LABORATORY CORP OF AMERICA HOLDINGS
BRIDGE LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>bridgeloan.txt
<DESCRIPTION>BRIDGE LOAN AGREEMENT
<TEXT>
EXHIBIT 10.1


EXECUTION COPY

$150,000,000

BRIDGE LOAN AGREEMENT

dated as of July 24, 2002,

among

LABORATORY CORPORATION OF AMERICA HOLDINGS,
THE LENDERS NAMED HEREIN

and

CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
______________________
CREDIT SUISSE FIRST BOSTON,
as Sole Bookrunner and
Sole Lead Arranger

<PAGE>

TABLE OF CONTENTS
                                                         Page
                                                        ------
ARTICLE I
Definitions

SECTION 1.01. Defined Terms.                               1
SECTION 1.02. Terms Generally.                            10

ARTICLE II
The Credits

SECTION 2.01. Commitments.                                11
SECTION 2.02. Loans.                                      11
SECTION 2.03. Borrowing Procedure.                        12
SECTION 2.04. Evidence of Debt; Repayment
                of Loans.                                 12
SECTION 2.05. Fees.                                       13
SECTION 2.06. Interest on Loans.                          13
SECTION 2.07. Default Interest.                           13
SECTION 2.08. Alternate Rate of Interest.                 13
SECTION 2.09. Termination and Reduction of
                Commitments.                              14
SECTION 2.10. Conversion and Continuation of
                Borrowings.                               14
SECTION 2.11. Prepayment                                  15
SECTION 2.12. Reserve Requirements; Change
                in Circumstances                          15
SECTION 2.13. Change in Legality                          16
SECTION 2.14. Break Funding.                              17
SECTION 2.15. Pro Rata Treatment.                         17
SECTION 2.16. Sharing of Setoffs.                         17
SECTION 2.17. Payments                                    18
SECTION 2.18. Taxes                                       18
SECTION 2.19. Assignment of Commitments
                Under Certain Circumstances;
                Duty to Mitigate                          19

ARTICLE III
Representations and Warranties

SECTION 3.01. Organization; Powers                        20
SECTION 3.02. Authorization                               20
SECTION 3.03. Enforceability                              21
SECTION 3.04. Governmental Approvals                      21
SECTION 3.05. Financial Statements                        21
SECTION 3.06. No Material Adverse Change                  21
SECTION 3.07. Subsidiaries                                21
SECTION 3.08. Litigation; Compliance with Laws.           21
SECTION 3.09. Federal Reserve Regulations                 21

SECTION 3.10. Investment Company Act; Public
                Utility Holding Company Act               21
SECTION 3.11. Use of Proceeds                             22
SECTION 3.12. Tax Returns                                 22
SECTION 3.13. No Material Misstatements                   22
SECTION 3.14. Employee Benefit Plans                      22
SECTION 3.15. Environmental Matters                       22
SECTION 3.16. Senior Indebtedness                         22

<PAGE>

                                                         Page
                                                        ------
ARTICLE IV
Conditions of Lending

ARTICLE V
Affirmative Covenants

SECTION 5.01. Existence; Businesses and
                Properties                                 24
SECTION 5.02. Insurance                                    24
SECTION 5.03. Obligations and Taxes                        24
SECTION 5.04. Financial Statements, Reports, etc.          24
SECTION 5.05. Litigation and Other Notices                 25
SECTION 5.06. Maintaining Records; Access to
                Properties and Inspections                 25
SECTION 5.07. Use of Proceeds.                             25
SECTION 5.08. Take-Out Facility                            25


ARTICLE VI
Negative Covenants

SECTION 6.01. Subsidiary Indebtedness                      25
SECTION 6.02. Liens                                        27
SECTION 6.03. Sale and Lease-Back Transactions.            28
SECTION 6.04. Mergers, Consolidations and
                Sales of Assets                            28
SECTION 6.05. Restricted Payments                          28
SECTION 6.06. Business of Borrower and
                Subsidiaries                               28
SECTION 6.07. Interest Coverage Ratio                      28
SECTION 6.08. Maximum Leverage Ratio                       28
SECTION 6.09. Hedging Agreements                           28

ARTICLE VII
Events of Default

ARTICLE VIII
The Administrative Agent

<PAGE>
                                                         Page
                                                       -------

ARTICLE IX
Miscellaneous

SECTION 9.01. Notices                                     32
SECTION 9.02. Survival of Agreement                       32
SECTION 9.03. Binding Effect                              32
SECTION 9.04. Successors and Assigns                      32
SECTION 9.05. Expenses; Indemnity                         35
SECTION 9.06. Right of Setoff                             35
SECTION 9.07. Applicable Law                              36
SECTION 9.08. Waivers; Amendment                          36
SECTION 9.09. Interest Rate Limitation                    36
SECTION 9.10. Entire Agreement                            36
SECTION 9.11. WAIVER OF JURY TRIAL                        36
SECTION 9.12. Severability                                37
SECTION 9.13. Counterparts                                37
SECTION 9.14. Headings                                    37
SECTION 9.15. Jurisdiction; Consent to
                Service of Process                        37
SECTION 9.16. Confidentiality                             37
SECTION 9.17. Syndication of Commitments
                and Loans                                 38

Schedule 2.01 Lenders and Commitments
Schedule 3.07(a) Subsidiaries
Schedule 3.07(b) Dynacare Subsidiaries

Exhibit A Form of Administrative Questionnaire
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Borrowing Request
Exhibit D-1 Form of Opinion of Chief Legal Counsel of the Borrower
Exhibit D-2 Form of Opinion of Hogan & Hartson L.L.P.

<PAGE>

BRIDGE LOAN AGREEMENT dated as of July 24, 2002,
among LABORATORY CORPORATION OF AMERICA
HOLDINGS, a Delaware corporation (the "Borrower"), the Lenders
(as defined in Article I), and CREDIT SUISSE FIRST BOSTON
("CSFB"), as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders.

The Borrower intends to acquire (the "Acquisition"), pursuant to a court
sanctioned plan of arrangement (the "Plan of Arrangement"), all the capital
stock of Dynacare Inc., a corporation organized under the laws of the
Province of Ontario ("Dynacare"). In connection with the Acquisition, each
outstanding share of common stock of Dynacare will be exchanged for
$11.50 in cash and 0.2328 shares of common stock of the Borrower. The
aggregate cash consideration payable in connection with the Acquisition
(excluding the payment of fees and expenses and the refinancing of
outstanding indebtedness of Dynacare) is approximately $240,000,000. Also
in connection with the Acquisition, the Borrower will, or will cause
Dynacare or another Subsidiary to (a) redeem the Existing Dynacare Notes
and (b) repay and terminate the Existing Dynacare Credit Agreements.
Capitalized terms used but not defined in this preamble have the meanings
assigned to such terms in Article I.

The Borrower has requested the Lenders to extend credit in the form of
Loans in an aggregate principal amount not to exceed $150,000,000. The
proceeds of the Loans are to be used, together with cash on hand at the
Borrower and/or the proceeds of borrowings under the Existing Borrower
Credit Agreements, solely (a) to pay the cash consideration payable in
connection with the Acquisition, (b) to repay all amounts outstanding or due
under the Existing Dynacare Credit Agreements, (c) to redeem the Existing
Dynacare Notes (including interest thereon and the redemption premium
associated therewith) and (d) to pay related fees and expenses.

The Lenders are willing to extend such credit on the Closing Date to the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

"Acquisition" shall have the meaning assigned to such term in the preamble
to this Agreement.

