggregate
          Multicurrency Outstandings of such Lender on such date, and (c) the
          Dollar Equivalent of the Aggregate Local Currency Outstandings of such
          Lender on such date.

               "Aggregate Local Currency Outstandings": as at any date of
          determination with respect to any Lender, an amount in the applicable
          Local Currencies equal to the aggregate unpaid principal amount of
          such Lender's Local Currency Loans.

               "Aggregate Multicurrency Outstandings": as at any date of
          determination with respect to any Lender, an amount in the applicable
          Available Foreign Currencies equal to the aggregate unpaid principal
          amount of such Lender's Multicurrency Loans.

               "Aggregate Revolving Credit Commitments": the aggregate amount of
          the Revolving Credit Commitments of all of the Lenders.

               "Aggregate Revolving Credit Outstandings": as at any date of
          determination with respect to any Lender, an amount in Dollars equal
          to the sum of (a) the aggregate unpaid principal amount of such
          Lender's Revolving Credit Loans on such date plus (b) such Lender's
          Revolving Credit Commitment Percentage of (i) the aggregate
          outstanding principal of Swingline Loans and (ii) the L/C Obligations.

               "Aggregate Total Outstandings": as at any date of determination
          with respect to any Lender, an amount in Dollars equal to the sum of
          (a) the Aggregate Revolving Credit Outstandings of such Lender on such
          date, (b) the Dollar Equivalent of the aggregate unpaid principal
          amount of such Lender's CAF Advances on such date, (c) the Dollar
          Equivalent of the Aggregate Multicurrency Outstandings of such Lender
          on such date and (d) the Dollar Equivalent of the Aggregate Local
          Currency Outstandings of such Lender on such date.

               "Agreement": the Existing 364-Day Credit Facility, as amended and
          restated by this Credit Agreement, as further amended, supplemented or
          otherwise modified from time to time.

               "Agreement Currency": as defined in subsection 13.16(b).

<PAGE>
                                                                               4

               "Applicable Margin": with respect to each day for each Type of
          Loan, the rate per annum based on the Ratings in effect on such day,
          as set forth under the relevant column heading below:

                                  Prior to the
                                Termination Date
                                ----------------

Any Date Other than an
Excess Utilization Day                                Excess Utilization Day
----------------------                                ----------------------


                     Eurodollar                       Eurodollar
                Loans/Multicurrency              Loans/Multicurrency
Rating                 Loans          ABR Loans         Loans         ABR Loans
------                 -----          ---------        ------         ---------
Rating I               .190%              0%            .315%             0%
Rating II              .295%              0%            .420%             0%
Rating III             .450%              0%            .575%             0%
Rating IV              .550%              0%            .675%             0%
Rating V               .575%              0%            .700%             0%
Rating VI              .800%              0%           1.050%             0%
Rating VII            1.100%              0%           1.475%             0%



                                             Term Out Period
                                             ---------------
                             Eurodollar
                        Loans/Multicurrency
Rating                         Loans                           ABR Loans
------                         -----                           ---------
Rating I                       .565%                                0%
Rating II                      .670%                                0%
Rating III                     .825%                                0%
Rating IV                      .925%                                0%
Rating V                       .950%                                0%
Rating VI                     1.300%                             .300%
Rating VII                    2.475%                            1.475%


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

               "Assignee": as defined in subsection 13.6(c).

               "Available Foreign Currencies": euro, Japanese Yen, Australian
          Dollar, Canadian Dollar, Pound Sterling, Singapore Dollar, Swiss Franc
          and any other available and freely-convertible non-Dollar currency
          selected by the Borrower and approved by the Administrative Agent and
          the Multicurrency Lenders.

               "Available Multicurrency Commitment": as at any date of
          determination with respect to any Multicurrency Lender (after giving
          effect to the making and payment of

<PAGE>
                                                                               5

          any Revolving Credit Loans required to be made on such date pursuant
          to subsection 2.16), an amount in Dollars equal to the lesser of (a)
          the excess, if any, of (i) the amount of such Multicurrency Lender's
          Multicurrency Commitment in effect on such date over (ii) the Dollar
          Equivalent of the Aggregate Multicurrency Outstandings of such
          Multicurrency Lender on such date and (b) the excess, if any, of (i)
          the amount of such Lender's Revolving Credit Commitment in effect on
          such date over (ii) the Aggregate Committed Outstandings of such
          Lender on such date.

               "Available Revolving Credit Commitment": as at any date of
          determination with respect to any Lender (after giving effect to the
          making and payment of any Revolving Credit Loans required to be made
          on such date pursuant to subsection 2.16), an amount in Dollars equal
          to the excess, if any, of (a) the amount of such Lender's Revolving
          Credit Commitment in effect on such date over (b) the Aggregate
          Committed Outstandings of such Lender on such date.

               "Board": as defined in the definition of ABR.

               "Bookrunner": as defined in the preamble hereto.


               "Borrower": as defined in the preamble hereto.

               "Borrowing Date": any Business Day specified in a notice pursuant
          to subsection 2.2, 2.9 or 2.14 as a date on which the Borrower
          requests the Lenders to make Loans hereunder or, with respect to Local
          Currency Loans, the date on which a Foreign Subsidiary Borrower
          requests Local Currency Lenders to make Local Currency Loans to such
          Foreign Subsidiary Borrower pursuant to the Local Currency Facility to
          which such Foreign Subsidiary Borrower and Local Currency Lenders are
          parties.

               "Business": as defined in subsection 6.14.

               "Business Day": a day other than a Saturday, Sunday or other day
          on which commercial banks in New York City are authorized or required
          by law to close; provided, that when such term is used for the purpose
          of determining the date on which the Eurocurrency Base Rate is
          determined under this Agreement for any Loan denominated in euro for
          any Interest Period therefor and for purposes of determining the first
          and last day of any such Interest Period, references in this Agreement
          to Business Days shall be deemed to be references to Target Operating
          Days.

               "CAF Advance": each CAF (competitive advance facility) Advance
          made pursuant to subsection 2.8.

               "CAF Advance Availability Period": the period from and including
          the Closing Date to and including the date which is 7 days prior to
          the Termination Date.

               "CAF Advance Confirmation": each confirmation by the Borrower of
          its acceptance of CAF Advance Offers, which confirmation shall be
          substantially in the form

<PAGE>
                                                                               6

          of Exhibit E and shall be delivered to the Administrative Agent by
          facsimile transmission.

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

               "CAF Advance Maturity Date": as to any CAF Advance, the date
          specified by the Borrower pursuant to subsection 2.9(d)(ii) in its
          acceptance of the related CAF Advance Offer.

               "CAF Advance Note": as defined in subsection 3.13(e).

               "CAF Advance Offer": each offer by a Lender to make CAF Advances
          pursuant to a CAF Advance Request, which offer shall contain the
          information specified in Exhibit D and shall be delivered to the
          Administrative Agent by telephone, immediately confirmed by facsimile
          transmission.

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

               "Capital Lease Obligations": as to any Person, the obligations of
          such Person to pay rent or other amounts under any lease of (or other
          arrangement conveying the right to use) real or personal property, or
          a combination thereof, which obligations are required to be classified
          and accounted for as capital leases on a balance sheet of such Person
          under GAAP and, for the purposes of this Agreement, the amount of such
          obligations at any time shall be the capitalized amount thereof at
          such time determined in accordance with GAAP.

               "Capital Stock": any and all shares, interests, participations or
          other equivalents (however designated) of capital stock of a
          corporation, any and all equivalent ownership interests in a Person
          (other than a corporation) and any and all warrants or options to
          purchase any of the foregoing.

               "C/D Assessment Rate": for any day as applied to any ABR Loan,
          the annual assessment rate in effect on such day which is payable by a
          member of the Bank Insurance Fund maintained by the Federal Deposit
          Insurance Corporation (the "FDIC") classified as well-capitalized and
          within supervisory subgroup "B" (or a comparable successor assessment
          risk classification) within the meaning of 12 C.F.R. ss. 327.4 (or any
          successor provision) to the FDIC (or any successor) for the FDIC's (or
          such successor's) insuring time deposits at offices of such
          institution in the United States.

               "C/D Reserve Percentage": for any day as applied to any ABR Loan,
          that percentage (expressed as a decimal) which is in effect on such
          day, as prescribed by the

<PAGE>
                                                                               7

          Board, for determining the maximum reserve requirement for a
          Depositary Institution (as defined in Regulation D of the Board) in
          respect of new non-personal time deposits in Dollars having a maturity
          of 30 days or more.

               "Closing Date": the date, on or before May 30, 2003, on which
          conditions precedent set forth in subsection 7.1 shall be satisfied.

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

               "Commitment Period": the period from and including the Closing
          Date to but not including the Termination Date or such earlier date on
          which the Commitments shall terminate as provided herein.

               "Commitments": the collective reference to the Revolving Credit
          Commitments, Multicurrency Commitments, Swingline Commitments and L/C
          Commitments.

               "Committed Outstandings Percentage": on any date with respect to
          any Lender, the percentage which the Adjusted Aggregate Committed
          Outstandings of such Lender constitutes of the Adjusted Aggregate
          Committed Outstandings of all Lenders.

               "Commonly Controlled Entity": an entity, whether or not
          incorporated, which is under common control with the Borrower within
          the meaning of Section 4001 of ERISA or is part of a group which
          includes the Borrower and which is treated as a single employer under
          Section 414 of the Code.

               "Conduit Lender": any special purpose corporation organized and
          administered by any Lender for the purpose of making Loans otherwise
          required to be made by such Lender and designated by such Lender in a
          written instrument; provided, that the designation by any Lender of a
          Conduit Lender shall not relieve the designating Lender of any of its
          obligations to fund a Loan under this Agreement if, for any reason,
          its Conduit Lender fails to fund any such Loan, and the designating
          Lender (and not the Conduit Lender) shall have the sole right and
          responsibility to deliver all consents and waivers required or
          requested under this Agreement with respect to its Conduit Lender, and
          provided, further, that no Conduit Lender shall (a) be entitled to
          receive any greater amount pursuant to Section 3.9, 3.10, 3.11 or 13.5
          than the designating Lender would have been entitled to receive in
          respect of the extensions of credit made by such Conduit Lender or (b)
          be deemed to have any Commitment.

               "Consolidated EBITDA": of any Person for any period, Consolidated
          Net Income of such Person and its Subsidiaries for such period plus,
          without duplication and to the extent reflected as a charge in the
          statement of such Consolidated Net Income for such period, the sum of
          (a) income tax expense, (b) Consolidated Interest Expense of such
          Person and its Subsidiaries, amortization or writeoff of debt discount
          and debt issuance costs and commissions, discounts and other fees and
          charges associated with Indebtedness, (c) depreciation expense, (d)
          amortization of intangibles (including, but not limited to, goodwill)
          and organization costs and (e) any extraordinary, unusual or
          non-recurring expenses or losses (to the extent any of the foregoing
          are non-cash items)

<PAGE>
                                                                               8

          (including, whether or not otherwise includable as a separate item in
          the statement of such Consolidated Net Income for such period, losses
          on sales of assets outside of the ordinary course of business and
          including special charges and purchased research and development
          charges in connection with acquisitions), and minus, to the extent
          included in the statement of such Consolidated Net Income for such
          period, the sum of (a) interest income (except to the extent deducted
          in determining Consolidated Interest Expense) and (b) any
          extraordinary, unusual or non-recurring income or gains (to the extent
          any of the foregoing are non-cash items) (including, whether or not
          otherwise includable as a separate item in the statement of such
          Consolidated Net Income for such period, gains on the sales of assets
          outside of the ordinary course of business).

               "Consolidated Interest Coverage Ratio": for any period, the ratio
          of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for
          such period to (b) Consolidated Interest Expense of the Borrower and
          its Subsidiaries for such period.

               "Consolidated Interest Expense": of any Person for any period,
          total interest expense of such Person and its Subsidiaries for such
          period with respect to all outstanding Indebtedness of such Person and
          its Subsidiaries determined in accordance with GAAP (including, all
          net costs that are allocable to such period in accordance with GAAP).

               "Consolidated Leverage Ratio": as at the last day of any period
          of four consecutive fiscal quarters of the Borrower, the ratio of (a)
          Consolidated Total Debt on such day to (b) Consolidated EBITDA of the
          Borrower and its Subsidiaries for such period.

               "Consolidated Net Income": of any Person for any period, the
          consolidated net income (or loss) of such Person and its Subsidiaries
          for such period, determined on a consolidated basis in accordance with
          GAAP.

               "Consolidated Tangible Assets": at any date, Consolidated Total
          Assets minus (without duplication) the net book value of all assets
          which would be treated as intangible assets, as determined on a
          consolidated basis in accordance with GAAP.

               "Consolidated Total Assets": at any date, the net book value of
          all assets of the Borrower and its Subsidiaries as determined on a
          consolidated basis in accordance with GAAP.

               "Consolidated Total Debt": at any date, the aggregate principal
          amount of all Indebtedness of the Borrower and its Subsidiaries at
          such date, determined on a consolidated basis in accordance with GAAP.

               "Contractual Obligation": as to any Person, any provision of any
          security issued by such Person or of any agreement, instrument or
          other undertaking to which such Person is a party or by which it or
          any of its property is bound.

<PAGE>
                                                                               9

               "Conversion Date": any date on which either (a) an Event of
          Default under subsection 10(e) has occurred or (b) the Commitments
          shall have been terminated and/or the Loans shall have been declared
          immediately due and payable pursuant to Section 10.

               "Conversion Sharing Percentage": on any date with respect to any
          Lender and any Loans of such Lender outstanding in any currency other
          than Dollars, the percentage of such Loans such that, after giving
          effect to the conversion of such Loans to Dollars and the purchase and
          sale by each Lender of participating interests as contemplated by
          subsection 13.15, the Committed Outstandings Percentage of such Lender
          will equal such Lender's Revolving Credit Commitment Percentage on
          such date (calculated immediately prior to giving effect to any
          termination or expiration of the Commitments on the Conversion Date).

               "Converted Loans: as defined in subsection 13.15(a).


               "CP Rating": the respective ratings of each of the Rating
          Agencies applicable to the Borrower's commercial paper as announced by
          the Rating Agencies from time to time.

               "Default": any of the events specified in Section 10, whether or
          not any requirement for the giving of notice, the lapse of time, or
          both, or any other condition, has been satisfied.

               "Dollar Equivalent": with respect to an amount denominated in any
          currency other than Dollars, the equivalent in Dollars of such amount
          determined at the Exchange Rate on the date of determination of such
          equivalent. In making any determination of the Dollar Equivalent for
          purposes of calculating the amount of Loans to be borrowed from the
          respective Lenders on any Borrowing Date, the Administrative Agent
          shall use the relevant Exchange Rate in effect on the date on which
          the interest rate for such Loans is determined pursuant to the
          provisions of this Agreement and the other Loan Documents.

               "Dollars" and "$": dollars in lawful currency of the United
          States of America.

               "Environmental Laws": any and all applicable foreign, Federal,
          state, local or municipal laws, rules, regulations, statutes,
          ordinances, codes, decrees, or other enforceable requirements or
          orders of any Governmental Authority or other Requirements of Law
          regulating, relating to or imposing liability or standards of conduct
          concerning protection of human health or the environment, as now or
          may at any time hereafter be in effect.

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

               "euro": the single currency of participating member states of the
          European Union.

               "Eurocurrency Base Rate": (a) with respect to each day during
          each Interest Period pertaining to a Eurodollar Loan, or a
          Multicurrency Loan or CAF Advance

<PAGE>
                                                                              10

          denominated in any currency other than Pounds Sterling, the rate per
          annum determined by the Administrative Agent to be the offered rate
          for deposits in the applicable currency with a term comparable to such
          Interest Period that appears on the applicable Telerate Page at
          approximately 11:00 A.M., London time, two Business Days prior to the
          beginning of such Interest Period; provided, however, that if at any
          time for any reason such offered rate for any such currency does not
          appear on a Telerate Page, "Eurocurrency Base Rate" shall mean, with
          respect to each day during each Interest Period pertaining to a Loan
          denominated in such currency, the rate per annum equal to the average
          (rounded upward to the nearest 1/16th of 1%) of the respective rates
          notified to the Administrative Agent by each of the Reference Lenders
          as the rate at which such Reference Lender is offered deposits in such
          currency at or about 11:00 A.M., London time, two Business Days prior
          to the beginning of such Interest Period in the London interbank
          market for delivery on the first day of such Interest Period for the
          number of days comprised therein; and (b) with respect to each day
          during each Interest Period pertaining to a Multicurrency Loan or CAF
          Advance denominated in Pounds Sterling, the rate per annum equal to
          the average (rounded upward to the nearest 1/16th of 1%) of the
          respective rates notified to the Administrative Agent by each of the
          Reference Lenders as the rate at which such Reference Lender is
          offered deposits in Pounds Sterling at or about 11:00 A.M., London
          time, two Business Days prior to the beginning of such Interest Period
          in the Paris interbank market for delivery on the first day of such
          Interest Period for the number of days comprised therein.

               "Eurocurrency Rate": with respect to each day during each
          Interest Period pertaining to a Loan, a rate per annum determined for
          such day in accordance with the following formula (rounded upward to
          the nearest 1/100th of 1%):

                      Eurocurrency Base Rate
                      ----------------------
               1.00 - Eurocurrency Reserve Requirements

               "Eurocurrency Reserve Requirements": for any day as applied to a
          Loan, the aggregate (without duplication) of the rates (expressed as a
          decimal) of reserve requirements in effect on such day (including,
          without limitation, basic, supplemental, marginal and emergency
          reserves) under any regulations of the Board or other Governmental
          Authority having jurisdiction with respect thereto dealing with
          reserve requirements prescribed for eurocurrency funding (currently
          referred to as "Eurocurrency Liabilities" in Regulation D of such
          Board) maintained by a member bank of such System.

               "Eurodollar Loans": Revolving Credit Loans the rate of interest
          applicable to which is based upon the Eurocurrency Rate for Dollars.

               "Event of Default": any of the events specified in Section 10,
          provided that any requirement for the giving of notice, the lapse of
          time, or both, or any other condition, has been satisfied.

               "Excess Utilization Day": any day on which the sum of the
          Aggregate Total Outstandings of all Lenders, plus the Aggregate Total
          Outstandings of all Lenders under

<PAGE>
                                                                              11

          (and as defined in) the Existing Five-Year Credit Agreement, exceeds,
          33.33% of the aggregate amount of the Revolving Credit Commitments
          hereunder and the Revolving Credit Commitments under (and as defined
          in) the Existing Five-Year Credit Agreement (or, in each case, with
          respect to any day after termination of such Revolving Credit
          Commitments, 33.33% of the aggregate amount of such Revolving Credit
          Commitments in effect on the date immediately prior to the date on
          which such Revolving Credit Commitments terminated).