"Acquisition Closing Date" shall mean the date on which each of the
following conditions is satisfied:

(a) The Acquisition shall have been consummated in accordance with
applicable law and substantially in accordance with the terms of the Plan of
Arrangement furnished to the Lenders prior to the date of this Agreement,
without any modification or waiver of any material term or condition
thereof unless such modification or waiver shall have been approved by the
Required Lenders (such approval not to be unreasonably withheld or
delayed);

(b) All requisite Governmental Authorities and third parties shall have
approved or consented to the Transactions to the extent required, all
applicable appeal periods shall have expired and there shall be no litigation,
governmental or judicial action, actual or threatened,

Page 2

that, singly or in the aggregate, has a reasonable likelihood of materially and
adversely affecting the ability of the parties to consummate the
Transactions;

(c) All principal, interest, fees and other amounts outstanding or due under
the Existing Dynacare Credit Agreements shall have been paid in full, the
commitments thereunder terminated and all security therefor and guarantees
thereof released and discharged; and

(d) The Borrower shall have delivered, or shall have caused Dynacare
and/or a subsidiary of Dynacare to deliver, an irrevocable notice of
redemption of the Existing Dynacare Notes in accordance with the
Indenture dated as of January 24, 1996 (as supplemented by the First
Supplemental Indenture dated as of February 3, 1999 and the Second
Supplemental Indenture dated as of February 29, 2000), governing the
same.

"Administrative Agent Fees" shall have the meaning assigned to such term
in Section 2.05(a).

"Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A, or such other form as may be
supplied from time to time by the Administrative Agent.

"Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under
common Control with the person specified.

"Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change
in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan or ABR Loan, as the case may be, the applicable percentage
set forth below under the caption

"ABR Spread" or "LIBOR Spread", as the case may be, based upon the
rating by S&P applicable on such date to the Index Debt:



S&P Rating                      LIBOR Spread                    ABR Spread
---------------             ----------------------           ------------------
Category 1
Equal to or greater
     than A-                       0.625%                           0.00%

Category 2
BBB+                               0.750%                           0.00%

Category 3
BBB                                1.000%                           0.00%

Category 4
BBB-                               1.375%                           0.375%

Category 5
Less than BBB-
(or unrated)                       1.750%                           0.750%

For purposes of the foregoing, (i) if S&P shall not have in effect a rating
for the Index Debt (other than by reason of the circumstances referred to in
the last sentence of this definition), then S&P shall be deemed to have
established a rating in Category 5; and (ii) if the rating established or
deemed to have been established by S&P for the Index Debt shall be
changed (other than as a result of a

Page 3

change in the rating system of S&P), such change shall be effective as of the
date on which it is first announced by S&P. Each change in the Applicable
Percentage shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of S&P shall change, or if
S&P shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the non-availability of a
rating from S&P and, pending the effectiveness of any such amendment, the
Applicable Percentage shall be determined by reference to the rating most
recently in effect prior to such change or cessation.

"Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B or such other form as shall be approved by
the Administrative Agent.

"Board" shall mean the Board of Governors of the Federal Reserve System
of the United States of America.

"Borrowing" shall mean Loans of the same Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect.

"Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03.

"Business Day" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the
term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

"Capital Lease Obligations" of any person shall mean 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 the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.

A "Change in Control" shall be deemed to have occurred if (a) any person
or group (within the meaning of Rule 13d-5 of the Securities Exchange Act
of 1934 as in effect on the date hereof) shall own directly or indirectly,
beneficially or of record, shares representing more than 40% of the aggregate
ordinary voting power represented by the issued and outstanding capital
stock of the Borrower or (b) a majority of the seats (other than vacant seats)
on the board of directors of the Borrower shall at any time be occupied by
persons who were neither (i) nominated by the board of directors of the
Borrower, nor (ii) appointed by directors so nominated.

"Change in Law" shall mean (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.12, by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

"Closing Date" shall mean the date that the Loans are made hereunder,
following satisfaction or waiver of the conditions precedent specified in
Article IV.

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

"Commitment" shall mean, with respect to each Lender, the commitment of
such Lender to make Loans hereunder as set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender assumed its
Commitment, as applicable, as the same may be (a) reduced from time to
time pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04.

Page 4

"Consolidated EBITDA" shall mean, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent
deducted in determining such Consolidated Net Income, the sum of (i)
consolidated interest expense net of interest income for such period, (ii)
consolidated income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization for such period and (iv) any
extraordinary charges and all non-cash write-offs and write-downs of
amortizable and depreciable items for such period, and minus (b) without
duplication, to the extent included in determining such Consolidated Net
Income, any extraordinary gains and all non-cash items of income for such
period, all determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period, the interest
expense (including (a) imputed interest expense in respect of Capital Lease
Obligations and (b) the amortization of original issue discount in connection
with the Subordinated Notes and other Indebtedness issued with original
issue discount) of the Borrower and the Subsidiaries for such period, net of
interest income, in each case determined on a consolidated basis in
accordance with GAAP. For purposes of the foregoing, interest expense shall
be determined after giving effect to any net payments made or received by
the Borrower or any Subsidiary with respect to interest rate Hedging
Agreements.

"Consolidated Net Income" shall mean, for any period, the net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.

"Control" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.

"Debt Issuance" shall mean the public or private issuance or series of related
issuances by the Borrower or any Subsidiary of Indebtedness for money
borrowed in an aggregate principal amount in excess of $25,000,000 with a
maturity greater than one year; provided, however, that Indebtedness incurred
under (a) the Existing Borrower Credit Agreements or (b) Section 6.01(c) or
Section 6.01(d) shall not be considered a "Debt Issuance" for purposes of
this Agreement.

"Default" shall mean any event or condition which upon notice, lapse of
time or both would
constitute an Event of Default.

"dollars" or "$" shall mean lawful money of the United States of America.

"Dynacare" shall have the meaning assigned to such term in the preamble to
this Agreement.

"Environmental Laws" shall mean all laws, rules, regulations, codes,
ordinances, orders,
decrees, judgments or injunctions issued, promulgated or entered into by any
Governmental Authority, relating to the environment, the preservation or
reclamation of natural resources, the management or release of Hazardous
Materials or to the effect of the environment on human health and safety.

"Environmental Liability" shall mean liabilities, obligations, claims,
actions, suits, judgments or orders under or relating to any Environmental
Law for any damages, injunctive relief, losses, fines, penalties, fees,
expenses (including fees and expenses of attorneys and consultants) or costs,
whether contingent or otherwise, including those arising from or relating to
(a) any action to address the on or off-site presence, release of, or exposure
to, Hazardous Materials, (b) permitting and licensing, governmental
administrative oversight and financial assurance requirements, (c) any
personal injury (including death), any property damage (real or personal) or
natural resource damage and (d) the violation of any Environmental Law.

"Equity Interests" shall mean shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity interests in any person, or any obligations convertible
into or exchangeable for, or giving any person a right, option or warrant to
acquire such equity interests or such convertible or exchangeable obligations;
provided that the Subordinated Notes are deemed not to constitute Equity
Interests of the Borrower.

Page 5

"Equity Issuance" shall mean any issuance or sale by the Borrower or any
Subsidiary of any Equity Interests, except (a) any issuance or sale to the
Borrower or any Subsidiary, (b) any issuance of directors' qualifying shares
or (c) sales or issuances of common stock, or options to purchase common
stock, to management or employees of the Borrower or any Subsidiary under
any employee stock option, stock purchase plan or other employee benefit
plan in existence from time to time.

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

"ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code, or solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

"ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or
not waived; (c) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any
of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan or the withdrawal or partial withdrawal of the
Borrower or any of its ERISA Affiliates from any Plan or Multiemployer
Plan; (e) the receipt by the Borrower or any of its ERISA Affiliates from the
PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the adoption of any amendment to a Plan that would require the provision
of security pursuant to Section 401(a)(29) of the Code or Section 307 of
ERISA; (g) the receipt by the Borrower or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of
its ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of
ERISA; or (h) the occurrence of a "prohibited transaction" with respect to
which the Borrower or any of the Subsidiaries is a "disqualified person"
(within the meaning of Section 4975 of the Code) or with respect to which
the Borrower or any such Subsidiary could otherwise be liable.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the LIBO Rate.

"Event of Default" shall have the meaning assigned to such term in Article
VII.