               "Exchange Rate": with respect to any non-Dollar currency on any
          date, the rate at which such currency may be exchanged into Dollars,
          as set forth on such date on the relevant Reuters currency page at or
          about 11:00 A.M., London time, on such date. In the event that such
          rate does not appear on any Reuters currency page, the "Exchange Rate"
          with respect to such non-Dollar currency shall be determined by
          reference to such other publicly available service for displaying
          exchange rates as may be agreed upon by the Administrative Agent and
          the Borrower or, in the absence of such agreement, such "Exchange
          Rate" shall instead be the Administrative Agent's spot rate of
          exchange in the interbank market where its foreign currency exchange
          operations in respect of such non-Dollar currency are then being
          conducted, at or about 10:00 A.M., local time, on such date for the
          purchase of Dollars with such non-Dollar currency, for delivery two
          Business Days later; provided, that if at the time of any such
          determination, no such spot rate can reasonably be quoted, the
          Administrative Agent may use any reasonable method as it deems
          applicable to determine such rate, and such determination shall be
          conclusive absent manifest error.

               "Existing Five-Year Credit Agreement": the Credit Agreement,
          dated as of August 15, 2001, as amended, among the Borrower, the
          lenders parties thereto, JPMorgan Chase Bank (formerly known as The
          Chase Manhattan Bank), as administrative agent, and others, providing
          for a $600,000,000 revolving credit and competitive advance facility,
          as the same may from time to time be amended, amended and restated,
          supplemented or otherwise modified.

               "Existing 364-Day Credit Facility": as defined in the recitals
          hereto.

               "Facility Fee Rate": for each day during each calculation period,
          the rate per annum based on the Ratings in effect on such day, as set
          forth below:

                                            Facility
               Rating                       Fee Rate
               ------                       --------
               Rating I                     .060%
               Rating II                    .080%
               Rating III                   .100%
               Rating IV                    .125%
               Rating V                     .150%
               Rating VI                    .200%
               Rating VII                   .250%

               "Fee Commencement Date": the Closing Date.

<PAGE>
                                                                              12

               "Financing Lease": any lease of property, real or personal, the
          obligations of the lessee in respect of which are required in
          accordance with GAAP to be capitalized on a balance sheet of the
          lessee.

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

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

               "Foreign Subsidiary Borrower": each Subsidiary of the Borrower
          organized under the laws of a jurisdiction outside the United States
          that the Borrower designates as a "Foreign Subsidiary Borrower" in a
          Local Currency Facility Addendum.

               "Funding Commitment Percentage": as at any date of determination
          (after giving effect to the making and payment of any Loans made on
          such date pursuant to subsection 2.16), with respect to any Lender,
          that percentage which the Available Revolving Credit Commitment of
          such Lender then constitutes of the Aggregate Available Revolving
          Credit Commitments.

               "GAAP": generally accepted accounting principles in the United
          States of America consistent with those utilized in preparing the
          audited financial statements referred to in subsection 6.1.

               "Governmental Authority": any nation or government, any state or
          other political subdivision thereof and any entity exercising
          executive, legislative, judicial, regulatory or administrative
          functions of or pertaining to government.

               "Guarantee Obligation": as to any Person (the "guaranteeing
          person"), any obligation of (a) the guaranteeing person or (b) another
          Person (including, without limitation, any bank under any letter of
          credit) to induce the creation of which the guaranteeing person has
          issued a reimbursement, counterindemnity or similar obligation, in
          either case guaranteeing or in effect guaranteeing any Indebtedness,
          leases, dividends or other obligations (the "primary obligations") of
          any other unrelated third Person (the "primary obligor") in any
          manner, whether directly or indirectly, including, without limitation,
          any obligation of the guaranteeing person, whether or not contingent,
          (i) to purchase any such primary obligation or any property
          constituting direct or indirect security therefor, (ii) to advance or
          supply funds (1) for the purchase or payment of any such primary
          obligation or (2) to maintain working capital or equity capital of the
          primary obligor or otherwise to maintain the net worth or solvency of
          the primary obligor, (iii) to purchase property, securities or
          services primarily for the purpose of assuring the owner of any such
          primary obligation of the ability of the primary obligor to make
          payment of such primary obligation or (iv) otherwise to assure or hold
          harmless the owner of any such primary obligation against loss in
          respect thereof; provided, however, that the term Guarantee Obligation
          shall not include endorsements of instruments for deposit or
          collection in the ordinary course of business. The amount of any
          Guarantee

<PAGE>
                                                                              13

          Obligation of any guaranteeing person shall be deemed to be the lower
          of (a) an amount equal to the stated or determinable amount of the
          primary obligation in respect of which such Guarantee Obligation is
          made and (b) the maximum amount for which such guaranteeing person may
          be liable pursuant to the terms of the instrument embodying such
          Guarantee Obligation, unless such primary obligation and the maximum
          amount for which such guaranteeing person may be liable are not stated
          or determinable, in which case the amount of such Guarantee Obligation
          shall be such guaranteeing person's reasonably anticipated liability
          in respect thereof as determined by the Borrower in good faith.

               "Hedge Agreements": all agreements with non-related third parties
          with respect to any swap, forward, future or derivative transaction or
          option or similar agreements involving, or settled by reference to,
          one or more rates, currencies, commodities, equity or debt instruments
          or securities, or economic, financial or pricing indices or measures
          of economic, financial or pricing risk or value or any similar
          transaction or any combination of these transactions; provided that no
          employee benefit plan of the Borrower or any of its Subsidiaries shall
          be a "Hedge Agreement".

               "Indebtedness": of any Person at any date, without duplication,
          (a) all indebtedness of such Person for borrowed money, (b) all
          obligations of such Person for the deferred purchase price of property
          or services (other than current trade liabilities incurred in the
          ordinary course of such Person's business and payable in accordance
          with customary practices and earn-outs and other similar obligations
          in respect of acquisition and other similar agreements), (c) all
          obligations of such Person evidenced by notes, bonds, debentures or
          other similar instruments, (d) all indebtedness created or arising
          under any conditional sale or other title retention agreement with
          respect to property acquired by such Person (even though the rights
          and remedies of the seller or lender under such agreement in the event
          of default are limited to repossession or sale of such property), (e)
          all Capital Lease Obligations of such Person, (f) all obligations of
          such Person, contingent or otherwise, as an account party or applicant
          under or in respect of acceptances, letters of credit, surety bonds or
          similar arrangements, (g) the liquidation value of all redeemable
          preferred Capital Stock of such Person, (h) all indebtedness of such
          Person, determined in accordance with GAAP, arising out of a
          Receivables Transaction, (i) all Guarantee Obligations of such Person
          in respect of obligations of the kind referred to in clauses (a)
          through (h) above, (j) all obligations of the kind referred to in
          clauses (a) through (i) above secured by (or for which the holder of
          such obligation has an existing right, contingent or otherwise, to be
          secured by) any Lien on property (including accounts and contract
          rights) owned by such Person, whether or not such Person has assumed
          or become liable for the payment of such obligation, and (k) for the
          purposes of Section 10(d) only, all obligations of such Person in
          respect of Hedge Agreements. The Indebtedness of any Person shall
          include the Indebtedness of any other entity (including any
          partnership in which such Person is a general partner) to the extent
          such Person is liable therefor as a result of such Person's ownership
          interest in or other relationship with such entity, except to the
          extent the terms of such Indebtedness expressly provide that such
          Person is not liable therefor.

<PAGE>
                                                                              14

               "Insolvency": with respect to any Multiemployer Plan, the
          condition that such Plan is insolvent within the meaning of Section
          4245 of ERISA.

               "Insolvent": pertaining to a condition of Insolvency.

               "Interest Payment Date": (a) as to any ABR Loan, the last day of
          each March, June, September and December, (b) as to any Eurodollar
          Loan or Multicurrency Loan having an Interest Period of three months
          or less, the last day of such Interest Period, and (c) as to any
          Eurodollar Loan or Multicurrency Loan having an Interest Period longer
          than three months, each day which is three months, or a whole multiple
          thereof, after the first day of such Interest Period and the last day
          of such Interest Period.

               "Interest Period": (a) with respect to any Eurodollar Loan or
          Multicurrency Loan:

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

                                                (ii) thereafter, each period
                        commencing on the last day of the next preceding
                        Interest Period applicable to such Eurodollar Loan or
                        Multicurrency Loan and ending one, two, three, six or
                        nine months thereafter, as selected by the Borrower by
                        irrevocable notice to the Administrative Agent not less
                        than three Business Days prior to the last day of the
                        then current Interest Period with respect thereto;

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

                                                (1) if any Interest Period would
                        otherwise end on a day that is not a Business
                        Day, such Interest Period shall be extended to the next
                        succeeding 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 Business
                        Day;

                                                (2) any Interest Period in
                        respect of any Loan made by any Lender that would
                        otherwise extend beyond the Termination Date applicable
                        to such Lender shall end on such Termination Date; and

                                                (3) any Interest Period that
                        begins on the last 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 Business Day of a calendar
                        month; and

<PAGE>
                                                                              15

               (b) with respect to any LIBO Rate CAF Advance, the period
          beginning on the Borrowing Date with respect thereto and ending on the
          CAF Advance Maturity Date with respect thereto.

               "Issuing Lender": JPMorgan Chase Bank, in its capacity as issuer
          of any Letter of Credit.

               "JPMorgan Chase Bank": JPMorgan Chase Bank, a New York banking
          corporation.

               "Judgment Currency": as defined in subsection 13.16(b).

               "L/C Commitment": $250,000,000.

               "L/C Fee Payment Date": the last day of each March, June,
          September and December and the last day of the Commitment Period.

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

               "L/C Participants": the collective reference to all the Lenders
          other than the Issuing Lender.

               "Lender Affiliate": (a) any Affiliate of any Lender, (b) any
          Person that is administered or managed by any Lender and that is
          engaged in making, purchasing, holding or otherwise investing in
          commercial loans and similar extensions of credit in the ordinary
          course of its business and (c) with respect to any Lender which is a
          fund that invests in commercial loans and similar extensions of
          credit, any other fund that invests in commercial loans and similar
          extensions of credit and is managed or advised by the same investment
          advisor as such Lender or by an Affiliate of such Lender or investment
          advisor.

               "Lenders": as defined in the preamble hereto; provided, that
          unless the context otherwise requires, each reference herein to the
          Lenders shall be deemed to include any Conduit Lender.

               "Letters of Credit": as defined in subsection 5.1(a).

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

               "LIBO Rate CAF Advance Request": any CAF Advance Request
          requesting the Lenders to offer to make CAF Advances at an interest
          rate equal to the Eurocurrency Rate for the currency of such CAF
          Advance plus (or minus) a margin.

<PAGE>
                                                                              16

               "Lien": any mortgage, pledge, hypothecation, assignment, deposit
          arrangement, encumbrance, lien (statutory or other), charge or other
          security interest or any preference, priority or other security
          agreement or preferential arrangement of any kind or nature whatsoever
          (including, without limitation, any conditional sale or other title
          retention agreement and any Financing Lease having substantially the
          same economic effect as any of the foregoing).

               "Loan": any Revolving Credit Loan, CAF Advance, Multicurrency
          Loan, Swingline Loan or Local Currency Loan, as the case may be.

               "Loan Documents": this Agreement, any Notes, the Applications and
          any document or instrument evidencing or governing any Local Currency
          Facility.

               "Loans to be Converted": as defined in subsection 13.15(a).

               "Local Currency": any available and freely convertible non-Dollar
          currency selected by a Foreign Subsidiary Borrower and approved by the
          Administrative Agent.

               "Local Currency Facility": any Qualified Credit Facility that the
          Borrower designates as a "Local Currency Facility" pursuant to a Local
          Currency Facility Addendum.

               "Local Currency Facility Addendum": a Local Currency Facility
          Addendum received by the Administrative Agent, substantially in the
          form of Exhibit I, and conforming to the requirements of Section 4.

               "Local Currency Facility Agent": with respect to each Local
          Currency Facility, the Local Currency Lender acting as agent for the
          Local Currency Lenders parties thereto (and, in the case of any Local
          Currency Facility to which only one Lender is a party, such Lender).

               "Local Currency Facility Maximum Borrowing Amount": as defined in
          subsection 4.1(b).

               "Local Currency Lender": any Lender (or, if applicable, any
          Affiliate, branch or agency thereof) party to a Local Currency
          Facility.

               "Local Currency Lender Maximum Borrowing Amount": as defined in
          subsection 4.1(b).

               "Local Currency Loan": any loan made pursuant to a Local Currency
          Facility.

               "London Banking Day": any day on which banks in London are open
          for general banking business, including dealings in foreign currency
          and exchange.

               "Majority Lenders": (a) at any time prior to the termination of
          the Revolving Credit Commitments, Lenders, the Revolving Credit
          Commitment Percentages of which aggregate more than 50%; and (b) at
          any time after the termination of the Revolving

<PAGE>
                                                                              17

          Credit Commitments, Lenders whose Aggregate Total Outstandings
          aggregate more than 50% of the Aggregate Total Outstandings of all
          Lenders; provided that for purposes of this definition, the Aggregate
          Total Outstandings of each Lender shall be adjusted upward or downward
          so as to give effect to any participations or assignments effected
          pursuant to subsection 13.15.

               "Majority Multicurrency Lenders": at any time, Multicurrency
          Lenders the Multicurrency Commitment Percentages of which aggregate
          more than 50%.

               "Material Adverse Effect": a material adverse effect on (a) the
          business, operations, property or condition (financial or otherwise)
          of the Borrower and its Subsidiaries taken as a whole or (b) the
          validity or enforceability of this Agreement or any of the other Loan
          Documents or the rights or remedies of the Administrative Agent or the
          Lenders hereunder or thereunder.

               "Materials of Environmental Concern": any gasoline or petroleum
          (including crude oil or any fraction thereof) or petroleum products or
          any hazardous or toxic substances, materials or wastes, defined or
          regulated as such in or under any Environmental Law, including,
          without limitation, asbestos, polychlorinated biphenyls and
          urea-formaldehyde insulation.

               "Maturity Date": the Termination Date or, if the conditions to
          the Term-Out set forth in subsection 7.3 are satisfied on the
          Termination Date, the first anniversary of the Termination Date.

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

               "Multicurrency Commitment": as to any Multicurrency Lender at any
          time, its obligation to make Multicurrency Loans to the Borrower in an
          aggregate amount in Available Foreign Currencies the Dollar Equivalent
          of which does not exceed at any time outstanding the amount set forth
          opposite such Multicurrency Lender's name in Schedule I under the
          heading "Multicurrency Commitment", as such amount may be reduced from
          time to time as provided in subsection 2.15 and the other applicable
          provisions hereof.

               "Multicurrency Commitment Percentage": as to any Multicurrency
          Lender at any time, the percentage which such Multicurrency Lender's
          Multicurrency Commitment at such time constitutes of the aggregate
          Multicurrency Commitments of all Multicurrency Lenders at such time
          (or, if the Multicurrency Commitments have terminated or expired, the
          percentage which (a) the Dollar Equivalent of the Aggregate
          Multicurrency Outstandings of such Multicurrency Lender at such time
          constitutes of (b) the Dollar Equivalent of the Aggregate
          Multicurrency Outstandings of all Multicurrency Lenders at such time).

               "Multicurrency Lender": each Lender having an amount greater than
          zero set forth opposite such Lender's name in Schedule I under the
          heading "Multicurrency Commitment."

<PAGE>
                                                                              18

               "Multicurrency Loans": as defined in subsection 2.12.

               "Multiemployer Plan": a Plan which is a multiemployer plan as
          defined in Section 4001(a)(3) of ERISA.

               "Non-Excluded Taxes": as defined in subsection 3.10.

               "Non-Multicurrency Lender": each Lender which is not a
          Multicurrency Lender.

               "Notes": the collective reference to any Revolving Credit Notes
          and any CAF Advance Notes.

               "Notice of Local Currency Outstandings": with respect to each
          Local Currency Facility Agreement, a notice from the relevant Local
          Currency Facility Agent containing the information, delivered to the
          Person, in the manner and by the time, specified for a Notice of Local
          Currency Outstandings in Schedule II.

               "Notice of Multicurrency Loan Borrowing": with respect to a
          Multicurrency Loan, a notice from the Borrower containing the
          information in respect of such Loan, delivered to the Person, in the
          manner and by the time, specified for a Notice of Multicurrency Loan
          Borrowing in respect of the currency of such Loan in Schedule II.

               "Notice of Multicurrency Loan Continuation": with respect to a
          Multicurrency Loan, a notice from the Borrower containing the
          information in respect of such Loan, delivered to the Person, in the
          manner and by the time, specified for a Notice of Multicurrency Loan
          Continuation in respect of the currency of such Loan in Schedule II.

               "Obligations": collectively, the unpaid principal of and interest
          on the Loans and all other obligations and liabilities of each Foreign
          Subsidiary Borrower under this Agreement and any Local Currency
          Facility and other Loan Documents to which it is a party (including,
          without limitation, interest accruing at the then applicable rate
          provided in this Agreement or any other applicable Loan Document after
          the maturity of the Loans and interest accruing at the then applicable
          rate provided in this Agreement or any other applicable Loan Document
          after the filing of any petition in bankruptcy, or the commencement of
          any insolvency, reorganization or like proceeding, relating to such
          Foreign Subsidiary Borrower, whether or not a claim for post-filing or
          post-petition interest is allowed in such proceeding), whether direct
          or indirect, absolute or contingent, due or to become due, or now
          existing or hereafter incurred, which may arise under, out of, or in
          connection with, this Agreement, the Notes, the other Loan Documents,
          Hedge Agreements entered into with Lenders or any other document made,
          delivered or given in connection therewith, in each case whether on
          account of principal, interest, reimbursement obligations, fees,
          indemnities, costs, expenses or otherwise (including, without
          limitation, all fees and disbursements of counsel to the
          Administrative Agent or to the Lenders that are required to be paid by
          any Foreign Subsidiary Borrower pursuant to the terms of this
          Agreement or any other Loan Document).

               "Participant": as defined in subsection 13.6(b).

<PAGE>
                                                                              19

               "PBGC": the Pension Benefit Guaranty Corporation established
          pursuant to Subtitle A of Title IV of ERISA.

               "Person": an individual, partnership, corporation, business
          trust, joint stock company, trust, unincorporated association, joint
          venture, Governmental Authority or other entity of whatever nature.

               "Plan": at a particular time, any employee benefit plan which is
          covered by ERISA and in respect of which the Borrower or a Commonly
          Controlled Entity is (or, if such plan were terminated at such time,
          would under Section 4069 of ERISA be deemed to be) an "employer" as
          defined in Section 3(5) of ERISA.

               "Properties": as defined in subsection 6.14.

               "Qualified Credit Facility": a credit facility (a) providing for
          one or more Local Currency Lenders to make unsecured loans denominated
          in a Local Currency to a Foreign Subsidiary Borrower, (b) providing
          for such loans to bear interest at a rate or rates determined by the
          Borrower and such Local Currency Lender or Local Currency Lenders and
          (c) otherwise conforming to the requirements of Section 4.

               "Rating": the respective rating of each of the Rating Agencies
          applicable to the long-term senior unsecured non-credit enhanced debt
          of the Borrower, as announced by the Rating Agencies from time to
          time.

               "Rating Agencies": collectively, S&P and Moody's.

               "Rating Category": each of Rating I, Rating II, Rating III,
          Rating IV, Rating V, Rating VI and Rating VII.

               "Rating I, Rating II, Rating III, Rating IV, Rating V, Rating VI
          and Rating VII": the respective Ratings and CP Ratings set forth
          below:

            Rating
           Category            S&P                         Moody's
           --------            ---                         -------

          Rating I      greater than or                greater than or
                        equal to A                     equal to A2

          Rating II     lower than A and greater       lower than A2 and greater
                        than or equal to A-            than or equal to A3

          Rating III    lower than A-                  lower than A3
                        and greater than               and greater than or
                        or equal to BBB+               equal to Baa1

<PAGE>
                                                                              20

          Rating IV     lower than BBB+                lower than Baa1
                        and greater than               and greater than or
                        CP Rating A2 or                equal to Baa2 and CP
                        equal to BBB and or            Rating P2 or higher
                        higher

          Rating V      lower than BBB+                lower than Baa1
                        and greater than               and greater than or
                        or equal to BBB and            equal to Baa2 and Rating
                        Rating III not                 III not applicable
                        applicable

          Rating VI     lower than BBB and             lower than Baa2 and
                        greaterthan or equal           greater than or equal
                        to BBB-                        to Baa3

          Rating VII    lower than or equal            lower than or equal
                        to BB+                         to  Ba1


          ; provided, that (i) if on any day the Ratings of the Rating Agencies
          do not fall in the same Rating Category, and the lower of such Ratings
          (i.e., the Rating Category designated by a numerically higher Roman
          numeral) is one Rating Category lower than the higher of such Ratings,
          then the Rating Category of the higher of such Ratings shall be
          applicable for such day, (ii) if on any day the Ratings of the Rating
          Agencies do not fall in the same Rating Category, and the lower of
          such Ratings is more than one Rating Category lower than the higher of
          such Ratings, then the Rating Category next higher from that of the
          lower of such Ratings shall be applicable for such day, (iii) if on
          any day the Rating of only one of the Rating Agencies is available,
          then the Rating Category of such Rating shall be applicable for such
          day and (iv) if on any day a Rating is available from neither of the
          Rating Agencies, then Rating VII shall be applicable for such day. Any
          change in the applicable Rating Category resulting from a change in
          the Rating of a Rating Agency shall become effective on the date such
          change is publicly announced by such Rating Agency.

               "Receivables": any accounts receivable of any Person, including,
          without limitation, any thereof constituting or evidenced by chattel
          paper, instruments or general intangibles, and all proceeds thereof
          and rights (contractual and other) and collateral related thereto.

               "Receivables Subsidiary": any special purpose, bankruptcy-remote
          Subsidiary of the Borrower that purchases, on a revolving basis,
          Receivables generated by the Borrower or any of its Subsidiaries.

               "Receivables Transaction": any transactions or series of related
          transactions providing for the financing of Receivables of the
          Borrower or any of its Subsidiaries.

<PAGE>
                                                                              21

               "Reference Lenders": JPMorgan Chase Bank, Bank of America, N.A.,
          The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank
          Securities Inc., Fleet National Bank and ABN AMRO Bank N.V.

               "Refunded Swingline Loans": as defined in subsection 2.4.

               "Refunding Date": as defined in subsection 2.4.

               "Register": as defined in subsection 13.6(d).

               "Reimbursement Obligation": the obligation of the Borrower to
          reimburse the Issuing Bank pursuant to subsection 5.5(a) for amounts
          drawn under Letters of Credit.

               "Reorganization": with respect to any Multiemployer Plan, the
          condition that such plan is in reorganization within the meaning of
          Section 4241 of ERISA.

               "Reportable Event": any of the events set forth in Section
          4043(c) of ERISA, other than those events as to which the thirty day
          notice period is waived under subsections .27, .28, .29, .30, .31,
          .32, .34 or .35 of PBGC Reg. ss. 4043.

               "Requested Local Currency Loans": as defined in subsection
          2.16(b).

               "Requested Multicurrency Loans": as defined in subsection
          2.16(a).

               "Requirement of Law": as to any Person, the Certificate of
          Incorporation and By-Laws or other organizational or governing
          documents of such Person, and any law, treaty, rule or regulation or
          determination of an arbitrator or a court or other Governmental
          Authority, in each case applicable to or binding upon such Person or
          any of its property or to which such Person or any of its property is
          subject.

               "Responsible Officer": with respect to the Borrower, the chief
          executive officer and the president of the Borrower or, with respect
          to financial matters, the chief financial officer of the Borrower.

               "Revolving Credit Commitment": as to any Lender, the obligation
          of such Lender to make Revolving Credit Loans to the Borrower
          hereunder in an aggregate principal amount at any one time outstanding
          not to exceed the amount set forth opposite such Lender's name on
          Schedule I under the heading "Revolving Credit Commitment," as such
          amount may be reduced or increased from time to time in accordance
          with the provisions of this Agreement.

               "Revolving Credit Commitment Percentage": as to any Lender at any
          time, the percentage which such Lender's Revolving Credit Commitment
          at such time constitutes of the Aggregate Revolving Credit Commitments
          at such time (or, if the Revolving Credit Commitments have terminated
          or expired, the percentage which (a) the Aggregate Revolving Credit
          Outstandings of such Lender at such time then constitutes of (b) the
          Aggregate Revolving Credit Outstandings of all Lenders at such time).

<PAGE>
                                                                              22

               "Revolving Credit Loans": as defined in subsection 2.1.

               "Revolving Credit Note": as defined in subsection 3.13(d).

               "Revolving Lender": each Lender that has a Revolving Credit
          Commitment hereunder or that holds Revolving Credit Loans.

               "S&P": Standard & Poor's Ratings Services.

               "Signing Date": the date on which the Lenders have signed this
          Agreement.

               "Single Employer Plan": any Plan which is covered by Title IV of
          ERISA, but which is not a Multiemployer Plan.

               "Subsidiary": as to any Person, a corporation, partnership or
          other entity of which shares of stock or other ownership interests
          having ordinary voting power (other than stock or such other ownership
          interests having such power only by reason of the happening of a
          contingency) to elect a majority of the board of directors or other
          managers of such corporation, partnership or other entity are at the
          time owned, or the management of which is otherwise controlled,
          directly or indirectly through one or more intermediaries, or both, by
          such Person. Unless otherwise qualified, all references to a
          "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
          Subsidiary or Subsidiaries of the Borrower.

               "Swingline Commitment": the obligation of the Swingline Lender to
          make Swingline Loans pursuant to subsection 2.3 in an aggregate
          principal amount at any one time outstanding not to exceed
          $50,000,000.

               "Swingline Lender": JPMorgan Chase Bank, in its capacity as the
          lender of Swingline Loans.

               "Swingline Loans": as defined in subsection 2.3.

               "Swingline Participation Amount": as defined in subsection 2.4.

               "Syndication Agents": as defined in the preamble hereto.

               "Target Operating Day": any day that is not (a) a Saturday or
          Sunday, (b) Christmas Day or New Year's Day or (c) any other day on
          which the Trans-European Real-time Gross Settlement Operating System
          (or any successor settlement system) is not operating (as determined
          by the Administrative Agent).

               "Term-Out": the extension of the Maturity Date from the
          Termination Date to the first anniversary of the Termination Date, as
          described in the definition of "Maturity Date".

               "Term-Out Period": the period beginning on the day following the
          Termination Date.

<PAGE>
                                                                              23

               "Termination Date": May 28, 2004.

               "Tranche": the collective reference to Eurodollar Loans or
          Multicurrency Loans the then current Interest Periods with respect to
          all of which begin on the same date and end on the same later date
          (whether or not such Loans shall originally have been made on the same
          day); Tranches may be identified as "Eurodollar Tranches" or
          "Multicurrency Tranches".

               "Transferee": as defined in subsection 13.6(f).

               "Type": as to any Revolving Credit Loan, its nature as an ABR
          Loan or a Eurodollar Loan.

               "Uniform Customs": the Uniform Customs and Practice for
          Documentary Credits (1983 Revision), International Chamber of Commerce
          Publication No. 400, as the same may be amended from time to time.

               1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.

               (b) As used herein and in any Notes, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

               (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

               (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

               2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
("Revolving Credit Loans") in Dollars to the Borrower from time to time during
the Commitment Period so long as after giving effect thereto (i) the Available
Revolving Credit Commitment of each Lender is greater than or equal to zero and
(ii) the Aggregate Total Outstandings of all Lenders do not exceed the Aggregate
Revolving Credit Commitments. During the Commitment Period the Borrower may use
the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit
Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

               (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 3.2, provided that no

<PAGE>
                                                                              24

Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is
one month prior to the Termination Date.

               2.2 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments during the Commitment Period on
any Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 10:00 A.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be initially Eurodollar Loans or (b) on the requested Borrowing
Date, otherwise), in each case specifying (i) the amount to be borrowed, (ii)
the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar
Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be
entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the
length of the initial Interest Period therefor. Each borrowing under the
Revolving Credit Commitments (other than a borrowing under subsections 2.4, 2.16
and 5.5) shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000
or a whole multiple of $1,000,000 in excess thereof (or, if the Aggregate
Available Revolving Credit Commitments are less than $1,000,000, such lesser
amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender thereof.
Prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower, each Lender will make an amount equal to its Funding Commitment
Percentage of the principal amount of the Revolving Credit Loans requested to be
made on such Borrowing Date available to the Administrative Agent for the
account of the Borrower at the New York office of the Administrative Agent
specified in subsection 13.2 in funds immediately available to the
Administrative Agent. Except as otherwise provided in subsection 2.16, such
borrowing will then be made available to the Borrower by the Administrative
Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

               2.3 Swingline Commitment. (a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Revolving Credit Commitments from time to
time during the Commitment Period by making swing line loans ("Swingline Loans")
to the Borrower; provided that (i) the aggregate principal amount of Swingline
Loans outstanding at any time shall not exceed the Swingline Commitment then in
effect (notwithstanding that the Swingline Loans outstanding at any time, when
aggregated with the Swingline Lender's other outstanding Revolving Credit Loans,
may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall
not request, and the Swingline Lender shall not make, any Swingline Loan if,
after giving effect to the making of such Swingline Loan, the aggregate amount
of the Available Revolving Credit Commitments would be less than zero. During
the Commitment Period, the Borrower may use the Swingline Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swingline Loans shall be ABR Loans only.

               (b) The Borrower shall repay all outstanding Swingline Loans on
the Termination Date.

<PAGE>
                                                                              25

               2.4 Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever the Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swingline Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period). Each borrowing under the Swingline Commitment shall be in an amount
equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later
than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice
in respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender. The Administrative Agent shall make the proceeds of such Swingline Loan
available to the Borrower on such Borrowing Date by depositing such proceeds in
the account of the Borrower with the Administrative Agent on such Borrowing Date
in immediately available funds.

               (b) The Swingline Lender, at any time and from time to time in
its sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day's notice given by the Swingline Lender no later than 12:00 Noon, New York
City time, request each Lender (including the Swingline Lender in its capacity
as a Lender having a Revolving Credit Commitment) to make, and each Lender
hereby agrees to make, a Revolving Credit Loan that is an ABR Loan, in an amount
equal to such Lender's Revolving Credit Commitment Percentage of the aggregate
amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on
the date of such notice, to repay the Swingline Lender. Each Lender shall make
the amount of such Revolving Credit Loan available to the Administrative Agent
at the New York office of the Administrative Agent specified in subsection 13.2
in immediately available funds, not later than 10:00 A.M., New York City time,
one Business Day after the date of such notice. The proceeds of such Revolving
Credit Loans shall be immediately made available by the Administrative Agent to
the Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline
Lender to charge the Borrower's accounts with the Administrative Agent (up to
the amount available in each such account) in order to immediately pay the
amount of such Refunded Swingline Loans to the extent amounts received from the
Lenders are not sufficient to repay in full such Refunded Swingline Loans if
such deficiency is not otherwise reimbursed by the Borrower on the Business Day
following a written request for such reimbursement to the Borrower by the
Swingline Lender.

               (c) If prior to the time a Revolving Credit Loan would have
otherwise been made pursuant to subsection 2.4(b), one of the events described
in subsection 10(e) shall have occurred and be continuing with respect to the
Borrower or if for any other reason, as determined by the Swingline Lender in
its sole discretion, Revolving Credit Loans may not be made as contemplated by
subsection 2.4(b), each Lender shall, on the date such Revolving Credit Loan was
to have been made pursuant to the notice referred to in subsection 2.4(b) (the
"Refunding Date"), purchase for cash an undivided participating interest in the
then outstanding Swingline Loans by paying to the Swingline Lender an amount
(the "Swingline Participation Amount")

<PAGE>
                                                                              26

equal to (i) such Lender's Revolving Credit Commitment Percentage times (ii) the
sum of the aggregate principal amount of Swingline Loans then outstanding that
were to have been repaid with such Revolving Loans.

               (d) Whenever, at any time after the Swingline Lender has received
from any Lender such Lender's Swingline Participation Amount, the Swingline
Lender receives any payment on account of the Swingline Loans, the Swingline
Lender will distribute to such Lender its Swingline Participation Amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Lender will return to the Swingline Lender any
portion thereof previously distributed to it by the Swingline Lender.

               (e) Each Lender's obligation to make the Loans referred to in
subsection 2.4(b) and to purchase participating interests pursuant to subsection
2.4(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 7; (iii) any adverse
change in the condition (financial or otherwise) of the Borrower; (iv) any
breach of this Agreement or any other Loan Document by the Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

               2.5 Facility Fee(a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee for the
period from and including the Fee Commencement Date, computed at the Facility
Fee Rate on (a) prior to termination of the Revolving Credit Commitments, the
average daily amount of the Revolving Credit Commitment of such Lender
(regardless of usage) and (b) following termination of the Revolving Credit
Commitments the average daily Aggregate Total Outstandings of such Lender, in
each case during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December, on the
Termination Date or such earlier date on which the Revolving Credit Commitments
shall terminate as provided herein and on the Maturity Date, commencing on the
first of such dates to occur after the date hereof.

               2.6 Termination or Reduction of Commitments. The Borrower shall
have the right, upon not less than five Business Days' notice to the
Administrative Agent, to terminate the Revolving Credit Commitments or, from
time to time, to reduce the amount of the Revolving Credit Commitments; provided
that no such termination or reduction shall be permitted if, after giving effect
thereto and to any prepayments of the Loans made on the effective date thereof,
either (a) the Aggregate Available Revolving Credit Commitments would not be
greater than or equal to zero or (b) the Available Revolving Credit Commitments
of any Lender would not be greater than or equal to zero. Any such reduction
shall be in an amount equal to $5,000,000 or a whole multiple thereof and shall
reduce permanently the Revolving Credit Commitments then in

<PAGE>
                                                                              27

effect. The Administrative Agent shall give each Lender prompt notice of any
notice received from the Borrower pursuant to this subsection 2.6.

               2.7 Repayment of Revolving Credit Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Revolving Credit Loan of
such Lender on the Maturity Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 10). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Revolving
Credit Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in subsection
3.4.

               2.8 CAF Advances. Subject to the terms and conditions of this
Agreement, the Borrower may borrow CAF Advances from time to time on any
Business Day during the CAF Advance Availability Period. LIBO Rate CAF Advance
may be denominated in Dollars or any other available and freely-convertible
eurocurrency acceptable to the bidding Lender, and Fixed Rate CAF Advances shall
be denominated in Dollars. CAF Advances may be borrowed in amounts such that the
amount of Aggregate Total Outstandings of all Lenders at any time shall not
exceed the Aggregate Revolving Credit Commitments at such time. Within the
limits and on the conditions hereinafter set forth with respect to CAF Advances,
the Borrower from time to time may borrow, repay and reborrow CAF Advances.

               2.9 Procedure for CAF Advance Borrowing. (a) The Borrower shall
request CAF Advances by delivering a CAF Advance Request to the Administrative
Agent, not later than 12:00 Noon (New York City time) four Business Days prior
to the proposed Borrowing Date (in the case of a LIBO Rate CAF Advance Request),
and not later than 10:00 A.M. (New York City time) one Business Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each
CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate principal amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof (or, in the case of CAF
Advances to be denominated in a currency other than Dollars, and amount in such
currency the Dollar Equivalent of which is equal to $5,000,000 or $1,000,000, as
the case may be) and having not more than three alternative CAF Advance Maturity
Dates. The CAF Advance Maturity Date for each CAF Advance shall be the date set
forth therefor in the relevant CAF Advance Request, which date shall be (i) not
less than 7 days nor more than 360 days after the Borrowing Date therefor, in
the case of a Fixed Rate CAF Advance, (ii) not less than one month nor more than
twelve months after the Borrowing Date therefor, in the case of a LIBO CAF
Advance and (iii) not later than the Termination Date, in the case of any CAF
Advance. The Administrative Agent shall notify each Lender promptly by facsimile
transmission of the contents of each CAF Advance Request received by the
Administrative Agent.