"Excluded Taxes" shall mean, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder, (a) income, franchise or similar
taxes imposed on (or measured by) its net income by the United States of
America, the jurisdiction under the laws of which such recipient is organized
or in which its principal office is located (or, in the case of any Lender, in
which its applicable lending office is located), or, in the case of a
jurisdiction that imposes taxes on the basis of management or control or
other concept or principle of residence, the jurisdiction in which such
recipient is so resident, (b) Taxes imposed by reason of any present or former
connection between such person and the jurisdiction imposing such Taxes,
other than solely as a result of the execution and delivery of this Agreement,
the making of any Loans hereunder or the performance of any action
provided for hereunder, (c) any branch profits taxes imposed by the United
States of America or any similar tax imposed by any other jurisdiction in
which the Borrower is located and (d) in the case of a Foreign Lender (other
than as an assignee pursuant to a request by the Borrower under Section
2.19(a)), any withholding tax that (i) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.18(a) or (ii) is attributable to such Foreign Lender's failure to
comply with Section 2.18(e).

Page 6

"Existing Borrower Credit Agreements" shall mean, collectively, (a) the
Three-Year Credit Agreement dated as of February 20, 2002, among the
Borrower, the lenders from time to time party thereto and CSFB, as
administrative agent, and (b) the 364-Day Credit Agreement dated as of
February 20, 2002, among the Borrower, the lenders from time to time party
thereto and CSFB, as administrative agent, in each case as amended,
supplemented, or otherwise modified from time to time.

"Existing Dynacare Credit Agreements" shall mean, collectively, (a) the
Credit Agreement dated as of September 12, 2000, as amended, among an
affiliate of Dynacare, the lenders from time to time party thereto and
Keybank National Association, as administrative agent, (b)the Demand
Operating Facility Letter Agreement dated September 26, 2001, as amended,
between The Toronto-Dominion Bank and an affiliate of Dynacare and (c)
the Demand Operating Facility Letter Agreement dated September 26, 2001,
as amended, between The Toronto-Dominion Bank and an affiliate of
Dynacare.

"Existing Dynacare Notes" shall mean the 10.75% Senior Notes of
Dynacare and Dynacare Financing GP due 2006.

"Federal Funds Effective Rate" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for the day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.


"Fees" shall mean the Administrative Agent Fees.

"Financial Officer" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer or Controller of such person.

"Foreign Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single
jurisdiction.

"GAAP" shall mean generally accepted accounting principles applied on a
consistent basis.

"Governmental Authority" shall mean any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

"Granting Lender" shall have the meaning assigned to such term in Section
9.04(i).

"Guarantee" of or by any person (the "guarantor") shall mean any
obligation, contingent or otherwise, of such person guaranteeing or having
the economic effect of guaranteeing any Indebtedness of any other person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness of the payment of such Indebtedness or other obligation,
(c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, however, that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business.

Page 7

"Hazardous Materials" shall mean (a) petroleum products and byproducts,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
radon gas, chlorofluorocarbons and all other ozone-depleting substances and
(b) any chemical, material, substance, waste, pollutant or contaminant that is
prohibited, limited or regulated by or pursuant to any Environmental Law.

"Hedging Agreement" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

"Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such person under conditional sale or other title retention
agreements relating to property or assets purchased by such person, (d) all
obligations of such person issued or assumed as the deferred purchase price
of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business), (e) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, (f) all Guarantees by such person of
Indebtedness of others, (g) all Capital Lease Obligations of such person, (h)
all obligations, contingent or otherwise, of such person as an account party in
respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such person in respect of bankers' acceptances
and (j) all obligations of such person to make contingent cash payments in
respect of any acquisition, to the extent such obligations are or are required
to be shown as liabilities on the balance sheet of such person in accordance
with GAAP. 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 provide that such person
is not liable therefor.

"Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

"Index Debt" shall mean the senior, unsecured, non-credit enhanced, long-
term indebtedness for borrowed money of the Borrower.

"Interest Coverage Ratio" shall mean, for any period, the ratio of (a)
Consolidated EBITDA for such period to (b) Consolidated Interest Expense for
such period.

"Interest Payment Date" shall mean (a) with respect to any ABR Loan, the
last Business Day of each March, June, September and December and (b)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months' duration been applicable to such
Borrowing.

"Interest Period" shall mean, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding
day, on the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter, as the Borrower may elect; provided, however, that if any Interest
Period would end on a day other than a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is
made and thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

Page 8

"Lenders" shall mean (a) the persons listed on Schedule 2.01 (other than any
such person that has ceased to be a party hereto pursuant to an Assignment
and Acceptance) and (b) any person that  has become a party hereto pursuant
to an Assignment and Acceptance.

"Leverage Ratio" shall mean, for any period, the ratio of Total Debt on the
last day of such period to Consolidated EBITDA for such period.

"LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m., London time, on the date that is two Business
Days prior to the commencement of such Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
(as set forth by the Bloomberg Information Service or any successor thereto
or any other service selected by the Administrative Agent which has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; provided that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the
"LIBO Rate" shall be the interest rate per annum determined by the
Administrative Agent to be the average of the rates per annum at which
dollar deposits of $10,000,000 are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date
that is two Business Days prior to the beginning of such Interest Period.

"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, encumbrance, charge or security interest in or on such asset or
(b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to
such asset.

"Loans" shall mean the Loans made by the Lenders to the Borrower on the
Closing Date.  Each Loan shall be a Eurodollar Loan or an ABR Loan.

"Margin Stock" shall have the meaning assigned to such term in Regulation
U.

"Material Adverse Effect" shall mean a materially adverse effect on the
financial condition, results of operations or business of the Borrower and the
Subsidiaries, taken as a whole.

"Material Indebtedness" shall mean Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or
more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $50,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Borrower or any Subsidiary
in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower
or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time.

"Material Subsidiary" shall mean at any time any Subsidiary, except
Subsidiaries which, if aggregated and considered as a single Subsidiary,
would not meet the definition of a "significant subsidiary" contained as of
the date hereof in Regulation S-X of the Securities and Exchange
Commission.

"Maturity Date" shall mean July 23, 2003.

"Moody's" shall mean Moody's Investors Service, Inc.

"Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

"Net Cash Proceeds" shall mean, with respect to any Debt Issuance or
Equity Issuance, the cash proceeds thereof, net of underwriting commissions
or placement fees and any other fees and expenses directly incurred in
connection therewith.

Page 9

"Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under this Agreement or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement.

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

"person" shall mean any natural person, corporation, business trust, joint
venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.

"Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 307 of ERISA, and in respect of which
the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

"Plan of Arrangement" shall have the meaning assigned to such term in the
preamble to this Agreement.

"Prime Rate" shall mean the rate of interest per annum publicly announced
from time to time by the Administrative Agent as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as being effective.

"Register" shall have the meaning assigned to such term in Section 9.04(d).

"Regulation T" shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

"Regulation U" shall mean Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

"Regulation X" shall mean Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

"Related Parties" shall mean, with respect to any specified person, such
person's Affiliates and the respective directors, officers, employees, agents
and advisors of such person and such person's Affiliates.

"Required Lenders" shall mean, at any time, Lenders having Commitments
(or, if the Commitments have terminated, Loans) representing at least a
majority of the Total Commitment (or if the Commitments have terminated,
the aggregate amount of Loans outstanding) at such time.

"Restricted Payment" shall mean (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or (b) any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, other than a payment to the extent consisting of Equity Interests of
equal or junior ranking, on account of the purchase, redemption, retirement,
acquisition, cancelation or termination of any Equity Interests in the
Borrower or any Subsidiary. It is understood that the withholding of shares,
and the payment of cash to the Internal Revenue Service in an amount not to
exceed the value of the withheld shares, by the Company in connection with
any of its stock incentive plans shall not constitute Restricted Payments.

"S&P" shall mean Standard & Poor's Ratings Service.

"SPC" shall have the meaning assigned to such term in Section 9.04(i).