               (b) In the case of a LIBO Rate CAF Advance Request, upon receipt
of notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at the applicable Eurocurrency Rate plus (or
minus) a margin determined by such Lender in its sole discretion for each such
CAF Advance. Any such irrevocable offer shall be made by delivering

<PAGE>
                                                                              28

a CAF Advance Offer to the Administrative Agent, before 10:30 A.M. (New York
City time) on the day that is three Business Days before the proposed Borrowing
Date, setting forth:

                    (i) the maximum amount of CAF Advances for each CAF Advance
          Maturity Date and the aggregate maximum amount of CAF Advances for all
          CAF Advance Maturity Dates which such Lender would be willing to make
          (which amounts may, subject to subsection 2.8, exceed such Lender's
          Revolving Credit Commitment); and

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

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

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

                    (i) the maximum amount of CAF Advances for each CAF Advance
          Maturity Date, and the aggregate maximum amount for all CAF Advance
          Maturity Dates, which such Lender would be willing to make (which
          amounts may, subject to subsection 2.8, exceed such Lender's Revolving
          Credit Commitment); and

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

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

               (d) Before 11:30 A.M. (New York City time) three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York City time) on the
proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate
CAF Advance Request), the Borrower, in its absolute discretion, shall:

<PAGE>
                                                                              29

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

                    (ii) by giving telephone notice to the Administrative Agent
          (immediately confirmed by delivery to the Administrative Agent of a
          CAF Advance Confirmation by facsimile transmission) (A) subject to the
          provisions of subsection 2.9(e), accept one or more of the offers made
          by any Lender or Lenders pursuant to subsection 2.9(b) or subsection
          2.9(c), as the case may be, and (B) reject any remaining offers made
          by Lenders pursuant to subsection 2.9(b) or subsection 2.9(c), as the
          case may be.

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

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

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

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

                    (iv) if the Borrower accepts any of such offers, it must
          accept offers based solely upon pricing for each relevant CAF Advance
          Maturity Date and upon no other criteria whatsoever, and if two or
          more Lenders submit offers for any CAF Advance Maturity Date at
          identical pricing and the Borrower accepts any of such offers but does
          not wish to (or, by reason of the limitations set forth in subsection
          2.8, cannot) borrow the total amount offered by such Lenders with such
          identical pricing, the Borrower shall accept offers from all of such
          Lenders in amounts allocated among them pro rata according to the
          amounts offered by such Lenders (with appropriate rounding, in the
          sole discretion of the Borrower, to assure that each accepted CAF
          Advance is an integral multiple of $1,000,000 or, in the case of CAF
          Advances to be denominated in a currency other than Dollars, an amount
          in such currency the Dollar Equivalent of which is approximately equal
          to $1,000,000); provided that if the number of Lenders that submit
          offers for any CAF Advance Maturity Date at identical pricing is such
          that, after the Borrower accepts such offers pro rata in accordance
          with the foregoing provisions of this paragraph, the CAF Advance to be
          made by any such Lender would be less than $5,000,000 (or, in the case
          of CAF Advances to be denominated in a currency other than Dollars, an
          amount in such currency the Dollar Equivalent of which is
          approximately equal to $5,000,000) principal amount, the number of
          such Lenders shall be reduced by the Administrative Agent by lot until
          the CAF Advances to be made by each such

<PAGE>
                                                                              30

          remaining Lender would be in a principal amount of $5,000,000 or an
          integral multiple of $1,000,000 in excess thereof (or, in the case of
          CAF Advances to be denominated in a currency other than Dollars, an
          amount in such currency the Dollar Equivalent of which is
          approximately equal to $5,000,000 or an integral multiple of
          $1,000,000 in excess thereof).

               (f) If the Borrower notifies the Administrative Agent that a CAF
Advance Request is cancelled pursuant to subsection 2.9(d)(i), the
Administrative Agent shall give prompt telephone notice thereof to the Lenders.

               (g) If the Borrower accepts pursuant to subsection 2.9(d)(ii) one
or more of the offers made by any Lender or Lenders, the Administrative Agent
promptly shall notify each Lender which has made such an offer of (i) the
aggregate amount of such CAF Advances to be made on such Borrowing Date for each
CAF Advance Maturity Date and (ii) the acceptance or rejection of any offers to
make such CAF Advances made by such Lender. Before 12:00 Noon (New York City
time) on the Borrowing Date specified in the applicable CAF Advance Request (in
the case of CAF Advances denominated in Dollars) and before the funding time for
the relevant currency from time to time specified by the Administrative Agent by
notice to the Lenders (in the case of CAF Advances denominated in any currency
other than Dollars), each Lender whose CAF Advance Offer has been accepted shall
make available to the Administrative Agent the amount of CAF Advances to be made
by such Lender, in immediately available funds, at the funding office for the
relevant currency specified from time to time by the Administrative Agent by
notice to the Lenders. The Administrative Agent will make such funds available
to the Borrower as soon as practicable on such date at such office of the
Administrative Agent. As soon as practicable after each Borrowing Date, the
Administrative Agent shall notify each Lender of the aggregate amount of CAF
Advances advanced on such Borrowing Date and the respective CAF Advance Maturity
Dates thereof.

               2.10 Repayment of CAF Advances. The Borrower hereby
unconditionally promises to pay to the Administrative Agent, for the account of
each Lender which has made a CAF Advance, on the applicable CAF Advance Maturity
Date the then unpaid principal amount of such CAF Advance. The Borrower shall
have the right to prepay any principal amount of any CAF Advance only with the
consent of the Lender to which such CAF Advance is owed. The Borrower hereby
further agrees to pay interest on the unpaid principal amount of each CAF
Advance from the Borrowing Date to the applicable CAF Advance Maturity Date at
the rate of interest specified in the CAF Advance Offer accepted by the Borrower
in connection with such CAF Advance (calculated on the basis of a 360-day year
for actual days elapsed), payable on each applicable CAF Advance Interest
Payment Date.

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

               2.12 Multicurrency Commitments. Subject to the terms and
conditions hereof, each Multicurrency Lender severally agrees to make revolving
credit loans (each, a

<PAGE>
                                                                              31

"Multicurrency Loan") in any Available Foreign Currency to the Borrower from
time to time during the Commitment Period so long as after giving effect thereto
(a) the Available Multicurrency Commitment of each Multicurrency Lender is
greater than or equal to zero, (b) the aggregate outstanding principal amount of
Multicurrency Loans, plus (x) the aggregate outstanding principal amount of
Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations
attributable to Letters of Credit denominated in any currency other than
Dollars, does not exceed an amount the Dollar Equivalent of which is
$250,000,000 and (c) the Aggregate Total Outstandings of all Lenders do not
exceed the Aggregate Revolving Credit Commitments. During the Commitment Period,
the Borrower may use the Multicurrency Commitments by borrowing, repaying the
Multicurrency Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. Any Multicurrency Lender may cause its
Multicurrency Loans to be made by any branch, affiliate or international banking
facility of such Multicurrency Lender, provided, that such Multicurrency Lender
shall remain responsible for all of its obligations hereunder and no additional
taxes, costs or other burdens shall be imposed upon the Borrower or the
Administrative Agent as a result thereof.

               2.13 Repayment of Multicurrency Loans. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Multicurrency Lender the then unpaid principal amount of each Multicurrency
Loan of such Multicurrency Lender on the Maturity Date and on such other date(s)
and in such other amounts as may be required from time to time pursuant to this
Agreement. The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Multicurrency Loans advanced to it and from time to time
outstanding until payment thereof in full at the rates per annum, and on the
dates, set forth in subsection 3.4.

               2.14 Procedure for Multicurrency Borrowing. The Borrower may
request the Multicurrency Lenders to make Multicurrency Loans during the
Commitment Period on any Business Day by delivering a Notice of Multicurrency
Loan Borrowing. Each borrowing under the Multicurrency Commitments shall be in
an amount in an Available Foreign Currency the Dollar Equivalent of which is
equal to at least $1,000,000 (or, if the then Aggregate Available Multicurrency
Commitments are less than $1,000,000, such lesser amount). Upon receipt of any
such Notice of Multicurrency Borrowing from the Borrower, the Administrative
Agent shall promptly notify each Multicurrency Lender thereof. Not later than
the funding time for the relevant Available Foreign Currency specified from time
to time by the Administrative Agent by notice to the Borrower and the
Multicurrency Lenders each Multicurrency Lender shall make an amount equal to
its Multicurrency Commitment Percentage of the principal amount of Multicurrency
Loans requested to be made on such Borrowing Date available to the
Administrative Agent at the funding office for the relevant Available Foreign
Currency specified from time to time by the Administrative Agent by notice to
the Borrower and the Multicurrency Lenders in the relevant Available Foreign
Currency and in immediately available funds. The amounts made available by each
Multicurrency Lender will then be made available to the Borrower at such funding
office and in like funds as received by the Administrative Agent.

               2.15 Termination or Reduction of Multicurrency Commitments. The
Borrower shall have the right, upon not less than three Business Days' notice to
the Administrative Agent (which shall give prompt notice thereof to each
Multicurrency Lender), to terminate the Multicurrency Commitments or, from time
to time, to reduce the amount of the Multicurrency Commitments; provided that no
such termination or reduction shall be permitted if, after giving effect thereto
and to any prepayments of the Loans made on the effective date thereof, the
Available Multicurrency

<PAGE>
                                                                              32

Commitment of any Multicurrency Lender would be less than zero. Any such
reduction shall be in an amount equal to U.S. $1,000,000 or a whole multiple of
U.S. $100,000 in excess thereof and shall reduce permanently the Multicurrency
Commitments then in effect.

               2.16 Borrowings of Revolving Credit Loans and Refunding of Loans.
(a) If on any Borrowing Date on which the Borrower has requested the
Multicurrency Lenders to make Multicurrency Loans (the "Requested Multicurrency
Loans"), (i) the aggregate principal amount of the Requested Multicurrency Loans
exceeds the Aggregate Available Multicurrency Commitments on such Borrowing Date
(before giving effect to the making and payment of any Loans required to be made
pursuant to this subsection 2.16 on such Borrowing Date) and, (ii) the Dollar
Equivalent of the amount of such excess is less than or equal to the aggregate
Available Revolving Credit Commitments of all Non-Multicurrency Lenders (before
giving effect to the making and payment of any Loans pursuant to this subsection
2.16 on such Borrowing Date), each Non-Multicurrency Lender shall make a
Revolving Credit Loan to the Borrower on such Borrowing Date, and the proceeds
of such Revolving Credit Loans shall be simultaneously applied to repay
outstanding Revolving Credit Loans, Local Currency Loans and/or Multicurrency
Loans of the Multicurrency Lenders (as directed by the Borrower) in each case in
amounts such that, after giving effect to (1) such borrowings and repayments and
(2) the borrowing from the Multicurrency Lenders of the Requested Multicurrency
Loans, the Committed Outstanding Percentage of each Lender will equal (as nearly
as possible) its Revolving Credit Commitment Percentage. To effect such
borrowings and repayments, (x) not later than 12:00 Noon, New York City time, on
such Borrowing Date, the proceeds of such Revolving Credit Loans shall be made
available by each Non-Multicurrency Lender to the Administrative Agent at its
New York office specified in subsection 13.2 in Dollars and in immediately
available funds and the Administrative Agent shall apply the proceeds of such
Revolving Credit Loans toward repayment of outstanding Revolving Credit Loans
and/or Local Currency Loans of the Multicurrency Lenders (as directed by the
Borrower) and (y) concurrently with the repayment of such Loans on such
Borrowing Date, (I) the Multicurrency Lenders shall, in accordance with the
applicable provisions hereof, make the Requested Multicurrency Loans in an
aggregate amount equal to the amount so requested by the Borrower (but not in
any event greater than the Aggregate Available Multicurrency Commitments after
giving effect to the making of such repayment of any Loans on such Borrowing
Date) and (II) the Borrower shall pay to the Administrative Agent for the
account of the Lenders whose Loans to the Borrower are repaid on such Borrowing
Date pursuant to this subsection 2.16 all interest accrued on the amounts repaid
to the date of repayment, together with any amounts payable pursuant to
subsection 3.11 in connection with such repayment.

               (b) Subject to the limitations on borrowings contained in a given
Local Currency Facility, if on any Borrowing Date on which a Foreign Subsidiary
Borrower has requested Local Currency Lenders to make Local Currency Loans (the
"Requested Local Currency Loans") under a Local Currency Facility to which such
Foreign Subsidiary Borrower and Local Currency Lenders are parties, (i) the
aggregate principal amount of the Requested Local Currency Loans (A) exceeds the
aggregate available amount of the commitments of such

<PAGE>
                                                                              33

Local Currency Lenders under such Local Currency Facility on such Borrowing Date
(before giving effect to the making and payment of any Revolving Credit Loans
required to be made pursuant to this subsection 2.16 on such Borrowing Date) or
(B) together with the aggregate then outstanding principal amount of
Multicurrency Loans and the aggregate outstanding amount of L/C Obligations
attributable to Letters of Credit denominated in any currency other than
Dollars, would exceed an amount of which the Dollar Equivalent is $250,000,000,
(ii) after giving effect to the Requested Local Currency Loans, the Dollar
Equivalent of the aggregate outstanding principal amount of Local Currency Loans
of such Foreign Subsidiary Borrower will be less than or equal to the aggregate
commitments of such Local Currency Lenders under such Local Currency Facility
and (iii) the Dollar Equivalent of the amount of the excess described in clause
(i) above is less than or equal to the Aggregate Available Revolving Credit
Commitments of all Lenders other than such Local Currency Lenders (before giving
effect to the making and payment of any Revolving Credit Loans pursuant to this
subsection 2.16 on such Borrowing Date), each such other Lender shall make a
Revolving Credit Loan to the Borrower, on such Borrowing Date, and the proceeds
of such Revolving Credit Loans shall be simultaneously applied to repay
outstanding Revolving Credit Loans, Multicurrency Loans and/or Local Currency
Loans of such Local Currency Lenders (as directed by the Borrower) in each case
in amounts such that, after giving effect to (1) such borrowings and repayments
and (2) the borrowing from such Local Currency Lenders of the Requested Local
Currency Loans, the Committed Outstandings Percentage of each Lender will equal
(as nearly as possible) its Revolving Credit Commitment Percentage and the
Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency
Loans and Local Currency Loans will not exceed $250,000,000. To effect such
borrowings and repayments, (x) not later than 12:00 Noon, New York City time, on
such Borrowing Date, the proceeds of such Revolving Credit Loans shall be made
available by each such other Lender to the Administrative Agent at its New York
office specified in subsection 13.2 in Dollars and in immediately available
funds and the Administrative Agent shall apply the proceeds of such Revolving
Credit Loans toward the repayment of outstanding Revolving Credit Loans,
Multicurrency Loans and/or Local Currency Loans of such Local Currency Lenders
(as directed by the Borrower) and (y) concurrently with the repayment of such
Revolving Credit Loans on such Borrowing Date, (I) such Local Currency Lenders
shall, in accordance with the applicable provisions hereof, make the Requested
Local Currency Loans in an aggregate amount equal to the amount so requested by
such Foreign Subsidiary Borrower and (II) the relevant Foreign Subsidiary
Borrower shall pay to the Administrative Agent for the account of the Lenders
whose Loans to such Borrower are repaid on such Borrowing Date pursuant to this
subsection 2.16 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 3.11 in
connection with such repayment.

               (c) If any borrowing of Revolving Credit Loans is required
pursuant to this subsection 2.16, the Borrower shall notify the Administrative
Agent in the manner provided for Revolving Credit Loans in subsection 2.2,
except that the minimum borrowing amounts set forth in subsection 2.2 shall not
be applicable to the extent that such minimum borrowing amounts exceed the
amounts of Revolving Credit Loans required to be made pursuant to this
subsection 2.16.

<PAGE>
                                                                              34

               2.17 Increase of Revolving Credit Commitments. The Borrower shall
have the right to increase the Revolving Credit Commitments from time to time in
an aggregate principal amount not to exceed $400,000,000 upon prior notice to
the Administrative Agent and pursuant to procedures established by the
Administrative Agent and acceptable to the Borrower. Each such increase (each,
an "Additional Revolving Credit Commitment") shall be in a principal amount of
at least $25,000,000, and no such increase shall become effective if a Default
or Event of Default then exists or would exist immediately after giving effect
thereto. Each bank or other financial institution (other than an existing Lender
or Lender Affiliate providing any Additional Revolving Credit Commitments) shall
be reasonably acceptable to the Administrative Agent and shall be a "Lender" for
all purposes under this Agreement. No Lender shall have any obligation to
provide any such Additional Revolving Credit Commitments unless and until it
shall expressly agree under the applicable procedures to do so, at which time
such Lender shall be deemed to have made an Additional Revolving Credit
Commitment. This Agreement and the other Loan Documents may be amended from time
to time with the consent of the Administrative Agent and the Borrower (including
to reflect such Additional Revolving Credit Commitments and the initial funding
) in order to implement the provisions of this Section.

                         SECTION 3. CERTAIN PROVISIONS
                             APPLICABLE TO THE LOANS

               3.1 Optional and Mandatory Prepayments. (a) The Borrower may at
any time and from time to time prepay the Revolving Credit Loans, in whole or in
part, without premium or penalty (other than any amounts payable pursuant to
subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day
other than the last day of the Interest Period with respect thereto), upon at
least four Business Days' irrevocable notice to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination
thereof, the amount allocable to each. Upon receipt of any such notice the
Administrative Agent shall promptly notify each Lender thereof. If any such
notice is given, the amount specified in such notice shall be due and payable on
the date specified therein.

               (b) The Borrower may at any time and from time to time prepay,
without premium or penalty (other than any amounts payable pursuant to
subsection 3.11 if such prepayment is of Multicurrency Loans and is made on a
day other than the last day of the Interest Period with respect thereto), the
Multicurrency Loans, in whole or in part, upon at least three Business Days'
irrevocable notice to the Administrative Agent specifying the date and amount of
prepayment. Upon the receipt of any such notice, the Administrative Agent shall
promptly notify each Multicurrency Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein. Partial prepayments of Multicurrency Loans shall be in an
aggregate principal amount the Dollar Equivalent of which is at least $1,000,000
or an integral multiple of $100,000 in excess thereof.

               (c) (i) If, at any time during the Commitment Period, for any
reason the Aggregate Total Outstandings of all Lenders exceed the Aggregate
Revolving Credit Commitments then in effect, the Borrower shall, without notice
or demand, immediately prepay the Revolving Credit Loans and/or the
Multicurrency Loans in amounts such that the sum of (A) the aggregate principal
amount of the Revolving Credit Loans so prepaid and (B) the Dollar

<PAGE>
                                                                              35

Equivalent of the aggregate principal amount of the Multicurrency Loans so
prepaid, equals or exceeds the amount of such excess.

               (ii) If, at any time during the Commitment Period, for any reason
either (1) the Aggregate Total Outstandings of all Multicurrency Lenders exceed
the Aggregate Revolving Credit Commitments of the Multicurrency Lenders, (2) the
Aggregate Multicurrency Outstandings exceed the aggregate Multicurrency
Commitments, (3) the sum of the Aggregate Multicurrency Outstandings plus the
Dollar Equivalent of (x) the aggregate outstanding principal amount of Local
Currency Loans and (y) the aggregate outstanding amount of L/C Obligations
attributable to Letters of Credit denominated in currencies other than Dollars,
exceeds the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of
all L/C Obligations attributable to Letters of Credit denominated in currencies
other than Dollars exceeds, in the aggregate, $125,000,000, the Borrower shall,
without notice or demand, immediately prepay the Revolving Credit Loans and/or
the Multicurrency Loans and/or Local Currency Loans and/or cash collateralize
the L/C Obligations in amounts such that any such excess is eliminated.

               (iii) Each prepayment of Loans pursuant to this subsection 3.1(c)
shall be accompanied by any amounts payable under subsection 3.11 in connection
with such prepayment.

               (iv) Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans or Multicurrency Loans that would otherwise be required
pursuant to this subsection 3.1(c) solely as a result of fluctuations in
Exchange Rates from time to time shall only be required to be made pursuant to
this subsection 3.1(c) on the last Business Day of each month on the basis of
the Exchange Rate in effect on such Business Day.

               3.2 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election. The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election. Any such notice of conversion
to Eurodollar Loans shall specify the length of the initial Interest Period
therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof. All or any part of outstanding Eurodollar
Loans and ABR Loans may be converted as provided herein, provided that (i) no
Loan may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Lenders have determined that such a conversion is not appropriate and (ii) no
Loan may be converted into a Eurodollar Loan after the date that is one month
prior to the Termination Date.

               (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Lenders have determined that such a continuation is not appropriate or
(ii) after the date that is one month

<PAGE>
                                                                              36

prior to the Termination Date, and provided, further, that if the Borrower shall
fail to give such notice or if such continuation is not permitted, such Loans
shall be automatically converted to ABR Loans on the last day of such then
expiring Interest Period.

               (c) Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving a Notice of Multicurrency Loan Continuation, provided, that if
the Borrower shall fail to give such Notice of Multicurrency Loan Continuation
by the deadline specified therefor in Schedule II, such Multicurrency Loans
shall automatically be continued for an Interest Period of one month.

               3.3 Minimum Amounts and Maximum Number of Tranches. All
borrowings, conversions and continuations of Revolving Credit Loans and
Multicurrency Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, (i) the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (ii) the aggregate principal amount
of the Multicurrency Loans comprising each Multicurrency Tranche shall be in an
amount the Dollar Equivalent of which is at least $5,000,000. In no event shall
there be more than 7 Tranches outstanding at any time.

               3.4 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
Interest Period plus the Applicable Margin in effect for such day.

               (b) Each ABR Loan shall bear interest at a rate per annum equal
to the ABR plus the Applicable Margin.

               (c) Each Multicurrency Loan shall bear interest for each day that
it is outstanding at a rate per annum equal to the Eurocurrency Rate plus the
Applicable Margin in effect for such day.

               (d) Each CAF Advance shall bear interest at the rate determined
in accordance with subsection 2.9.

               (e) If all or a portion of (i) any principal of any Loan, (ii)
any interest payable thereon, (iii) any facility fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of any such overdue interest, facility fee or other
amount, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest,
facility fee or other amount is paid in full (as well after as before judgment).

               (f) Interest pursuant to this subsection shall be payable in
arrears on each Interest Payment Date or CAF Advance Interest Payment Date, as
the case may be, provided that interest accruing pursuant to paragraph (e) of
this subsection shall be payable from time to time on demand.

<PAGE>
                                                                              37

               3.5 Computation of Interest and Fees. (a) Whenever it is
calculated on the basis of the Prime Rate, interest shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed; and, otherwise, interest and fees shall be calculated on the basis of a
360-day year for the actual days elapsed. The Administrative Agent shall as soon
as practicable notify the Borrower and the Lenders of each determination of a
Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR, the Eurocurrency Reserve Requirements, the C/D Assessment
Rate or the C/D Reserve Percentage shall become effective as of the opening of
business on the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of the
effective date and the amount of each such change in interest rate.

               (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 3.4(a), (b) or (d).

               (c) If any Reference Lender shall for any reason no longer have a
Commitment or any Loans, such Reference Lender shall thereupon cease to be a
Reference Lender, and if, as a result, there shall only be one Reference Lender
remaining, the Administrative Agent (after consultation with the Lenders and
with the consent of the Borrower (which consent shall not be unreasonably
withheld)) shall, by notice to the Borrower and the Lenders, designate another
Lender as a Reference Lender so that there shall at all times be at least two
Reference Lenders.

               (d) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby. If any
of the Reference Lenders shall be unable or shall otherwise fail to supply such
rates to the Administrative Agent upon its request, the rate of interest shall,
subject to the provisions of subsection 3.6, be determined on the basis of the
quotations of the remaining Reference Lenders or Reference Lender.

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

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

               (b) the Administrative Agent shall have received notice from the
Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that
the Eurocurrency Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period,

<PAGE>
                                                                              38

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (w) any Eurodollar Loans or Multicurrency Loans, as the case may be,
requested to be made on the first day of such Interest Period shall be made as
ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2 or
2.14, the Borrower may cancel the request for such Eurodollar Loan or
Multicurrency Loan, as the case may be, by written notice to the Administrative
Agent one Business Day prior to the first day of such Interest Period and the
Borrower shall not be subject to any liability pursuant to subsection 3.11 with
respect to such cancelled request, (x) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as ABR Loans, (y) any outstanding Eurodollar Loans shall be converted,
on the first day of such Interest Period, to ABR Loans and (z) any Multicurrency
Loans to which such Interest Period relates shall be repaid on the first day of
such Interest Period. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or
continued as such, nor shall the Borrower have the right to convert ABR Loans to
Eurodollar Loans.

               3.7 Pro Rata Treatment and Payments. (a) Except as provided in
subsection 2.16, each payment (other than optional prepayments) of principal or
interest in respect of the Loans shall be made pro rata according to the amounts
then due and owing to the respective Lenders.

               (b) Except as provided in subsection 2.16, each borrowing by the
Borrower of Revolving Credit Loans from the Lenders hereunder shall be made pro
rata according to the Funding Commitment Percentages of the Lenders in effect on
the date of such borrowing. Each payment by the Borrower on account of any
facility fee hereunder and any reduction of the Revolving Credit Commitments of
the Lenders shall be allocated by the Administrative Agent among the Lenders pro
rata according to the Revolving Credit Commitment Percentages of the Lenders.
Except as provided in subsection 2.16, each payment (including each prepayment)
by the Borrower on account of principal of and interest on the Revolving Credit
Loans shall be made pro rata according to the respective outstanding principal
amounts of the Revolving Credit Loans then due and owing to the Lenders. All
payments (including prepayments) to be made by the Borrower hereunder in respect
of amounts denominated in Dollars, whether on account of principal, interest,
fees or otherwise, shall be made without set off or counterclaim and shall be
made prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Administrative
Agent's office specified in subsection 13.2, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans or Multicurrency Loans)
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension. If any payment on a Eurodollar Loan or a Multicurrency
Loan becomes due and payable on a day other than a Business Day, the maturity of
such payment shall be extended to the next succeeding Business Day (and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension) unless the result of such extension would
be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day.

<PAGE>
                                                                              39

               (c) Each borrowing of Multicurrency Loans by the Borrower shall
be made, and any reduction of the Multicurrency Commitments shall be allocated
by the Administrative Agent, pro rata according to the Multicurrency Commitment
Percentages of the Multicurrency Lenders. Each payment (including each
prepayment) by the Borrower on account of principal of and interest on
Multicurrency Loans shall be allocated by the Administrative Agent pro rata
according to the respective principal amounts of the Multicurrency Loans then
due and owing by the Borrower to each Multicurrency Lender. All payments
(including prepayments) to be made by the Borrower on account of Multicurrency
Loans hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without set-off or counterclaim and shall be made at or before the
payment time for the currency of such Multicurrency Loan from time to time
specified by the Administrative Agent by notice to the Multicurrency Lenders and
the Borrower, on the due date thereof to the Administrative Agent, for the
account of the Multicurrency Lenders, at the payment office for the currency of
such Multicurrency Loan from time to time specified by the Administrative Agent
by notice to the Multicurrency Lenders and the Borrower, in the currency of such
Multicurrency Loan and in immediately available funds. The Administrative Agent
shall distribute such payments to the Multicurrency Lenders entitled to receive
the same promptly upon receipt in like funds as received.

               (d) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to (i) the daily average Federal Funds Effective Rate (in the case of
a borrowing of Revolving Credit Loans or CAF Advances denominated in Dollars)
and (ii) the Administrative Agent's reasonable estimate of its average daily
cost of funds (in the case of a borrowing of Multicurrency Loans or CAF Advances
denominated in a currency other than Dollars), in each case for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this subsection shall be conclusive in the absence of
manifest error. If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon equal to (i) the rate per annum applicable to ABR
Loans hereunder (in the case of a borrowing of Revolving Credit Loans or CAF
Advances or CAF Advances denominated in Dollars) and (ii) the Administrative
Agent's reasonable estimate of its average daily cost of funds plus the
Applicable Margin applicable to Multicurrency Loans (in the case of a borrowing
of Multicurrency Loans or CAF Advances denominated in a currency other than
Dollars), on demand, from the Borrower.

               3.8 Illegality. Notwithstanding any other provision herein, if
after the date hereof the adoption of or any change in any Requirement of Law or
in the interpretation or

<PAGE>
                                                                              40

application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans or Multicurrency Loans as contemplated by this Agreement, (a)
the commitment of such Lender hereunder to make Eurodollar Loans or
Multicurrency Loans, continue Eurodollar Loans or Multicurrency Loans as such
and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled, (b) such
Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to ABR Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law and (c) such Lender's Multicurrency Loans shall be prepaid on
the last day of the then current Interest Period with respect thereto. If any
such conversion of a Eurodollar Loan occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to subsection
3.11.

               3.9 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof (or, in the case of LIBO Rate CAF Advances, made
subsequent to acceptance by the Borrower of such LIBO Rate CAF Advance):

                    (i) shall subject any Lender to any tax of any kind
          whatsoever with respect to this Agreement, any Note, any Letter of
          Credit, any Application, any Eurodollar Loan, Multicurrency Loan or
          LIBO Rate CAF Advance made by it, or change the basis of taxation of
          payments to such Lender in respect thereof (except for Non-Excluded
          Taxes covered by subsection 3.10 and changes in the rate of tax on the
          overall net income of such Lender);

                    (ii) shall impose, modify or hold applicable any reserve,
          special deposit, compulsory loan or similar requirement against assets
          held by, deposits or other liabilities in or for the account of,
          advances, loans or other extensions of credit by, or any other
          acquisition of funds by, any office of such Lender which is not
          otherwise included in the determination of the Eurocurrency Rate; or

                    (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, Multicurrency Loans, LIBO Rate CAF
Advances or issuing or participating in Letters of Credit or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduced amount
receivable; provided, that the Borrower shall not be required to pay to any
Lender any amounts under this paragraph for any period prior to the date on
which such Lender gives notice to the Borrower that such amounts are payable
unless such Lender gives such notice within 180 days after it became aware or
should have become aware of the event giving rise to such payment obligation.

               (b) If any Lender shall have determined that after the date
hereof the adoption of or any change in any Requirement of Law regarding capital
adequacy or in the interpretation

<PAGE>
                                                                              41

or application thereof or compliance by such Lender or any corporation
controlling such Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) from any Governmental Authority made
subsequent to the date hereof shall have the effect of reducing the rate of
return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder or under any Letter of Credit to a level below that which
such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, the Borrower shall promptly
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction; provided, that the Borrower shall not be required to
pay to any Lender any amounts under this paragraph for any period prior to the
date on which such Lender gives notice to the Borrower that such amounts are
payable unless such Lender gives such notice within 180 days after it became
aware or should have become aware of the event giving rise to such payment
obligation.

               (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower (with
a copy to the Administrative Agent) of the event by reason of which it has
become so entitled. A certificate as to any additional amounts payable pursuant
to this subsection submitted by such Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

               3.10 Taxes. (a) All payments made by the Borrower under any Loan
Document shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, any Loan Document). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder or under any Loan Document, the
amounts so payable to the Administrative Agent or such Lender shall be increased
to the extent necessary to yield to the Administrative Agent or such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in such Loan
Document, provided, however, that the Borrower shall not be required to increase
any such amounts payable to any Lender that is not organized under the laws of
the United States of America or a state thereof if such Lender fails to comply
with the requirements of paragraph (b) of this subsection. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the

<PAGE>
                                                                              42

Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement
and each other Loan Document and the payment of the Loans and all other amounts
payable hereunder and thereunder.

               (b) Each Lender (or Transferee) that is not a citizen or resident
of the United States of America, a corporation, partnership or other entity
created or organized in or under the laws of the United States of America (or
any jurisdiction thereof), or any estate or trust that is subject to federal
income taxation regardless of the source of its income (a "Non-U.S. Lender")
shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit J and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to any Loan Document (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

               (c) A Lender that is entitled to an exemption from or reduction
of non-U.S. withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate, provided that such Lender
is legally entitled to complete, execute and deliver such documentation and in
such Lender's reasonable judgment such completion, execution or submission would
not materially prejudice the legal position of such Lender.

               3.11 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans, Local
Currency Loans, Multicurrency Loans or CAF

<PAGE>
                                                                              43

Advances after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by the Borrower or any
Foreign Subsidiary Borrower in making any prepayment after the Borrower or such
Foreign Subsidiary Borrower has given a notice thereof in accordance with the
provisions of this Agreement or any other Loan Document or (c) the making of a
prepayment of Eurodollar Loans, Local Currency Loans, Multicurrency Loans or CAF
Advances or the conversion of Eurodollar Loans to ABR Loans on a day which is
not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) or, in the case of CAF Advances, the applicable CAF Advance Maturity
Date (or proposed CAF Advance Maturity Date), in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin or any positive margin applicable to CAF Advances included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Bank on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of this
Agreement and each other Loan Document and the payment of the Loans and all
other amounts payable hereunder and thereunder.

               3.12 Change of Lending Office; Removal of Lender. Each Lender
agrees that if it makes any demand for payment under subsection 3.9 or 3.10(a),
or if any adoption or change of the type described in subsection 3.8 shall occur
with respect to it, (i) it will use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions and so long as such
efforts would not be disadvantageous to it, as determined in its sole
discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for the Borrower to make payments
under subsection 3.9 or 3.10(a), or would eliminate or reduce the effect of any
adoption or change described in subsection 3.8 or (ii) it will, upon at least
five Business Days' notice from the Borrower to such Lender and the
Administrative Agent, assign, pursuant to and in accordance with the provisions
of subsection 13.6(c), to one or more Assignees designated by the Borrower all,
but not less than all, of such Lender's rights and obligations hereunder (other
than rights in respect of such Lender's outstanding CAF Advance), without
recourse to or warranty by, or expense to, such Lender, for a purchase price
equal to the outstanding principal amount of each Revolving Credit Loan then
owing to such Lender plus any accrued but unpaid interest thereon and any
accrued but unpaid facility fees and utilization fees owing thereto and, in
addition, all additional costs and reimbursements, expense reimbursements and
indemnities, if any, owing in respect of such Lender's Commitment hereunder at
such time (including any amount that would be payable under subsection 3.11 if
such assignment were, instead, a prepayment in full of all amounts owing to such
Lender) shall be paid to such Lender.

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

<PAGE>
                                                                              44

               (b) The Administrative Agent shall maintain the Register pursuant
to subsection 13.6(d), and a subaccount therein for each Lender, in which shall
be recorded (i) in the case of Revolving Credit Loans and Swingline Loans, the
amount of each Revolving Credit Loan or Swingline Loan made hereunder, the Type
thereof and each Interest Period applicable thereto, (ii) in the case of
Multicurrency Loans, the amount and currency of each Multicurrency Loans and
each Interest Period applicable thereto, (iii) in the case of CAF Advances, the
amount and currency of each CAF Advance made hereunder, the CAF Advance Maturity
Date thereof, the interest rate applicable thereto and each CAF Advance Interest
Payment Date applicable thereto, (iv) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (v) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

               (c) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 3.13(a) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.

               (d) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will execute and deliver to
such Lender a promissory note of the Borrower evidencing the Revolving Credit
Loans of such Lender, substantially in the form of Exhibit A with appropriate
insertions as to date and principal amount (a "Revolving Credit Note").

               (e) The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, the Borrower will execute and deliver to
such Lender a promissory note of the Borrower evidencing the CAF Advances of
such Lender, substantially in the form of Exhibit B with appropriate insertions
(a "CAF Advance Note").

                      SECTION 4. LOCAL CURRENCY FACILITIES

               4.1 Terms of Local Currency Facilities. (a) Subject to the
provisions of this Section 4, the Borrower may in its discretion from time to
time designate any Subsidiary of the Borrower organized under the laws of any
jurisdiction outside the United States as a "Foreign Subsidiary Borrower" and
any Qualified Credit Facility to which such Foreign Subsidiary Borrower and any
one or more Lenders (or its Affiliates, agencies or branches) is a party as a
"Local Currency Facility", with the consent of each such Lender in its sole
discretion, by delivering a Local Currency Facility Addendum to the
Administrative Agent and the Lenders (through the Administrative Agent) executed
by the Borrower, each such Foreign Subsidiary Borrower and each such Lender,
provided, that on the effective date of such designation no Event of Default
shall have occurred and be continuing. Concurrently with the delivery of a Local
Currency Facility Addendum, the Borrower or the relevant Foreign Subsidiary
Borrower shall furnish to the Administrative Agent copies of all documentation
executed and delivered by such Foreign Subsidiary Borrower in connection
therewith, together with, if applicable, an

<PAGE>
                                                                              45

English translation thereof. Except as otherwise provided in this Section 4 or
in the definition of "Qualified Credit Facility" in subsection 1.1, the terms
and conditions of each Local Currency Facility shall be determined by mutual
agreement of the relevant Foreign Subsidiary Borrower(s) and Local Currency
Lender(s). The documentation governing each Local Currency Facility shall (i)
contain an express acknowledgement that such Local Currency Facility shall be
subject to the provisions of this Section 4, (ii) if more than one Lender is a
party thereto, designate a Local Currency Facility Agent for such Local Currency
Facility and (iii) include an opinion of counsel reasonably satisfactory to the
Administrative Agent from the jurisdiction in which such Local Currency Facility
is established that the documentation governing such Local Currency Facility is
enforceable in accordance with its terms. Each of the Borrower and, by agreeing
to any Local Currency Facility designation as contemplated hereby, each relevant
Local Currency Lender (if any) party thereto which is an Affiliate, branch or
agency of a Lender, acknowledges and agrees that each reference in this
Agreement to any Lender shall, to the extent applicable, be deemed to be a
reference to such Local Currency Lender. In the event of any inconsistency
between the terms of this Agreement and the terms of any Local Currency
Facility, the terms of this Agreement shall prevail.