Page 10

"Subordinated Notes" shall mean the Borrower's Zero Coupon Liquid Yield
Option (Subordinated Convertible) Notes due 2021, in an aggregate principal
amount at maturity of $744,000,000.

"Subordinated Note Documents" shall mean the indenture under which the
Subordinated Notes were issued and all other instruments, agreements and
other documents evidencing or governing the Subordinated Notes or
providing for any Guarantee or other right in respect thereof.

"subsidiary" shall mean, with respect to any person (herein referred to as the
"parent"), any corporation, partnership, association or other business entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held, or (b) that is, at the
time any determination is made, otherwise Controlled, by the parent or one
or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

"Subsidiary" shall mean any subsidiary of the Borrower.

"Synthetic Purchase Agreement" shall mean any swap, derivative or other
agreement or combination of agreements pursuant to which the Borrower or
any Subsidiary is or may become obligated to make (a) any payment in
connection with a purchase by any third party from a person other than the
Borrower or any Subsidiary of any Equity Interest or (b) any payment (other
than on account of a permitted purchase by it of any Equity Interest) the
amount of which is determined by reference to the price or value at any time
of any Equity Interest; provided that no phantom stock or similar plan
providing for payments only to current or former directors, officers or
employees of the Borrower or the Subsidiaries (or to their heirs or estates)
shall be deemed to be a Synthetic Purchase Agreement.

"Taxes" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges, liabilities or withholdings imposed by any
Governmental Authority.


"Total Debt" shall mean, at any time, the total Indebtedness of the Borrower
and the Subsidiaries at such time (excluding Indebtedness of the type
described in clause (h) of the definition of such term, except to the extent
of any unreimbursed drawings thereunder).

"Total Commitment" shall mean, at any time, the aggregate amount of the
Commitments, as in effect at such time. The initial Total Commitment is
$150,000,000.

"Transactions" shall have the meaning assigned to such term in Section
3.02.

"Type", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall
include the LIBO Rate and the Alternate Base Rate.

"wholly owned Subsidiary" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the Equity Interests are, at the time
any determination is being made, owned, controlled or held by such person
or one or more wholly owned Subsidiaries of such person or by such person
and one or more wholly owned Subsidiaries of such person.

"Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.


SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without
limitation". The

Page 11

word "will" shall be construed to have the same meaning and effect as the
word "shall"; and the words "asset" and "property" shall be construed as
having the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed references to Articles and Sections of, and
Exhibits and Schedules to, this Agreement unless the context shall otherwise
require. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided, however, that if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend any
covenant in Article VI or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation
of such covenant (or if the Administrative Agent notifies the Borrower that
the Required Lenders wish to amend Article VI or any related definition for
such purpose), then the Borrower's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or
such covenant is amended in a manner satisfactory to the Borrower and the
Required Lenders.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, to make Loans to the Borrower on the
Closing Date, in an aggregate principal amount not to exceed such Lender's
Commitment. Amounts repaid or prepaid in respect of the Loans may not be
reborrowed.

SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
respective Commitments; provided, however, that the failure of any Lender
to make any Loan shall not in itself relieve any other Lender of its obligation
to lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to
be made by such other Lender).

(b) Subject to Sections 2.08 and 2.13, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement. Borrowings of more than one Type may be
outstanding at the same time; provided, however, that the Borrower shall not
be entitled to request any Borrowing that, if made, would result in more than
three Eurodollar Borrowings outstanding hereunder at any time. For purposes
of the foregoing, Borrowings having different Interest Periods, regardless of
whether they commence on the same date, shall be considered separate
Borrowings.

(c) Each Lender shall make each Loan to be made by it hereunder on the
Closing Date by wire transfer of immediately available funds to such account
in New York City as the Administrative Agent may designate not later than
11:00 a.m., New York City time, and the Administrative Agent shall
promptly credit the amounts so received to an account in the name of the
Borrower and designated by the Borrower in the Borrowing Request or, if a
Borrowing shall not occur on such date because any condition precedent
herein specified shall not have been met, return the amounts so received to
the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such
Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such
Borrowing in accordance with paragraph (c) above and the Administrative
Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If the Administrative Agent
shall have so made funds available then, to the extent that such Lender shall
not have made such portion

Page 12

available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from
the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of the
Borrower, the interest rate applicable at the time to the Loans comprising
such Borrowing and (ii) in the case of such Lender, a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds
(which determination shall be conclusive absent manifest error). If such
Lender shall repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Lender's Loan as part of such Borrowing
for purposes of this Agreement.

(e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Borrowing Procedure. In order to request the initial
Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the proposed
Borrowing, and (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York City time, on the day of the proposed Borrowing. The
Borrowing Request shall be irrevocable, shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Borrowing
Request substantially in the form of Exhibit C or such other form as shall be
acceptable to the Administrative Agent and shall specify the following
information: (i) whether the Borrowing then being requested is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing
(which shall be a Business Day); (iii) the number and location of the account
to which funds are to be disbursed (which shall be an account that complies
with the requirements of Section 2.02(c)); (iv) the amount of such
Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the
Interest Period with respect thereto; provided, however, that, notwithstanding
any contrary specification in the Borrowing Request, each requested
Borrowing shall comply with the requirements set forth in Section 2.02. If no
election as to the Type of Borrowing is specified in any such notice, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period with
respect to any Eurodollar Borrowing is specified in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall promptly advise the Lenders of any
notice given pursuant to this Section 2.03 (and the contents thereof), and of
each Lender's portion of the requested Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan of
such Lender (i) on the Maturity Date or (ii) on July 29, 2002, if the
Acquisition Closing Date shall not have occurred by such date.

(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by 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.

(c) The Administrative Agent shall maintain accounts in which it will record
(i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof. (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be prima facie evidence of the existence
and amounts of the obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligations of the
Borrower to repay the Loans in accordance with their terms.

Page 13

(e) Any Lender may request that the Loans made by it hereunder be
evidenced by a promissory note. In such event, the Borrower shall execute
and deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. Notwithstanding any other
provision of this Agreement, in the event any Lender shall request and
receive such a promissory note, the interests represented by such note shall
at all times (including after any assignment of all or part of such interests
pursuant to Section 9.04) be represented by one or more promissory notes
payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees. (a) The Borrower agrees to pay to the Administrative
Agent, for its own account, the administrative fees separately agreed to in
writing from time to time by the Borrower and the Administrative Agent (the
"Administrative Agent Fees").

(b) All Fees shall be paid on the dates due, in immediately available funds,
to the Administrative Agent for distribution, if and as appropriate, among the
Lenders. Once paid, none of the Fees shall be refundable under any
circumstances.

SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed (including the
first day but excluding the last day) over a year of 365 or 366 days, as the
case may be, when the Alternate Base Rate is determined by reference to the
Prime Rate and over a year of 360 days at all other times) at a rate per annum
equal to the Alternate Base Rate plus the Applicable Percentage in effect
from time to time.

(b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed (including the first day but excluding the last day)
over a year of 360 days) at a rate per annum equal to the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Percentage
from time to time in effect.

(c) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement;
provided that (i) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Loan), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (ii) in the event of any conversion of any Eurodollar Loan
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion. The
applicable Alternate Base Rate or LIBO Rate for each Interest Period or day
within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount
becoming due hereunder, by acceleration or otherwise, the Borrower shall on
demand from time to time pay interest, to the extent permitted by law, on
such defaulted amount to but excluding the date of actual payment (after as
well as before judgment) (a) in the case of overdue principal, at the rate
otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per
annum and (b) in all other cases, at a rate per annum (computed on the basis
of the actual number of days elapsed (including the first day but excluding
the last day) over a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate and over a year of 360 days at all
other times) equal to the rate that would be applicable to an ABR Loan plus
2.00%.

SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of
any Interest Period for a Eurodollar Borrowing the Administrative Agent
shall have determined that dollar deposits in the principal amounts of the
Loans comprising such Borrowing are not generally available in the London
interbank market, or that reasonable means do not exist for ascertaining the
LIBO Rate, or the Administrative Agent shall have been informed by the
Required Lenders that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to the Required Lenders
of making or maintaining their or its Eurodollar Loan during such Interest
Period, the Administrative Agent shall, as soon as

Page 14

practicable thereafter, give written or telecopy notice thereof to the
Borrower and the Lenders. In the event of any such notice, until the
Administrative Agent shall have advised the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) any request
by the Borrower for a Eurodollar Borrowing pursuant to Section 2.04 shall be
deemed to be a request for an ABR Borrowing and (ii) any request by the
Borrower to convert an ABR Borrowing to a Eurodollar Borrowing pursuant
to Section 2.10 shall be of no force and effect and shall be denied by the
Administrative Agent. Each determination by the Administrative Agent
under this Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09. Termination and Reduction of Commitments. (a) The
Commitments shall automatically terminate after the making of the Loans on
the Closing Date; provided, however, that the Commitments shall terminate
at 5:00 p.m. New York City time, on August 31, 2002, if the Closing Date
shall not have occurred by such time.  (b) Upon at least three Business Days'
prior irrevocable written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) to the Administrative Agent, the
Borrower may at any time in whole permanently terminate, or from time to
time in part permanently reduce, the Commitments; provided, however, that
each partial reduction of the Commitments shall be in an integral multiple of
$1,000,000 and in a minimum amount of $10,000,000.

(c) Each reduction in the Commitments hereunder shall be made ratably
among the Lenders in accordance with their respective Commitments.

SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy notice)
to the Administrative Agent (a) not later than 11:00 a.m., New York City
time, on the day of conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 11:00 a.m., New York City time, three
Business Days prior to conversion or continuation, to convert any ABR
Borrowing into a Eurodollar Borrowing or to continue any Eurodollar
Borrowing as a Eurodollar Borrowing for an additional Interest Period, and
(c) not later than 11:00 a.m., New York City time, three Business Days prior
to conversion, to convert the Interest Period with respect to any Eurodollar
Borrowing to another permissible Interest Period, subject in each case to the
following:

(i) each conversion or continuation shall be made pro rata among the Lenders
in accordance with the respective principal amounts of the Loans comprising
the converted or continued Borrowing;

(ii) if less than all the outstanding principal amount of any Borrowing shall
be converted or continued, then each resulting Borrowing shall satisfy the
limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal
amount and maximum number of Borrowings of the relevant Type;

(iii) each conversion shall be effected by each Lender and the Administrative
Agent by recording for the account of such Lender the new Loan of such
Lender resulting from such conversion and reducing the Loan (or portion
thereof) of such Lender being converted by an equivalent principal amount;
accrued interest on any Eurodollar Loan (or portion thereof) being converted
shall be paid by the Borrower at the time of conversion;

(iv) if any Eurodollar Borrowing is converted at a time other than the end of
the Interest Period applicable thereto, the Borrower shall pay, upon demand,
any amounts due to the Lenders pursuant to Section 2.14;

(v) any portion of a Borrowing maturing or required to be repaid in less than
one month may not be converted into or continued as a Eurodollar
Borrowing;

(vi) any portion of a Eurodollar Borrowing that cannot be converted into or
continued as a Eurodollar Borrowing by reason of the immediately preceding
clause shall be

Page 15

automatically converted at the end of the Interest Period in effect for such
Borrowing into an ABR Borrowing; and

(vii) upon notice to the Borrower from the Administrative Agent given at the
request of the Required Lenders, after the occurrence and during the
continuance of a Default or Event of Default, no outstanding Loan may be
converted into, or continued as, a Eurodollar Loan and, unless repaid, each
Eurodollar Borrowing shall be converted into an ABR Borrowing at
the end of the Interest Period applicable thereto.  Each notice pursuant to
this Section 2.10 shall refer to this Agreement and specify (i) the identity
and amount of the Borrowing that the Borrower requests be converted or
continued, (ii) whether such Borrowing is to be converted to or continued as
a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day) and
(iv) if such Borrowing is to be converted to or continued as a Eurodollar
Borrowing, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an
Interest Period of one month's duration. The Administrative Agent shall
advise the Lenders of any notice given pursuant to this Section 2.10 and of
each Lender's portion of any converted or continued Borrowing. If the
Borrower shall not have given notice in accordance with this Section 2.10 to
continue any Borrowing into a subsequent Interest Period (and shall not
otherwise have given notice in accordance with this Section 2.10 to convert
such Borrowing), such Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically
be continued into an ABR Borrowing.

SECTION 2.11. Prepayment. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part,
upon at least three Business Days' prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) in the
case of Eurodollar Loans, or written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) on the day of prepayment
in the case of ABR Loans, to the Administrative Agent before 11:00 a.m.,
New York City time; provided, however, that each partial prepayment shall
be in an amount that is an integral multiple of $1,000,000 and not less than
$10,000,000.

(b) In the event and on each occasion that any Net Cash Proceeds are
received by or on behalf of the Borrower or any Subsidiary in respect of any
Debt Issuance or Equity Insurance, the Borrower shall, within one Business
Day immediately following the date on which such Net Cash Proceeds are
received, prepay Borrowings in an aggregate amount equal to 100% of such
Net Cash Proceeds.

(c) The Borrower shall deliver to the Administrative Agent, at the time of
each partial prepayment of the Loans pursuant to Section 2.11(b), (i) a
certificate signed by a Financial Officer of the Borrower setting forth in
reasonable detail the calculation of the amount of such prepayment, and (ii)
to the extent practicable, at least three Business Days' prior written notice
of such prepayment.

(d) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein. All prepayments under
this Section 2.11 shall be subject to Section 2.14 but otherwise without
premium or penalty.  All prepayments under this Section 2.11 (other than
prepayment of an ABR Loan that does not occur in connection with, or as a
result of, the prepayment in full of the Loans) shall be accompanied by
accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.

SECTION 2.12. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement, if any Change in
Law shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of or
credit extended by any Lender or shall impose on such Lender or the London
interbank market any other condition affecting this Agreement or Eurodollar
Loans made by such Lender, and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar
Loan or to reduce the amount of any sum received or receivable by such
Lender hereunder

Page 16

(whether of principal, interest or otherwise) by an amount deemed by such
Lender to be material, then the Borrower will pay to such Lender upon
demand such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that any Change in Law regarding
capital adequacy has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company,
if any, as a consequence of this Agreement or the Loans made to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such
Lender's policies and the policies of such Lender's holding company with
respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as applicable, as specified
in paragraph (a) or (b) above shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate delivered by it within 15 days
after its receipt of the same.

(d) Failure or delay on the part of any Lender to demand compensation for
any increased costs or reduction in amounts received or receivable or
reduction in return on capital shall not constitute a waiver of such Lender's
right to demand such compensation; provided that the Borrower shall not be
under any obligation to compensate any Lender under paragraph (a) or (b)
above with respect to increased costs or reductions with respect to any period
prior to the date that is 120 days prior to such request if such Lender knew
or could reasonably have been expected to know of the circumstances giving
rise to such increased costs or reductions and of the fact that such
circumstances could reasonably be expected to result in a claim for increased
compensation by reason of such increased costs or reductions; provided
further that the foregoing limitation shall not apply to any increased costs
or reductions arising out of the retroactive application of any Change in Law
within such 120-day period. The protection of this Section shall be available
to each Lender regardless of any possible contention of the invalidity or
inapplicability of the Change in Law that shall have occurred or been
imposed.

SECTION 2.13. Change in Legality. (a) Notwithstanding any other provision
of this Agreement, if any Change in Law shall make it unlawful for any
Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any
Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent: (i) such Lender may declare that Eurodollar Loans
will not thereafter (for the duration of such unlawfulness) be made by such
Lender hereunder (or be continued for additional Interest Periods and ABR
Loans will not thereafter (for such duration) be converted into
Eurodollar Loans), and any request for a Eurodollar Borrowing (or to convert
an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
Borrowing for an additional Interest Period) shall, as to such Lender only, be
deemed a request for an ABR Loan (or a request to continue an ABR Loan as
such for an additional Interest Period or to convert a Eurodollar Loan into an
ABR Loan, as the case may be), unless such declaration shall be
subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Loan made by it
be converted to ABR Loans, in which event all such Eurodollar Loans shall
be automatically converted to ABR Loans as of the effective date of such
notice as provided in paragraph (b) below.  In the event any Lender shall
exercise its rights under (i) or (ii) above, all payments and prepayments of
principal that would otherwise have been applied to repay the Eurodollar
Loans that would have been made by such Lender or the converted
Eurodollar Loans of such Lender shall instead be applied

Page 17

to repay the ABR Loans made by such Lender in lieu of, or resulting from
the conversion of, such Eurodollar Loans.

(b) For purposes of this Section 2.13, a notice to the Borrower by any Lender
shall be effective as to each Eurodollar Loan made by such Lender, if lawful,
on the last day of the interest Period then applicable to such Eurodollar
Loan; in all other cases such notice shall be effective on the date of receipt
by the Borrower.

SECTION 2.14. Break Funding. The Borrower shall compensate each
Lender for any loss or expense that such Lender may sustain or incur as a
consequence of (a) such Lender receiving or being deemed to receive any
amount on account of the principal of any Eurodollar Loan prior to the end of
the Interest Period in effect therefor, (b) the conversion of any Eurodollar
Loan to an ABR Loan, or the conversion of the Interest Period with respect
to any Eurodollar Loan, in each case other than on the last day of the
Interest Period in effect therefor or (c) the failure of the Borrower to
borrow, convert, continue or prepay any Eurodollar Loan made or to be made
by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) after notice of such
borrowing, conversion, continuation or prepayment shall have been given by
the Borrower hereunder (any of the events referred to in this sentence being
called a "Breakage Event"). In the case of any Breakage Event, such loss
shall include an amount equal to the excess, as reasonably determined by
such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that
is the subject of such Breakage Event for the period from the date of such
Breakage Event to the last day of the Interest Period in effect (or that would
have been in effect) for such Loan over (ii) the amount of interest likely to
be realized by such Lender in redeploying the funds released or not utilized
by reason of such Breakage Event for such period. A certificate of any
Lender setting forth any amount or amounts which such Lender is entitled to
receive pursuant to this Section 2.14 shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount due within 15 days of the receipt of any such certificate.

SECTION 2.15. Pro Rata Treatment. Except as required under Section 2.13,
each Borrowing, each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans, each reduction of the Commitments
and each conversion of any Borrowing to or continuation of any Borrowing
as a Borrowing of any Type shall be allocated pro rata among the
Lenders in accordance with their respective Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans).  Each Lender
agrees that in computing such Lender's portion of any Borrowing to be made
hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole
dollar amount.

SECTION 2.16. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower, or pursuant to a secured claim under Section 506 of
Title 11 of the United States Code or other security or interest arising from,
or in lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans as a result of which the unpaid principal portion of its Loans
shall be proportionately less than the unpaid principal portion of the Loans
of any other Lender, it shall be deemed simultaneously to have purchased
from such other Lender at face value, and shall promptly pay to such other
Lender the purchase price for, a participation in the Loans of such other
Lender, so that the aggregate unpaid principal amount of the Loans and
participations in the Loans held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Loans then
outstanding as the principal amount of its Loans prior to such exercise of
banker's lien, setoff or counterclaim or other event was to the principal
amount of all Loans outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section
2.16 and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such
recovery and the purchase price or prices or adjustment restored without
interest. The Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in a Loan deemed to have been
so purchased may exercise any and all rights of banker's lien, setoff or
counterclaim with respect to any and all moneys owing by the Borrower to
such Lender

Page 18

by reason thereof as fully as if such Lender had made a Loan directly to the
Borrower in the amount of such participation.

SECTION 2.17. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder not later than 12:00 (noon), New York City time, on the
date when due in immediately available dollars, without setoff, defense or
counterclaim. Each such payment shall be made to the Administrative Agent
at its offices at Eleven Madison Avenue, New York, NY 10010 or as
otherwise instructed by the Administrative Agent.

(b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment
may be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of interest or Fees, if
applicable.

SECTION 2.18. Taxes. (a) Any and all payments by the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes not paid pursuant to
Section 2.18(a)(iii) to the relevant Governmental Authority in accordance
with applicable law. As of the Closing Date, each Foreign Lender intends to
make Loans hereunder out of an office located in the United States of
America or out of an office so that such Loans would not be subject to Other
Taxes.

(c) The Borrower shall indemnify the Administrative Agent and each Lender,
within 15 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority; provided, however, that the
Borrower shall not be obligated to make a payment pursuant to this Section
2.18 in respect of penalties, interest and other liabilities attributable to
any Indemnified Taxes or Other Taxes, if (i) such penalties, interest and
other liabilities are attributable to the failure of the Administrative Agent
or such Lender, as the case may be, to pay amounts paid to the
Administrative Agent or such Lender by the Borrower (for Indemnified
Taxes or Other Taxes) to the appropriate taxing authority in a timely manner
after receipt of such payment from the Borrower or (ii) such penalties,
interest and other liabilities are attributable to the gross negligence or
willful misconduct of the Administrative Agent or such Lender, as the case
may be. After the Administrative Agent or a Lender learns of the imposition
of Indemnified Taxes or Other Taxes, such person will act in good faith to
promptly notify the Borrower of its obligations hereunder. A certificate as
to the amount of such payment or liability delivered to the Borrower by a
Lender, or by the Administrative Agent on its behalf or on behalf of a
Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

(e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction

Page 19

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, such properly completed and executed
documentation prescribed by applicable law and reasonably requested by the
Borrower as will permit such payments to be made without withholding or at
a reduced rate. Each Foreign Lender, before it signs and delivers this
Agreement if listed on the signature pages hereof and before it becomes a
Lender in the case of each other Foreign Lender, and from time to time
thereafter, before the date any such form expires or becomes obsolete or
invalid, shall provide the Borrower and the Administrative Agent with
Internal Revenue Service form W-8BEN or W-8ECI (or other appropriate or
successor form prescribed by the Internal Revenue Service) in duplicate,
certifying that such Foreign Lender is entitled to benefits under an income
tax treaty to which the United States of America is a party which exempts the
Foreign Lender from U.S. withholding tax on payments of interest for the
account of such Foreign Lender or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct by such
Foreign Lender of a trade or business in the United States of America and
exempt from United States withholding tax.

(f) If the Administrative Agent or a Lender determines that it has received a
refund or credit in respect of and specifically associated with any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Borrower, or with respect to which the Borrower has paid additional
amounts, it shall promptly notify the Borrower of such refund or credit and
shall within 15 days from the date of receipt of such refund or benefit of
such credit pay over the amount of such refund or benefit of such credit
(including any interest paid or credited by the relevant taxing authority or
Governmental Authority with respect to such refund or credit) to the
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower with respect to the Indemnified Taxes or
Other Taxes giving rise to such refund of credit), net of all
out-of-pocket expenses of such person. If the Administrative Agent or a
Lender shall become aware that it is entitled to receive a refund or credit in
respect of Indemnified Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts, it shall promptly notify the Borrower of the availability
of such refund or credit and shall, within 15 days after receipt of a request
for such by the Borrower (whether as a result of notification that it has made
of such to the Borrower or otherwise), make a claim to such taxing authority
or Governmental Authority for such refund or credit and contest such
Indemnified Taxes, Other Taxes or liabilities if (i) such Lender or the
Administrative Agent determines, in its sole discretion, that it would not be
materially disadvantaged or prejudiced as a result of such contest (it being
understood that the mere existence of fees, charges, costs or expenses that
the Borrower has offered to and agreed to pay on behalf of a Lender or the
Administrative Agent shall not be deemed to be materially disadvantageous
to such person) and (ii) the Borrower furnishes, upon request of the Lender
or the Administrative Agent, an opinion of reputable tax counsel (such
opinion and such counsel to be acceptable to such Lender or the
Administrative Agent) to the effect that such Indemnified Taxes or Other
Taxes were wrongfully or illegally imposed.