               (b) The documentation governing each Local Currency Facility
shall set forth (i) the maximum amount (expressed in Dollars) available to be
borrowed from all Local Currency Lenders under such Local Currency Facility (as
the same may be reduced from time to time, a "Local Currency Facility Maximum
Borrowing Amount") and (ii) with respect to each Local Currency Lender party to
such Local Currency Facility, the maximum amount (expressed in Dollars)
available to be borrowed from such Local Currency Lender thereunder (as the same
may be reduced from time to time, a "Local Currency Lender Maximum Borrowing
Amount").

               (c) Except as otherwise required by applicable law, in no event
shall the Local Currency Lenders party to a Local Currency Facility have the
right to accelerate the Local Currency Loans outstanding thereunder, or to
terminate their commitments (if any) to make such Local Currency Loans prior to
the earlier of the stated termination date in respect thereof or the Termination
Date, except, in each case, in connection with an acceleration of the Loans or a
termination of the Commitments pursuant to Section 10 hereof, provided, that
nothing in this paragraph (c) shall be deemed to require any Local Currency
Lender to make a Local Currency Loan if the applicable conditions precedent to
the making of such Local Currency Loan set forth in the documentation governing
the relevant Local Currency Facility have not been satisfied. No Local Currency
Loan may be made under a Local Currency Facility if (i) after giving effect
thereto, the conditions precedent in subsection 7.2 hereof would not be
satisfied or (ii) after giving effect to the making of such Local Currency Loan
and the simultaneous application of the proceeds thereof, (A) the Aggregate
Total Outstandings of all Lenders at any time exceeds the Aggregate Revolving
Credit Commitments or (B) the Dollar Equivalent of the aggregate outstanding
principal amount of Multicurrency Loans, Local Currency Loans and L/C
Obligations attributable to Letters of Credit denominated in any currency other
than Dollars would exceed $250,000,000.

               (d) The relevant Foreign Subsidiary Borrower shall furnish to the
Administrative Agent copies of any amendment, supplement or other modification
(including any change in commitment amounts or in the Local Currency Lenders
participating in any Local Currency Facility) to the terms of any Local Currency
Facility promptly after the effectiveness

<PAGE>
                                                                              46

thereof (together with, if applicable, an English translation thereof). If any
such amendment, supplement or other modification to a Local Currency Facility
shall (i) add a Local Currency Lender as a Local Currency Lender thereunder or
(ii) change the Local Currency Facility Maximum Borrowing Amount or any Local
Currency Lender Maximum Borrowing Amount with respect thereto, the Borrower
shall promptly furnish an appropriately revised Local Currency Facility
Addendum, executed by the Borrower, the relevant Foreign Subsidiary Borrower and
the affected Local Currency Lenders (or any agent acting on their behalf), to
the Administrative Agent and the Lenders (through the Administrative Agent).

               (e) The Borrower may terminate its designation of a facility as a
Local Currency Facility, with the consent of each Local Currency Lender party
thereto in its sole discretion, by written notice to the Administrative Agent,
which notice shall be executed by the Borrower, the relevant Foreign Subsidiary
Borrower and each Local Currency Lender party to such Local Currency Facility
(or any agent acting on their behalf). Once notice of such termination is
received by the Administrative Agent, such Local Currency Facility and the loans
and other obligations outstanding thereunder shall immediately cease to be
subject to the terms of this Agreement.

               4.2 Reporting of Local Currency Outstandings. (a) On the date of
the making of any Local Currency Loan having a maturity of 30 or more days to a
Foreign Subsidiary Borrower and on the last Business Day of each month on which
a Foreign Subsidiary Borrower has any outstanding Local Currency Loans, the
Local Currency Facility Agent for such Foreign Subsidiary Borrower, shall
deliver to the Administrative Agent a Notice of Local Currency Outstandings and
the Administrative Agent shall deliver a copy of such Notice of Local Currency
Outstandings to the Lenders. The Administrative Agent will, at the request of
any Local Currency Facility Agent, advise such Local Currency Facility Agent of
the Exchange Rate used by the Administrative Agent in calculating the Dollar
Equivalent of Local Currency Loans under the related Local Currency Facility on
any date.

               (b) For purposes of any calculation under this Agreement in which
the amount of the Aggregate Local Currency Outstandings of any Lender is a
component, the Administrative Agent shall make such calculation on the basis of
the Notices of Local Currency Outstanding received by it at least two Business
Days prior to the date of such calculation.

                          SECTION 5. LETTERS OF CREDIT

               5.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Lenders
set forth in subsection 5.4(a), agrees to issue letters of credit ("Letters of
Credit") for the account of the Borrower on any Business Day during the
Commitment Period in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Commitment, (ii) the aggregate amount of the
Available Revolving Credit Commitments would be less than zero or (iii) the
Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency
Loans, Local Currency Loans and L/C Obligations attributable to Letters of
Credit denominated in any currency other than Dollars would exceed $250,000,000.
Each Letter of Credit shall (i) be denominated in Dollars or any Available
Foreign Currency or

<PAGE>
                                                                              47

any other currency acceptable to the Issuing Lender (provided, that the Dollar
Equivalent of all L/C Obligations attributable to Letters of Credit denominated
in currencies other than Dollars shall not exceed, in the aggregate,
$125,000,000), (ii) have a face amount of at least $1,000,000 (unless otherwise
agreed by the Issuing Lender) and (iii) expire no later than the date that is
five Business Days prior to the Termination Date.

               (b) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

               (c) Letters of Credit, if any, issued under the Existing 364-Day
Credit Facility and outstanding on the Closing Date shall be deemed to be issued
under this Agreement on the Closing Date.

               5.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The
Issuing Lender shall promptly furnish to the Administrative Agent, which shall
in turn promptly furnish to the Lenders, notice of the issuance of each Letter
of Credit (including the amount thereof).

               5.3 Fees and Other Charges. (a) The Borrower will pay a fee on
the average daily undrawn and unexpired amount of all outstanding Letters of
Credit at a per annum rate equal to the Applicable Margin then in effect with
respect to Eurodollar Loans, shared ratably among the Revolving Lenders and
payable quarterly in arrears on each L/C Fee Payment Date after the issuance
date; such fee with respect to each Letter of Credit denominated in any currency
other than Dollars shall be payable in Dollars, and for purposes of calculating
the amount of such fee applicable to each Letter of Credit denominated in any
currency other than Dollars, the average daily undrawn and unexpired amount of
such Letter of Credit shall be the Dollar Equivalent of such amount calculated
at the Exchange Rate as of the relevant L/C Fee Payment Date. In addition, the
Borrower shall pay to the Issuing Lender for its own account a fronting fee of
0.125% per annum on the average daily undrawn and unexpired amount of each
Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date
after the issuance date; such fee with respect to each Letter of Credit
denominated in any currency other than Dollars shall be payable in Dollars, and
for purposes of calculating the amount of such fee applicable to each Letter of
Credit denominated in any currency other than Dollars, the average daily undrawn
and unexpired amount of such Letter of Credit shall be the Dollar Equivalent of
such amount calculated at the Exchange Rate as of the relevant L/C Fee Payment
Date.

<PAGE>
                                                                              48

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

               5.4 L/C Participations. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on
the terms and conditions set forth below, for such L/C Participant's own account
and risk an undivided interest equal to such L/C Participant's Revolving Credit
Commitment Percentage in the Issuing Lender's obligations and rights under and
in respect of each Letter of Credit and the amount of each draft paid by the
Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Lender that, if a draft is paid under any Letter of
Credit for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Lender upon demand at the Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's Revolving Credit
Commitment Percentage of the amount of such draft, or any part thereof, that is
not so reimbursed.

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

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

<PAGE>
                                                                              49

               5.5 Reimbursement Obligation of the Borrower. The Borrower agrees
to reimburse the Issuing Lender on the Business Day next succeeding the Business
Day on which the Issuing Lender notifies the Borrower of the date and amount of
a draft presented under any Letter of Credit and paid by the Issuing Lender for
the amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment. Each such payment shall be made to the Issuing Lender in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at the rate
set forth in (i) until the Business Day next succeeding the date of the relevant
notice, subsection 3.4(b) and (ii) thereafter, subsection 3.4(e). Each drawing
under any Letter of Credit shall (unless an event of the type described in
clause (i) or (ii) of Section 10(e) shall have occurred and be continuing with
respect to the Borrower, in which case the procedures specified in subsection
5.4 for funding by L/C Participants shall apply) constitute a request by the
Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.2
of ABR Loans in the amount of such drawing (and the minimum borrowing amount in
such subsection shall not apply to such borrowing). The Borrowing Date with
respect to such borrowing shall be the first date on which a borrowing of
Revolving Credit Loans could be made, pursuant to subsection 2.2, if the
Administrative Agent had received a notice of such borrowing at the time the
Administrative Agent receives notice from the relevant Issuing Lender of such
drawing under such Letter of Credit.

               5.6 Obligations Absolute. The Borrower's obligations under this
Section 5 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the
Borrower may have or have had against the Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with the Issuing
Lender that the Issuing Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations under subsection 5.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender to the Borrower.

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

<PAGE>
                                                                              50

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

               5.9 Letters of Credit Denominated in Currencies Other than
Dollars. Notwithstanding any other provision of this Section 5, in the event
that any Letter of Credit is denominated in any currency other than Dollars, the
amount of the Reimbursement Obligation of the Borrower pursuant to Section 5.5
in respect of such Letter of Credit shall bear interest as provided in Section
5.5 with respect to amounts owing in Dollars; provided, that (i) the interest
rate on such amounts shall be the rate reasonably determined by the relevant
Issuing Lender to be the equivalent rate, in respect of the relevant non-Dollar
currency, to the applicable rate provided in Section 5.5 with respect to amounts
denominated in Dollars and (ii) if the Borrower fails to pay any such
Reimbursement Obligation required by Section 5.5 on or prior to the third
Business Day following the date of the drawing to which such Reimbursement
Obligation relates, then, on the fourth Business Day following such date of
drawing, the relevant Issuing Lender, in cooperation with the Administrative
Agent, shall determine the Dollar Equivalent of the amount of such Reimbursement
Obligation, and the Borrower's obligation in respect of such Reimbursement
Obligation shall be converted to such Dollar Equivalent, with interest thereon
as provided in Section 5.5 (provided, that if the Application in respect of such
Letter of Credit provides for conversion of such amount into Dollars on any
earlier date or at any other conversion rate, the provisions of such Application
shall control with respect to such conversion).

                   SECTION 6. REPRESENTATIONS AND WARRANTIES

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

               6.1 Financial Condition. The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 2002 and December
31, 2001 and the related consolidated statements of operations and of cash flows
for the fiscal years ended on such dates, reported on by Ernst & Young LLP,
copies of which have heretofore been furnished to each Lender, are complete and
correct and present fairly the consolidated financial condition of the Borrower
and its consolidated Subsidiaries as at such dates, and the consolidated results
of their operations and their consolidated cash flows for the fiscal years then
ended. The unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at March 31, 2003 or, if later and prior to the
Signing Date, the date of the Borrower's most recent publicly available Form
10-Q and the related unaudited consolidated statements of operations and of cash
flows for the fiscal period ended on such date, certified by a Responsible
Officer, copies of which have heretofore been furnished to each Lender, are
complete and materially correct and present fairly (subject to normal year-end
audit adjustments) the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the fiscal period then ended.
All such

<PAGE>
                                                                              51

annual financial statements, including the related schedules and notes thereto,
were, as of the date prepared, prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein). The quarterly financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X under
the Securities Act of 1933. Accordingly, such quarterly statements do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of the Borrower, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Neither the Borrower nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Guarantee Obligation, material contingent
liability or material liability for taxes, or any material long-term lease or
material unusual forward or long-term commitment, including, without limitation,
any interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.

               6.2 No Change. Since December 31, 2002 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

               6.3 Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law, except to the extent that the failure of the foregoing clauses (a) (only
with respect to Subsidiaries of the Borrower), (c) and (d) to be true and
correct could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

               6.4 Corporate Power; Authorization; Enforceable Obligations. The
Borrower has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement, any Notes and any
Applications and to authorize the execution, delivery and performance of the
Loan Documents to which it is a party. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required with respect to the Borrower or any of its
Subsidiaries in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
the Borrower is a party. This Agreement and each other Loan Document to which
the Borrower is, or is to become, a party has been or will be, duly executed and
delivered on behalf of the Borrower. This Agreement and each other Loan Document
to which the Borrower is, or is to become, a party constitutes or will
constitute, a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

<PAGE>
                                                                              52

               6.5 No Legal Bar. The execution, delivery and performance of the
Loan Documents, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or Contractual Obligation of the
Borrower or of any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect and will not result in, or require, the creation
or imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation which
could reasonably be expected to have a Material Adverse Effect.

               6.6 No Material Litigation. Except as disclosed in the Borrower's
Form 10-K dated December 31, 2002 or the Borrower's Form 10-Q dated March 31,
2003 or, if later and prior to the Signing Date, the date of the Borrower's most
recent publicly available Form 10-Q, no litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby, or (b) which could reasonably be expected to have a
Material Adverse Effect.

               6.7 No Default. Neither the Borrower nor any of its Subsidiaries
is in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

               6.8 Intellectual Property. Except as disclosed in the Borrower's
Form 10-K dated December 31, 2002 or the Borrower's Form 10-Q dated March 31,
2003 or, if later and prior to the Signing Date, the date of the Borrower's most
recent publicly available Form 10-Q, the Borrower and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes necessary for the conduct of its business as currently
conducted except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the "Intellectual
Property"). Except as disclosed in the Borrower's Form 10-K dated December 31,
2002 or the Borrower's Form 10-Q dated March 31, 2003 or, if later and prior to
the Signing Date, the date of the Borrower's most recent publicly available Form
10-Q, no claim has been asserted and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does the Borrower know of
any valid basis for any such claim, except for such claims that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
Except as disclosed in the Borrower's Form 10-K dated December 31, 2002 or the
Borrower's Form 10-Q dated March 31, 2003 or, if later and prior to the Signing
Date, the date of the Borrower's most recent publicly available Form 10-Q, the
use of such Intellectual Property by the Borrower and its Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

               6.9 Taxes. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of the Borrower, are
required to be filed and has

<PAGE>
                                                                              53

paid all taxes shown to be due and payable on said returns or on any assessments
made against it (other than any the amount or validity of which are currently
being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the
Borrower or its Subsidiaries, as the case may be), except to the extent that the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

               6.10 Federal Regulations. No part of the proceeds of any Loans
will be used in any manner which would violate Regulation U of the Board as now
and from time to time hereafter in effect.

               6.11 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan other
than a Multiemployer Plan, and each Plan has complied in all material respects
with the applicable provisions of ERISA and the Code, where the liability which
could be reasonably expected to result could have a Material Adverse Effect;
provided, however, that with respect to any Multiemployer Plan, such
representation is made only to the knowledge of the Borrower. No termination of
a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation
is made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan and to the knowledge of the Borrower, neither the Borrower
nor any Commonly Controlled Entity would become subject to any liability under
ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made which
liability could be reasonably expected to result could have a Material Adverse
Effect. No such Multiemployer Plan is in Reorganization or Insolvent.

               6.12 Investment Company Act; Other Regulations. The Borrower is
not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
The Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

               6.13 Purpose of Loans. The proceeds of the Loans shall be used to
finance the working capital and general corporate needs of the Borrower and its
Subsidiaries, including but not limited to acquisitions.

               6.14 Environmental Matters. Except to the extent that the failure
of the following statements to be true and correct could not reasonably be
expected to have a Material Adverse Effect:

<PAGE>
                                                                              54

               (a) The facilities and properties owned, leased or operated by
the Borrower or any of its Subsidiaries (the "Properties") do not contain, and
have not previously contained, any Materials of Environmental Concern in amounts
or concentrations which (i) constitute or constituted a violation of, or (ii)
could reasonably be expected to give rise to liability under, any Environmental
Law.

               (b) The Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no contamination
at, under or about the Properties or violation of any Environmental Law with
respect to the Properties or the business operated by the Borrower or any of its
Subsidiaries (the "Business") which could reasonably be expected to materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

               (c) Neither the Borrower nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.

               (d) Materials of Environmental Concern have not been transported
or disposed of from the Properties in violation of, or in a manner or to a
location which could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise
to liability under, any applicable Environmental Law.

               (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business.

               (f) There has been no release or threat of release of Materials
of Environmental Concern at or from the Properties, or arising from or related
to the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws.

               6.15 Disclosure. The statements and information contained herein
and in any of the information provided to the Administrative Agent or the
Lenders in writing (other than financial projections) in connection with this
Agreement, taken as a whole, do not contain any untrue statement of any material
fact, or omit to state a fact necessary in order to make such statements or
information not misleading in any material respect, in each case in light of the
circumstances under which such statements were made or information provided as
of the date so provided. The financial projections contained in the April 2003
Confidential Information

<PAGE>
                                                                              55

Memorandum, furnished to the Administrative Agent and the Lenders in writing in
connection with this Agreement have been prepared in good faith based upon
assumptions which were reasonable when such projections were made, it being
acknowledged that such projections are subject to the uncertainty inherent in
all projections of future results and that there can be no assurance that the
results set forth in such projections will in fact be realized.

                        SECTION 7. CONDITIONS PRECEDENT

               7.1 Conditions to Initial Loans and Letters of Credit. The
agreement of each Lender to make the initial Loan requested to be made by it, or
to issue any Letter of Credit, is subject to the satisfaction on the Closing
Date of the following conditions precedent:

               (a) Credit Agreement. The Administrative Agent shall have
received this Agreement, executed and delivered by a duly authorized officer of
each Lender and the Borrower, with a counterpart for each Lender

               (b) Closing Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate of the Borrower,
dated the Closing Date, substantially in the form of Exhibit F, with appropriate
insertions and attachments, satisfactory in form and substance to the
Administrative Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of the Borrower.

               (c) Representations and Warranties. Each of the representations
and warranties made by the Borrower in or pursuant to the Loan Documents shall
be true and correct in all material respects on and as of the Closing Date as if
made on and as of the Closing Date.

               (d) Payments among Lenders. The Lenders under the Existing
364-Day Credit Facility and the Lenders under this Agreement shall have made
payments among themselves as directed by the Administrative Agent in order that
the Loans, if any, shall be held in accordance with the Commitments under this
Agreement. All interest, fees and other amounts owed under the Existing 364-Day
Credit Facility (other than Loans, which will be reallocated as described in the
preceding sentence) on the Closing Date shall have been paid in full on the
Closing Date.

               (e) Legal Opinion. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of counsel to the
Borrower (which opinion may be delivered in part by in-house counsel to the
Borrower), covering the matters set forth in Exhibit G. Such legal opinion shall
cover such other matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require.

               (f) Approvals. All governmental and third party approvals
necessary in connection with the execution, delivery and performance of this
Agreement and the other Loan Documents shall have been obtained and be in full
force and effect.

               (g) Financial Statements; Pro Forma Projected Consolidated
Capitalization. The Lenders shall have received (i) satisfactory audited
consolidated financial statements of the Borrower and its consolidated
Subsidiaries for the two most recent fiscal years ended prior to the

<PAGE>
                                                                              56

Closing Date as to which such financial statements are available and (ii)
satisfactory unaudited interim consolidated financial statements of the Borrower
and its consolidated Subsidiaries for each quarterly period ended subsequent to
the date of the latest financial statements delivered pursuant to clause (i) of
this paragraph as to which such financial statements are available.

               (h) Fees. The Lenders and the Administrative Agent shall have
received all fees required to be paid and all expenses required to be paid by
the Borrower pursuant to the terms hereof and for which invoices have been
presented at least five (5) Business Days in advance, on or before the Closing
Date.

               7.2 Conditions to Each Loan and Letter of Credit. The agreement
of each Lender to make any Loan requested to be made by it on any date, or to
issue any Letter of Credit, (including, without limitation, its initial Loan) is
subject to the satisfaction of the following conditions precedent:

               (a) Representations and Warranties. Each of the representations
and warranties made by the Borrower in or pursuant to the Loan Documents shall
be true and correct in all material respects on and as of such date as if made
on and as of such date (other than, in the case of any Loan made after the
Closing Date, the representations and warranties in subsections 6.2 and 6.6
which shall be true and correct in all material respects on and as of the
Closing Date).

               (b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the Loans
requested to be made, or Letter of Credit requested to be issued, on such date.

               Each borrowing by the Borrower hereunder, and each request by the
Borrower for the issuance of a Letter of Credit, shall constitute a
representation and warranty by the Borrower as of the date thereof that the
conditions contained in this subsection have been satisfied.

               7.3 Conditions to Term-Out. The extension of the Maturity Date
pursuant to the Term-Out is subject to the satisfaction of the following
conditions precedent:

               (a) Representations and Warranties. Each of the representations
and warranties made by the Borrower in or pursuant to the Loan Documents shall
be true and correct in all material respects on and as of the Termination Date
as if made on and as of such date (other than the representations and warranties
in subsections 6.2 and 6.6).

               (b) No Default. No Default or Event of Default shall have
occurred and be continuing on the Termination Date.

                        SECTION 8. AFFIRMATIVE COVENANTS

               The Borrower hereby agrees that, so long as the Commitments (or
any of them) remain in effect, any Letter of Credit is outstanding or any amount
is owing to any Lender or the Administrative Agent hereunder or under any other
Loan Document, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its Subsidiaries
to:

<PAGE>
                                                                              57

               8.1 Financial Statements. Furnish to each Lender:


               (a) as soon as available, but in any event within 110 days after
the end of each fiscal year of the Borrower, a copy of the consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end of such
year and the related consolidated statements of operations and stockholders'
equity and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by Ernst & Young LLP or other independent certified public
accountants of nationally recognized standing; and

               (b) as soon as available, but in any event not later than 60 days
after the end of each of the first three quarterly periods of each fiscal year
of the Borrower, the unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of operations for such quarter and the portion
of the fiscal year through the end of such quarter and of cash flows of the
Borrower and its consolidated Subsidiaries for the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative form
the figures for the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit
adjustments);

               (c) all such financial statements shall be complete and correct
in all material respects and shall be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein); provided, that it is hereby
acknowledged that the quarterly financial statements delivered pursuant to
paragraph (b) above may not include all of the information and footnotes
required by GAAP for complete annual financial statements.

Any financial statement required to be furnished pursuant to this subsection 8.1
shall be deemed to have been furnished on the date on which the Lenders receive
notice that the Borrower has posted such financial statement on the Intralinks
website on the Internet at www.intralinks.com; provided that the Borrower shall
give notice of any such posting to the Administrative Agent (who shall then give
notice of any such posting to the Lenders). Notwithstanding the foregoing, the
Borrower shall deliver paper copies of any financial statement referred to in
this subsection 8.1 to the Administrative Agent if the Administrative Agent or
any Lender requests the Borrower to furnish such paper copies until written
notice to cease delivering such paper copies is given by the Administrative
Agent.

               8.2 Certificates; Other Information. Furnish to the
Administrative Agent with sufficient copies for the Lenders:

               (a) concurrently with the delivery of the financial statements
referred to in subsections 8.1(a) and 8.1(b), a certificate of a Responsible
Officer stating that such Officer has obtained no knowledge of any Default or
Event of Default that has occurred and is continuing except as specified in such
certificate, and including calculations demonstrating compliance with subsection
9.1;

<PAGE>
                                                                              58

               (b) within ten days after the same are sent, copies of all
financial statements and reports which the Borrower sends to its stockholders,
and within five days after the same are filed, copies of all financial
statements and reports which the Borrower may make to, or file with, the
Securities and Exchange Commission or any successor or analogous Governmental
Authority, and promptly after the same are issued, copies of all press releases
issued by the Borrower; and

               (c) promptly, such additional financial and other information as
any Lender may from time to time reasonably request.

               8.3 Payment of Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

               8.4 Conduct of Business and Maintenance of Existence. (a)
Continue to engage in business of the same general type as conducted by it on
the Signing Date, (b) preserve, renew and keep in full force and effect its
corporate existence and (except as could not in the aggregate be reasonably
expected to have a Material Adverse Effect), (c) take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business except as otherwise permitted pursuant to
subsection 9.4 and (d) comply with all Contractual Obligations and Requirements
of Law except to the extent that failure to comply therewith could not, in the
aggregate, be reasonably expected to have a Material Adverse Effect.

               8.5 Maintenance of Property; Insurance. Keep all property
necessary in its business in good working order and condition except to the
extent that failure to do so could not, in the aggregate, be reasonably expected
to have a Material Adverse Effect; maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks as are adequate for conducting its business; and
furnish to each Lender, upon written request, full information as to the
insurance carried.

               8.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender (upon reasonable advance notice coordinated
through the Administrative Agent) to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.

               8.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

               (a) the occurrence of any Default or Event of Default;

<PAGE>
                                                                              59

               (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time involving the Borrower
or any of its Subsidiaries, which in either case, could reasonably be expected
to have a Material Adverse Effect; and

               (c) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan,
other than the termination of any Single Employer Plan pursuant to Section
4041(b) of ERISA where, in connection with any of the foregoing, the amount of
liability the Borrower or any Commonly Controlled Entity could reasonably be
expected to incur would be material.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

                         SECTION 9. NEGATIVE COVENANTS

               The Borrower hereby agrees that, so long as the Commitments (or
any of them) remain in effect, any Letter of Credit remains outstanding, or any
amount is owing to any Lender or the Administrative Agent hereunder or under any
other Loan Document, the Borrower shall not, and (except with respect to
subsection 9.1) shall not permit any of its Subsidiaries to, directly or
indirectly:

               9.1 Financial Covenants. (a) Consolidated Leverage Ratio. Permit
the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower to exceed 3.5 to 1.0.

               (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Borrower to be less than 3.5 to 1.0.

               9.2 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

               (a) Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Subsidiaries,
as the case may be, in conformity with GAAP;

<PAGE>
                                                                              60

               (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;

               (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

               (d) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business; (e) easements, rights-of-way, restrictions
and other similar encumbrances incurred in the ordinary course of business
which, in the aggregate, are not substantial in amount and which do not in any
case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Borrower
or such Subsidiary;

               (f) Liens in existence on the date hereof listed on Schedule 9.2,
provided that no such Lien is spread to cover any additional property after the
Closing Date and that the amount of Indebtedness secured thereby is not
increased;

               (g) Liens securing Indebtedness of the Borrower and its
Subsidiaries incurred to finance the acquisition of fixed or capital assets,
provided that (i) such Liens shall be created substantially simultaneously with
the acquisition of such fixed or capital assets, (ii) such Liens do not at any
time encumber any property other than the property financed by such Indebtedness
and (iii) the amount of Indebtedness secured thereby is not increased;

               (h) Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof, provided that (i) such Liens existed
at the time such corporation became a Subsidiary and were not created in
anticipation thereof, (ii) any such Lien is not spread to cover any property or
assets of such corporation after the time such corporation becomes a Subsidiary,
and (iii) the amount of Indebtedness secured thereby is not increased;

               (i) Liens created pursuant to any Receivables Transaction
permitted pursuant to subsection 9.3(a); and

               (j) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Borrower and all Subsidiaries) $100,000,000
in aggregate amount at any time.

               9.3 Limitation on Indebtedness. Create, issue, incur, assume,
become liable in respect of or suffer to exist

               (a) any Indebtedness pursuant to any Receivables Transaction,
except for Indebtedness pursuant to all Receivables Transactions in an aggregate
principal amount not exceeding 15% of Consolidated Tangible Assets; or

<PAGE>
                                                                              61

               (b) any Indebtedness of any of the Subsidiaries of the Borrower
other than (x) Indebtedness of any Receivables Subsidiary pursuant to any
Receivables Transaction permitted under subsection 9.3(a), (y) any Indebtedness
of any Subsidiary of the Borrower owing to the Borrower or to any other
Subsidiary of the Borrower and (z) any other Indebtedness of Subsidiaries of the
Borrower in an aggregate principal amount at any time outstanding not to exceed
15% of Consolidated Tangible Assets.

               9.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

               (a) any Subsidiary of the Borrower may be merged or consolidated
with or into the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any one or more wholly owned Subsidiaries
of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall
be the continuing or surviving corporation);

               (b) the Borrower or any wholly owned Subsidiary of the Borrower
may sell, lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any other wholly owned
Subsidiary, and, so long as no Default or Event of Default shall have occurred
and be continuing or would occur as a result thereof, the Borrower or any
Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly
owned Subsidiary of the Borrower for fair market value;

               (c) any non-wholly owned Subsidiary of the Borrower may sell,
lease, transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the
Borrower for fair market value or may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or otherwise) to any
other non-wholly owned Subsidiary of the Borrower; and

(d) the Borrower or any Subsidiary of the Borrower may be merged or consolidated
with or into another Person; provided that the Borrower or such Subsidiary shall
be the continuing or surviving corporation and no Default or Event of Default
shall have occurred and be continuing or would occur as a result thereof (and,
in the case of any such transaction involving a Subsidiary, such Subsidiary
shall continue to be a Subsidiary or the Borrower shall have received fair
market value therefor as determined by the Board of Directors of the Borrower);
and provided further that the Borrower may not be merged or consolidated with or
into any Subsidiary.

                         SECTION 10. EVENTS OF DEFAULT

               If any of the following events shall occur and be continuing:

               (a) The Borrower shall fail to pay any principal of any Loan or
any Reimbursement Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Loan, or any fee
or other amount payable hereunder, within five days after any such interest or
other amount becomes due in accordance with the terms thereof or hereof; or

<PAGE>
                                                                              62

               (b) Any representation or warranty made or deemed made by the
Borrower herein or in any other Loan Document or which is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement shall prove to have been
incorrect in any material respect on or as of the date made or deemed made; or

               (c) (i) The Borrower shall default in the observance or
performance of any covenant contained in subsections 8.4(b), 8.7(a) or in
Section 9; (ii) the Borrower shall default in the observance or performance of
any agreement contained in Section 12; or (iii) the Borrower shall default in
the observance or performance of any other agreement contained in this Agreement
(other than as provided above in this Section), and such default described in
this clause (iii) shall continue unremedied for a period of 30 days; or

               (d) The Borrower or any of its Subsidiaries shall (i) default in
any payment of principal of or interest of any Indebtedness (other than the
Loans) or in the payment of any Guarantee Obligation, beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or Guarantee Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or such Guarantee Obligation to become payable;
provided, however, that no Default or Event of Default shall exist under this
paragraph unless the aggregate amount of Indebtedness and/or Guarantee
Obligations in respect of which any default or other event or condition referred
to in this paragraph shall have occurred shall be equal to at least
$100,000,000; or

               (e) (i) The Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which

<PAGE>
                                                                              63

shall not have been vacated, discharged, or stayed or bonded pending appeal
within 60 days from the entry thereof; or (iv) the Borrower or any of its
Subsidiaries shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall
generally not or shall admit in writing its inability to, pay its debts as they
become due; or

               (f) (i) Any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan or any Lien
in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is likely to result in the termination of such Plan for purposes of
Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall
incur any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or (vi) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (vi) above, such event or condition, together with all other such events
or conditions, if any, could reasonably be expected to have a Material Adverse
Effect; or

               (g) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability (not
paid or in excess of the amount recoverable by insurance) of $100,000,000 (net
of any related tax benefit) or more, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within 60 days
from the entry thereof; or

               (h) (i) Any Person or "group" (within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) (A) shall
have acquired beneficial ownership of 30% or more of any outstanding class of
Capital Stock having ordinary voting power in the election of directors of the
Borrower (other than Peter M. Nicholas and John E. Abele or any of their
affiliated trust holdings) or (B) shall obtain the power (whether or not
exercised) to elect a majority of the Borrower's directors or (ii) the Board of
Directors of the Borrower shall not consist of a majority of Continuing
Directors; "Continuing Directors" shall mean the directors of the Borrower on
the Closing Date and each other director, if such other director's nomination
for election to the Board of Directors of the Borrower is recommended by a
majority of the then Continuing Directors;

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

<PAGE>
                                                                              64

Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. In the case of each Letter of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in cash collateral accounts opened by the Administrative Agent an amount (in the
currency in which such Letter of Credit is denominated) equal to the then
undrawn and unexpired amount of such Letter of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrower hereunder and under the
other Loan Documents shall have been paid in full (or in the event that the
acceleration that required the funding of such cash collateral account is
rescinded by the Lenders), the balance, if any, in such cash collateral account
shall be returned to the Borrower (or such other Person as may be lawfully
entitled thereto).


                             SECTION 11. THE AGENTS

               11.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

               11.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

<PAGE>
                                                                              65

               11.3 Exculpatory Provisions. Neither any Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by such Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. No Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower.

               11.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Majority Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

               11.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

<PAGE>
                                                                              66

               11.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

               11.7 Indemnification. The Lenders agree to indemnify each Agent
in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Revolving Credit Commitment Percentages in effect on the date
on which indemnification is sought (or, if indemnification is sought after the
date upon which the Commitments shall have terminated and the Loans shall have
been paid in full, ratably in accordance with such percentages immediately prior
to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements which are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this subsection shall survive the payment
of the Loans and all other amounts payable hereunder.

               11.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the

<PAGE>
                                                                              67

Administrative Agent hereunder and under the other Loan Documents. With respect
to the Loans made by it and with respect to any Letter of Credit issued or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

               11.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Borrower), shall succeed to the rights,
powers and duties of the Administrative Agent hereunder. Effective upon such
appointment and approval, the term "Administrative Agent" shall mean such
successor agent, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.

               11.10 The Arrangers, the Bookrunners and the Syndication Agents.
None of the Arrangers, the Bookrunners or the Syndication Agents shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the
foregoing, none of the Arrangers, the Bookrunners or the Syndication Agents
shall have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on the Arrangers,
the Bookrunners or the Syndication Agents in deciding to enter into this
Agreement or in taking or not taking any action hereunder.

                              SECTION 12. GUARANTEE

               12.1 Guarantee. (a) The Borrower hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Administrative Agent and the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Foreign Subsidiary Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.

               (b) No payment or payments made by the Borrower or any other
Person or received or collected by the Administrative Agent or any Lender from
the Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Borrower hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

<PAGE>
                                                                              68

               (c) The Borrower agrees that whenever, at any time, or from time
to time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent and
such Lender in writing that such payment is made under this Section for such
purpose.

               12.2 No Subrogation. Notwithstanding any payment or payments made
by the Borrower hereunder, or any set-off or application of funds of the
Borrower by the Administrative Agent or any Lender, the Borrower shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Foreign Subsidiary Borrowers or against any collateral
security or guarantee or right of offset held by the Administrative Agent or any
Lender for the payment of the Obligations, nor shall the Borrower seek or be
entitled to seek any contribution or reimbursement from the Foreign Subsidiary
Borrowers in respect of payments made by the Borrower hereunder, until all
amounts owing to the Administrative Agent and the Local Currency Lenders by the
Foreign Subsidiary Borrowers on account of the Obligations are paid in full and
the Commitments are terminated. If any amount shall be paid to the Borrower on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by the Borrower in trust
for the Administrative Agent and the Lenders, segregated from other funds of the
Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to
the Administrative Agent in the exact form received by the Borrower (duly
indorsed by the Borrower to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
Administrative Agent may determine. The provisions of this paragraph shall
continue to be effective after the termination of this Agreement, the payment in
full of the Obligations and the termination of the Commitments.