SECTION 2.19. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate
requesting compensation pursuant to Section 2.12, (ii) any Lender delivers a
notice described in Section 2.13 or (iii) the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority on account
of any Lender pursuant to Section 2.18, the Borrower may, at its sole
expense and effort (including with respect to the processing and recordation
fee referred to in Section 9.04(b)), upon notice to such Lender and the
Administrative Agent, require such Lender to transfer and assign,
without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all of its interests, rights and obligations under this
Agreement to an assignee that shall assume such assigned obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (x) such assignment shall not conflict with any law, rule or regulation
or order of any court or other Governmental Authority having jurisdiction, (y)
the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld,
and (z) the Borrower or such assignee shall have paid to the affected Lender
in immediately available funds an amount equal to the sum of the principal of
and interest accrued to the date of such payment on the outstanding Loans of
such Lender, respectively, plus all Fees and other amounts accrued for the
account of such Lender hereunder (including any amounts under Section 2.12 and
Section 2.14); provided further that, if prior to any such transfer and
assignment

Page 20

the circumstances or event that resulted in such Lender's claim for
compensation under Section 2.12 or notice under Section 2.13 or the amounts
paid pursuant to Section 2.18, as the case may be, cease to cause such Lender
to suffer increased costs or reductions in amounts received or receivable or
reduction in return on capital, or cease to have the consequences specified in
Section 2.13, or cease to result in amounts being payable under Section 2.18,
as the case may be (including as a result of any action taken by such Lender
pursuant to paragraph (b) below), or if such Lender shall waive its right to
claim further compensation under Section 2.12 in respect of such
circumstances or event or shall withdraw its notice under Section 2.13 or
shall waive its right to further payments under Section 2.18 in respect of such
circumstances or event, as the case may be, then such Lender shall not
thereafter be required to make any such transfer and assignment hereunder.

(b) If (i) any Lender shall request compensation under Section 2.12, (ii) any
Lender delivers a notice described in Section 2.13 or (iii) the Borrower is
required to pay any additional amount or indemnity payment to any Lender
or any Governmental Authority on account of any Lender, pursuant to
Section 2.18, then such Lender shall use reasonable efforts (which shall not
require such Lender to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed
by it to be significant) (x) to file any certificate or document reasonably
requested in writing by the Borrower or (y) to assign its rights and delegate
and transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.12 or enable it to withdraw its notice pursuant
to Section 2.13 or would reduce amounts payable pursuant to Section 2.18, as
the case may be, in the future. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any
such filing or assignment, delegation and transfer.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and each
of the Lenders that:

SECTION 3.01. Organization; Powers. The Borrower and each of the
Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has all requisite
power and authority to own its property and assets and to carry on its
business as now conducted and (c) is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required,
except where the failure so to qualify could not reasonably be expected to
result in a Material Adverse Effect.

SECTION 3.02. Authorization. The execution, delivery and performance by
the Borrower of this Agreement, the consummation of the Plan of
Arrangement and the Acquisition and the consummation of the other
transactions contemplated hereby and thereby (including the Borrowings
hereunder) (collectively, the "Transactions") (a) are within the Borrower's
corporate powers and have been duly authorized by all requisite corporate
and, if required, stockholder action, and (b) will not (i) violate (A) any
provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of the
Borrower or any Subsidiary, (B) any order of any Governmental Authority or
(C) any provision of any indenture, agreement or other instrument to which
the Borrower or any Subsidiary is a party or by which any of them or any of
their property is or may be bound, the effect of which could reasonably be
expected to result in a Material Adverse Effect, (ii) result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, or
give rise to any right to accelerate or to require the prepayment, repurchase
or redemption of any obligation under any such indenture, agreement or
other instrument, the effect of which could reasonably be expected to result
in a Material Adverse Effect, or (iii) result in the creation or imposition of
any Lien upon or with respect to any property or assets now owned or
hereafter acquired by the Borrower or any Subsidiary.

Page 21

SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforceability of
creditors' rights generally and to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

SECTION 3.04. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority
is or will be required in connection with the Transactions, except for such as
have been made or obtained and are in full force and effect.

SECTION 3.05. Financial Statements. The Borrower has heretofore
furnished to the Lenders its consolidated balance sheets and related
statements of income, stockholders' equity and cash flows (i) as of and for
the fiscal year ended December 31, 2001, audited by and accompanied by the
opinion of PricewaterhouseCoopers LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion of the fiscal year
ended March 31, 2002, certified by its chief financial officer. Such financial
statements present fairly, in all material respects, the financial condition
and results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes in
the case of the statements referred to in clause (ii) above.
SECTION 3.06. No Material Adverse Change. Since December 31, 2001,
there has been no material adverse change in the financial condition, results
of operations or business of the Borrower and the Subsidiaries, taken as a
whole.

SECTION 3.07. Subsidiaries. (a) Schedule 3.07(a) sets forth as of the
Closing Date a list of all Subsidiaries and the percentage ownership interest
of the Borrower therein.

(b) Schedule 3.07(b) sets forth as of the Closing Date a list of all
subsidiaries of Dynacare and the percentage ownership interest of Dynacare
therein. As of the Acquisition Closing Date, after giving effect to the Plan
of Arrangement, Dynacare and each such subsidiary will become a
Subsidiary.

SECTION 3.08. Litigation; Compliance with Laws. (a) There are not any
actions, suits or proceedings at law or in equity or by or before any
Governmental Authority now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any Subsidiary or any
business, property or rights of any such person (i) that involve this
Agreement or the Transactions or (ii) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

(b) None of the Borrower or any of the Subsidiaries is in violation of any
law, rule or regulation, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such
violation or default could reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.09. Federal Reserve Regulations. (a) The Borrower is not
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.

(b) No part of the proceeds of any Loan will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any
purpose that entails a violation of, or that is inconsistent with, the
provisions of the Regulations of the Board, including Regulation T, U or X.

SECTION 3.10. Investment Company Act; Public Utility Holding Company
Act. None of the Borrower or any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment
Company Act of 1940 or (b) a "holding company" as defined in, or subject
to regulation under, the Public Utility Holding Company Act of 1935.

Page 22

SECTION 3.11. Use of Proceeds. The Borrower will use the proceeds of the
Loans only for the purposes specified in the preamble to this Agreement.

SECTION 3.12. Tax Returns. Each of the Borrower and the Subsidiaries has
filed or caused to be filed all Federal, state, local and foreign tax returns
or materials required to have been filed by it and has paid or caused to be
paid all Taxes due and payable by it and all assessments received by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable,
shall have set aside on its books adequate reserves or (b) to the extent that
the failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

SECTION 3.13. No Material Misstatements. No information, report,
financial statement, exhibit or schedule furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein
taken as a whole, in the light of the circumstances under which they were
made, not misleading; provided that to the extent any such information,
report, financial statement, exhibit or schedule was based upon or constitutes
a forecast or projection, the Borrower represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule.

SECTION 3.14. Employee Benefit Plans. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in a Material Adverse
Effect. The accumulated benefit obligations (as defined in Statement of
Financial Accounting Standards No. 87) under all Plans (based on the
assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the last annual valuation dates applicable
thereto, exceed by more than $50,000,000 the fair market value of the assets
of all such Plans.

SECTION 3.15. Environmental Matters. Except with respect to any matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, neither the Borrower nor any of the
Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) is subject to any Environmental
Liability, (iii) has received written notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any
Environmental Liability of the Borrower or the Subsidiaries.