               12.3 Amendments, etc. with respect to the Obligations; Waiver of
Rights. The Borrower shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Borrower, and without notice to or
further assent by the Borrower, any demand for payment of any of the Obligations
made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender, and any of the Obligations continued, and
the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and any Loan Documents and
any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions thereof as the Administrative Agent (or the
requisite Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. None of the Administrative
Agent or any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Agreement or any property subject thereto. When making any demand hereunder
against the Borrower, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Foreign Subsidiary
Borrowers or any other guarantor, and any failure by the Administrative Agent or
any Lender to make any such demand or to collect any payments from a Foreign
Subsidiary Borrower or any such other

<PAGE>
                                                                              69

guarantor or any release of a Foreign Subsidiary Borrower or such other
guarantor shall not relieve the Borrower of its obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Administrative Agent or any Lender
against the Borrower. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

               12.4 Guarantee Absolute and Unconditional. The Borrower waives
any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Agreement or acceptance of this Agreement; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Agreement; and all dealings between the Foreign Subsidiary Borrowers and the
Borrower, on the one hand, and the Administrative Agent and the Lenders, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Agreement. The Borrower waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations.
This Section 12 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of this Agreement, any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Foreign Subsidiary Borrowers against the
Administrative Agent or any Lender, (c) any law, regulation, decree or order of
any jurisdiction, or any other event, affecting the Obligations or any Lender's
rights with respect thereto, including, without limitation: (i) the application
of any such law, regulation, decree or order, including any prior approval,
which would prevent the exchange of a non-Dollar currency for Dollars or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars in any legal exchange market in such jurisdiction in accordance with
normal commercial practice; or (ii) a declaration of banking moratorium or any
suspension of payments by banks in such jurisdiction or the imposition by such
jurisdiction or any governmental authority thereof of any moratorium on the
required rescheduling or restructuring of, or required approval of payments on,
any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation,
nationalization or requisition by such country or any governmental authority
that directly or indirectly deprives the companies in such jurisdiction of any
payment obligation under the Obligations; or (iv) any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events
occurring in such jurisdiction which has the same effect as the events described
in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses
(i) through (iv) above, to the extent occurring or existing on or at any time
after the date of this Agreement), or (d) any other circumstance whatsoever
(with or without notice to or knowledge of the Foreign Subsidiary Borrowers or
the Borrower) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Foreign Subsidiary Borrowers for the
Obligations, or of the Borrower under this Section 12, in bankruptcy or in any
other instance. When pursuing its rights and remedies hereunder against the
Borrower, the Administrative Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Foreign Subsidiary Borrowers or any other Person or against any collateral
security or guarantee for the Obligations or any right of

<PAGE>
                                                                              70

offset with respect thereto, and any failure by the Administrative Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
the Borrower or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Foreign Subsidiary Borrowers or any such other Person or of any such
collateral security, guarantee or right of offset, shall not relieve the
Borrower of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the
Administrative Agent or any Lender against the Borrower. This Section 12 shall
remain in full force and effect and be binding in accordance with and to the
extent of its terms upon the Borrower and its successors and assigns, and shall
inure to the benefit of the Administrative Agent and the Lenders, and their
respective successors, indorsees, transferees and assigns, until all the
Obligations and the obligations of the Borrower under this Agreement shall have
been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of this Agreement the
Foreign Subsidiary Borrowers may be free from any Obligations.

               12.5 Reinstatement. This Section 12 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

               12.6 Payments. The Borrower hereby agrees that all payments
required to be made by it hereunder will be made to the Administrative Agent
without set-off or counterclaim in accordance with the terms of the Obligations,
including, without limitation, in the currency in which payment is due, provided
that if a payment is due in a currency other than Dollars and/or at a place
other than the United States, and such payment is not made as and when agreed,
the Borrower will, upon the Administrative Agent's request, either (i) make
payment in such non-Dollar currency and at the place where such payment is
payable or (ii) pay the Administrative Agent in Dollars at 270 Park Avenue, New
York, New York. In the event of a payment pursuant to clause (ii) above, the
Borrower will pay the Administrative Agent the Dollar Equivalent of the amount
of such payment on the date the Borrower makes such payment.

               12.7 "Lenders". For all purposes of this Section 12, the term
"Lenders" shall be deemed to include Local Currency Lenders.

                           SECTION 13. MISCELLANEOUS

               13.1 Amendments and Waivers. (a) Except as provided in paragraphs
(b) and (c) of this subsection 13.1, neither this Agreement nor any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. The
Majority Lenders may, or, with the written consent of the Majority Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to the other Loan
Documents for the purpose of adding any provisions to this Agreement or the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Borrower hereunder or

<PAGE>
                                                                              71

thereunder or (b) waive, on such terms and conditions as the Majority Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i) reduce
the amount or extend the scheduled date of maturity of any Loan, or reduce the
stated rate or amount of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Lender's Multicurrency Commitment, Revolving Credit
Commitment, Swingline Commitment or L/C Commitment, in each case without the
consent of each Lender affected thereby, or (ii) amend, modify or waive any
provision of this subsection or reduce the percentages specified in the
definitions, of Majority Lenders or Majority Multicurrency Lenders, or consent
to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents or release,
subordinate or otherwise materially limit the Borrower's liability with respect
to the guarantee set forth in Section 12, in each case without the written
consent of all the Lenders, or (iii) amend, modify or waive any provision of
Section 11 without the written consent of the then Administrative Agent. Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrower, the
Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Borrower, the Lenders and the Administrative Agent shall
be restored to their former positions and rights hereunder and under the other
Loan Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.

               (b) In addition to amendments effected pursuant to the foregoing
paragraph (a), (i) Schedule II may be amended to change administrative
information contained therein with the approval of the Majority Multicurrency
Lenders, upon execution and delivery by the Borrower and the Administrative
Agent of a written amendment providing for such amendment and (ii) additional
freely-convertible eurocurrencies may be added as Available Foreign Currencies,
upon execution and delivery by the Borrower, the Administrative Agent and the
Majority Multicurrency Lenders of an amendment providing for such addition.

               (c) The Administrative Agent shall give prompt written notice to
each Lender of any amendment effected pursuant to subsection 13.1(b).

               (d) Notwithstanding the provisions of this subsection 13.1 (i)
any Local Currency Facility may be amended, supplemented or otherwise modified
in accordance with its terms so long as after giving effect thereto either (A)
such Local Currency Facility ceases to be an "Local Currency Facility" and the
Borrower so notifies the Administrative Agent or (B) the Local Currency Facility
continues to meet the requirements of a Local Currency Facility set forth herein
and (ii) the Loan Documents may be amended with the consent of the
Administrative Agent and the Borrower in order to implement Section 2.17.

               13.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after

<PAGE>
                                                                              72

being deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower and the Administrative Agent, and as set
forth in Schedule I in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:

            The Borrower:            Boston Scientific Corporation
                                     One Boston Scientific Place
                                     Natick, Massachusetts 01760
                                     Attention:  Lawrence C. Best
                                                 Senior Vice President,
                                                 Finance & Administration
                                                 and Chief Financial Officer
                                     Fax:        508-650-8951

                                     with a copy to:
                                     General Counsel's Office
                                     Fax: 508-650-8960

            The Administrative       Loan & Agency Services Group
            Agent:                   One Chase Manhattan Plaza
                                     8th Floor
                                     New York, New York 10081
                                     Attention: Janet Belden
                                     Fax: 212-552-5658

                                     with a copy to:

                                     JPMorgan Chase Bank
                                     270 Park Avenue
                                     New York, New York 10017
                                     Attention: Dawn Lee Lum
                                     Fax: 212-270-3279

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.6, 2.9, 2.14, 2.15, or 3.2 shall
not be effective until received.

               13.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

               13.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or

<PAGE>
                                                                              73

statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans hereunder.

               13.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Administrative Agent, provided, that in connection with
any workout or restructuring, the Borrower shall pay the fees and disbursements
of (i) one counsel for the Administrative Agent and the Lenders pursuant to this
clause (b) and (ii) one counsel to the Administrative Agent and the Lenders in
the jurisdiction of each Foreign Subsidiary Borrower pursuant to this clause
(b), (c) to pay, indemnify, and hold each Lender and the Administrative Agent
and each of their affiliates and their respective officer, directors, employees,
agents and advisors (each, an "indemnified party") harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the other Loan Documents and
any such other documents, and (d) to pay, indemnify, and hold each indemnified
party harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and such other documents including, without limitation, any
of the foregoing relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Borrower, any
of its Subsidiaries or any of the Properties (all the foregoing in this clause
(d), collectively, the "indemnified liabilities"), provided that the Borrower
shall have no obligation hereunder to any indemnified party with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of such indemnified party determined in a court of competent jurisdiction in a
final non-appealable judgment. The agreements in this subsection shall survive
repayment of the Loans and all other amounts payable hereunder.

               13.6 Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent and their respective successors and
assigns, except that no Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

<PAGE>
                                                                              74

               (b) Any Lender, other than a Conduit Lender, may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except for those specified
in clauses (i) and (ii) of the proviso to subsection 13.1(a). The Borrower
agrees that if amounts outstanding under this Agreement are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in subsection 13.7(a) as fully
as if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of subsections 3.9, 3.10 and 3.11 with respect
to its participation in the Commitments and the Loans outstanding from time to
time as if it was a Lender; provided that, in the case of subsection 3.10, such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

               (c) Any Lender, other than a Conduit Lender, may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time and from time to time assign to any Lender or any Lender Affiliate
of comparable credit-worthiness or, with the consent of the Borrower (unless a
Default or an Event of Default shall have occurred and be continuing) and the
Administrative Agent (which in each case shall not be unreasonably withheld), to
an additional bank, financial institution, or other entity (an "Assignee") all
or any part of its rights and obligations under this Agreement and the other
Loan Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit H, executed by such Assignee, such assigning Lender (and, in the
case of an Assignee that is not then a Lender or a Lender Affiliate, by the
Borrower and the Administrative Agent) and delivered to the Administrative Agent
for its acceptance and recording in the Register, provided that, in the case of
any such assignment to an additional bank, financial institution or other
entity, the sum of the aggregate principal amount of the Loans and the aggregate
amount of the unused Revolving Credit Commitment being assigned shall be not
less than $5,000,000 and, if such assignment is of less than all of the rights
and obligations of the assigning Lender, the sum of the aggregate

<PAGE>
                                                                              75

principal amount of the Revolving Credit Loans and the aggregate amount of the
unused Revolving Credit Commitment remaining with the assigning Lender shall be
not less than $10,000,000 (or such lesser amount as may be agreed to by the
Borrower and the Administrative Agent). Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) 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 Lender hereunder with Commitments as set forth
therein, and (y) the assigning Lender thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto). Each
assignment by a Lender of any portion of its Revolving Credit Commitment shall
be accompanied by assignment by such Lender to the same Assignee of the same
percentage of such Lender's Multicurrency Commitment. Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating Lender
hereunder without the consent of the Borrower or the Administrative Agent any or
all of the Loans it may have funded hereunder and pursuant to its designation
agreement and without regard to the limitations set forth in the first sentence
of this subsection 13.6(c).

               (d) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in subsection
13.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amount of the Loans owing to, each Lender
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders may (and, in the case of any Loan or other obligation hereunder not
evidenced by a Note, shall) treat each Person whose name is recorded in the
Register as the owner of a Loan or other obligation hereunder as the owner
thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary. Any assignment of any Loan or other
obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the Register. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

               (e) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or a Lender Affiliate, by the Borrower (if required) and the
Administrative Agent) together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Borrower.

               (f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to the provisions of subsection 13.14, any and all financial information
in such Lender's possession concerning the Borrower and its Affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf

<PAGE>
                                                                              76

of the Borrower in connection with such Lender's credit evaluation of such
Borrower and its Affiliates prior to becoming a party to this Agreement.

               (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

               13.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of its Loans or
the Reimbursement Obligations owing to it (or any participation therein arising
pursuant to subsection 13.15) then due and owing, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
subsection 10(e), or otherwise), in a greater proportion than any such payment
to or collateral received by any other Lender (other than to the extent
expressly provided herein), if any, in respect of such other Lender's Loans or
the Reimbursement Obligations owing to it (or any participation therein arising
pursuant to subsection 13.15) then due and owing, or interest thereon, such
benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of each such other Lender's Loan or the Reimbursement
Obligations owing to it, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.

               (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
set-off and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application.

               13.8 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Administrative Agent.

<PAGE>
                                                                              77

               13.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

               13.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

               13.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

               13.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

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

               (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

               (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in subsection 13.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

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

               (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this subsection any special, exemplary, punitive or consequential damages.

               13.13 Acknowledgements. The Borrower hereby acknowledges that:

               (a) it has been advised by counsel in the negotiation, execution
and delivery of this Agreement and the other Loan Documents;

<PAGE>
                                                                              78

               (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

               (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

               13.14 Confidentiality. Each Lender agrees to keep confidential
any written or oral information (a) provided to it by or on behalf of the
Borrower or any of its Subsidiaries pursuant to or in connection with this
Agreement or (b) obtained by such Lender based on a review of the books and
records of the Borrower or any of its Subsidiaries; provided that nothing herein
shall prevent any Lender from disclosing any such information (i) to the
Administrative Agent, the Issuing Lender or any other Lender, (ii) to any
Transferee or prospective Transferee which receives such information having been
made aware of the confidential nature thereof and having agreed to abide by the
provisions of this subsection 13.14, (iii) to its employees, directors, agents,
attorneys, accountants and other professional advisors, and to employees and
officers of its Affiliates who agree to be bound by the provisions of this
subsection 13.14 and who have a need for such information in connection with
this Agreement or other transactions or proposed transactions with the Borrower,
(iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender, (v) in response to any order of any court or
other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) subject to an agreement to comply with the provisions
of this subsection, to any actual or prospective counter-party (or its advisors)
to any Hedge Agreement, (vii) which has been publicly disclosed other than in
breach of this Agreement, or (viii) in connection with the exercise of any
remedy hereunder. Notwithstanding anything herein to the contrary, any party to
this Agreement (and any employee, representative, or other agent of any party to
this Agreement) may disclose to any and all Persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to it relating to such U.S. tax
treatment and U.S. tax structure. However, any such information relating to the
U.S. tax treatment or U.S. tax structure is required to be kept confidential to
the extent necessary to comply with any applicable federal or state securities
laws.

               13.15 Loan Conversion/Participations. (a)(i) On any Conversion
Date, to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans (other than CAF Advances) outstanding in any currency other
than Dollars ("Loans to be Converted") shall be converted into Revolving Credit
Loans denominated in Dollars (calculated on the basis of the relevant Exchange
Rates as of the Business Day immediately preceding the Conversion Date)
("Converted Loans") and (ii) on the Conversion Date (with respect to Loans
described in the foregoing clause (i)) (A) each Lender severally,
unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Converted Loans in an amount equal to its
Conversion Sharing Percentage of the outstanding principal amount of the
Converted Loans and (B) to the extent necessary to cause the Committed
Outstandings Percentage of each Lender to equal its Revolving Credit Commitment
Percentage (calculated immediately prior to the

<PAGE>
                                                                              79

termination or expiration of the Revolving Credit Commitments), each Lender
severally, unconditionally and irrevocably agrees that it shall purchase or sell
a participating interest in Revolving Credit Loans then outstanding. Each Lender
will immediately transfer to the Administrative Agent, in immediately available
funds, the amounts of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each Lender
from which a participating interest is being purchased in the amount(s) provided
for in the preceding sentence. All Converted Loans shall bear interest at the
rate which would otherwise be applicable to ABR Loans.

               (b) If, for any reason, the Loans to be Converted may not be
converted into Dollars in the manner contemplated by paragraph (a) of this
subsection 13.15, (i) effective on such Conversion Date, each Lender severally,
unconditionally and irrevocably agrees that it shall purchase a participating
interest in such Loans to be Converted, as the case may be, in an amount equal
to its Conversion Sharing Percentage of such Loans to be Converted, and (ii)
each Lender shall purchase or sell participating interests as provided in
paragraph (a)(ii)(B) of this subsection 13.15. Each Lender will immediately
transfer to the appropriate Administrative Agent, in immediately available
funds, the amount(s) of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each
relevant Lender in the amount(s) provided for in the preceding sentence.

               (c) To the extent any Non-Excluded Taxes are required to be
withheld from any amounts payable by a Lender to another Lender in connection
with its participating interest in any Converted Loan, the Borrower shall be
required to pay increased amounts to the Lender receiving such payments to the
same extent they would be required under subsection 3.10 if the Borrower were
making payments directly to such Lender.

               (d) Any time after the actions contemplated by paragraph (a) or
(b) of this subsection 13.15 have been taken, upon the notice of any Lender to
the Borrower the following shall occur: (i) the Borrower (through the guarantee
contained in Section 12) shall automatically be deemed to have assumed the Local
Currency Loans which are Converted Loans in which such Lender holds a
participation, and (ii) such Local Currency Loans shall be assigned by the
relevant Lender holding such Local Currency Loans or obligations to the Lender
who gave the notice requesting such assumption by the Borrower.

               13.16 Judgment. (a) If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

               (b) The obligation of the Borrower in respect of any sum due from
it to any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the

<PAGE>
                                                                              80

Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of
Agreement Currency so purchased is less than the sum originally due to such
Lender in the Agreement Currency, the Borrower agrees notwithstanding any such
judgment to indemnify such Lender against such loss, and if the amount of the
Agreement Currency so purchased exceeds the sum originally due to any Lender,
such Lender agrees to remit to the Borrower such excess.

               13.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

               13.18 Amendment and Restatement.This Agreement amends and
restates the Existing 364-Day Credit Facility and does not constitute a
termination or novation thereof. All obligations and liabilities of the Borrower
and the Foreign Subsidiary Borrowers outstanding under the Existing 364-Day
Credit Facility and the Loan Documents thereunder shall continue in full force
and effect under this Agreement and the other Loan Documents, except as
expressly amended, repaid or adjusted among the Lenders and the "Lenders" under
the Existing 364-Day Credit Facility pursuant hereto.

<PAGE>

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


                                       BOSTON SCIENTIFIC CORPORATION

                                       By:  _________________________________
                                            Name:
                                            Title:


                                       JPMORGAN CHASE BANK,
                                        as Administrative Agent and as a Lender

                                       By:  _________________________________
                                            Name:
                                            Title:


                                       BANK OF AMERICA, N.A.,
                                        as Syndication Agent and as a Lender

                                       By:  _________________________________
                                            Name:
                                            Title:

<PAGE>

                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                       NEW YORK BRANCH,
                                       as Syndication Agent and as a Lender

                                       By:  _________________________________
                                            Name:
                                            Title:


                                       DEUTSCHE BANK SECURITIES INC.,
                                        as Syndication Agent

                                       By:  _________________________________
                                            Name:
                                            Title:

                                       By:  _________________________________
                                            Name:
                                            Title:

                                       FLEET NATIONAL BANK,
                                        as Syndication Agent and as a Lender

                                       By:  _________________________________
                                            Name:
                                            Title:

                                       By:  _________________________________
                                            Name:
                                            Title:

                                       ABN AMRO BANK, N.V.,
                                       as Syndication Agent and as a Lender

                                       By:  _________________________________
                                            Name:
                                            Title:

                                       By:  _________________________________
                                            Name:
                                            Title:

<PAGE>


                                       ----------------------------------,
                                        (Name of Lender)

                                       By:  _________________________________
                                                   Name:
                                                   Title:



</TEXT>
</DOCUMENT>