SECTION 3.16. Senior Indebtedness. The Loans and other obligations
hereunder constitute "Senior Indebtedness" under and as defined in the
subordinated Note Documents.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make the Loans hereunder shall not
become effective until the date on which each of the following conditions is
satisfied:

(a) The Administrative Agent shall have received a Borrowing Request as
required by Section 2.03.

(b) The representations and warranties set forth in Article III hereof shall
be true and correct in all material respects on and as of the date of such
Borrowing with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to
an earlier date.

Page 23

(c) At the time of and immediately after such Loans, no Event of Default or
Default shall have occurred and be continuing.


(d) The Administrative Agent (or its counsel) shall have received from each
party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.

(e) The Administrative Agent shall have received, on behalf of itself and the
Lenders, a favorable written opinion of each of (i) Bradford T. Smith, Chief
Legal Counsel of the Borrower, substantially to the effect set forth in
Exhibit D-1, and (ii) Hogan & Hartson L.L.P., special counsel for the
Borrower, substantially to the effect set forth in Exhibit D-2, (A) dated the
Closing Date, (B) addressed to the Administrative Agent and the Lenders,
and (C) covering such other matters relating to this Agreement and the
Transactions as the Administrative Agent shall reasonably request, and the
Borrower hereby requests such counsel to deliver such opinions.

(f) The Administrative Agent shall have received (i) a copy of the certificate
of incorporation, including all amendments thereto, of the Borrower, certified
as of a recent date by the Secretary of State of the State of Delaware, and a
certificate as to the good standing of the Borrower as of a recent date, from
such Secretary of State; (ii) a certificate of the Secretary or Assistant
Secretary of the Borrower dated the Closing Date and certifying (A) that
attached thereto is a true and complete copy of the by-laws of the Borrower
as in effect on the Closing Date and at all times since a date prior to the
date of the resolutions described in clause (B) below, (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the Board
of Directors of the Borrower authorizing the execution, delivery and
performance of this Agreement and the borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full
force and effect, (C) that the certificate of incorporation of the Borrower
has not been amended since the date of the last amendment thereto shown on
the certificate of good standing furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer executing
this Agreement or any other document delivered in connection herewith on
behalf of the Borrower; and (iii) a certificate of another officer as to the
incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to (ii) above.

(g) The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c)
of this Article IV.

(h) The Administrative Agent shall have received all Fees and other amounts
due and payable on or prior to the Closing Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

(i) The credit facilities provided for by the Existing Borrower Credit
Agreements shall be rated not lower than BBB+ by S&P, and the
Administrative Agent shall have received satisfactory evidence thereof.

ARTICLE V

Affirmative Covenants

The Borrower covenants and agrees with each Lender that until the
Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable hereunder shall
have been paid in full, unless the Required Lenders shall otherwise consent
in writing, the Borrower will, and will cause each of the Subsidiaries to:

Page 24

SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section
6.04.

(b) Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect its rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names,
and comply in all material respects with all applicable laws, rules,
regulations and decrees and orders of any Governmental Authority, in each
case except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

SECTION 5.02. Insurance. Maintain with responsible and reputable
insurance companies insurance, to such extent and against such risks as is
customary with companies in the same or similar businesses operating in the
same or similar locations.

SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other
obligations, including Taxes, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof shall be contested in
good faith by appropriate proceedings and the Borrower shall have set aside
on its books adequate reserves with respect thereto in accordance with GAAP
or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 5.04. Financial Statements, Reports, etc. In the case of the
Borrower, furnish to the Administrative Agent and each Lender:

(a) within 105 days after the end of each fiscal year, its consolidated
balance sheet and related statements of income, stockholders' equity and
cash flows as of the close of and for such fiscal year, together with
comparative figures for the immediately preceding fiscal
year, all audited by PricewaterhouseCoopers LLP or other independent
public accountants of recognized national standing and accompanied by an
opinion of such accountants (which shall not be qualified in any material
respect) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

(b) within 50 days after the end of each of the first three fiscal quarters of
each fiscal year, its consolidated balance sheet and related statements of
income, stockholders' equity and cash flows as of the close of and for such
fiscal quarter and the then elapsed portion of the fiscal year, and
comparative figures for the same periods in the immediately preceding fiscal
year, all certified by one of its Financial Officers as presenting fairly in
all material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under paragraph
(a) or (b) above, a certificate of a Financial Officer (A) certifying that no
Event of Default or Default has occurred or, if such an Event of Default or
Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto,
(B) setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenants
contained in Sections 6.07 and 6.08 and (C) stating whether any change in
GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.05 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

(d) promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials filed by the Borrower
or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed to its
shareholders, as the case may be;

Page 25

(e) promptly after the receipt thereof by the Borrower or any of its
Subsidiaries, a copy of any "management letter" received by any such
person from its certified public accountants and the management's response
thereto; and

(f) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of the Borrower or any
Subsidiary, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably request.

SECTION 5.05. Litigation and Other Notices. In the case of the Borrower,
furnish to the Administrative Agent and each Lender prompt written notice
of the following:

(a) any Event of Default or Default, specifying the nature and extent thereof
and the corrective action (if any) taken or proposed to be taken with respect
thereto;

(b) the filing or commencement of, or any threat or notice of intention of any
person to file or commence, any action, suit or proceeding, whether at law or
in equity or by or before any Governmental Authority, against the Borrower
or any Affiliate thereof that could reasonably be expected to result in a
Material Adverse Effect;

(c) any change in the rating by S&P of the Index Debt; and

(d) the occurrence of any ERISA Event that, alone or together with any other
ERISA Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect.

SECTION 5.06. Maintaining Records; Access to Properties and Inspections.
Keep books of record and account in conformity with GAAP and all
requirements of law in relation to its business and activities. The Borrower
will, and will cause each of its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect the financial records and the properties of the
Borrower or any Subsidiary at reasonable times and as often as reasonably
requested and to make extracts from and copies of such financial records, and
permit any representatives designated by the Administrative Agent or any
Lender to discuss the affairs, finances and condition of the Borrower or any
Subsidiary with the officers thereof and independent accountants therefor.

SECTION 5.07. Use of Proceeds. Use the proceeds of the Loans only for
the purposes set forth in the preamble to this Agreement.

SECTION 5.08. Take-Out Facility. In the case of the Borrower, use its best
efforts to cause to become effective, as promptly as practicable following the
Closing Date, the Take-Out Facility (as defined in the Commitment Letter
dated May 8, 2002, between the Borrower and CSFB), and use the proceeds
thereof to refinance in full the Loans.

ARTICLE VI

Negative Covenants

The Borrower covenants and agrees with each Lender that, until the
Commitments have been terminated and the principal of and interest on each
Loan, all Fees and all other expenses or amounts payable hereunder have
been paid in full, unless the Required Lenders shall otherwise consent in
writing, the Borrower will not, and will not cause or permit any of the
Subsidiaries to:

SECTION 6.01. Subsidiary Indebtedness. With respect to the Subsidiaries,
incur, create, issue, assume or permit to exist any Indebtedness or preferred
stock, except:

Page 26

(a) Indebtedness or preferred stock existing on the date hereof and having an
aggregate principal amount (or, in the case of preferred stock, an aggregate
liquidation preference) of less than $25,000,000 in the aggregate and, in the
case of any such Indebtedness, any extensions, renewals or replacements
thereof to the extent the principal amount of such Indebtedness is not
increased, and such Indebtedness, if subordinated to the Loans, remains so
subordinated on terms no less favorable to the Lenders, and the original
obligors in respect of such Indebtedness remain the only obligors thereon;

(b) Indebtedness of Dynacare and its subsidiaries existing on the Acquisition
Closing Date; provided that (i) such Indebtedness was not created in
contemplation of or in connection with the Acquisition, (ii) the Existing
Dynacare Notes shall be redeemed in full within 60 days
following the Acquisition Closing Date and (iii) the aggregate principal
amount of all Indebtedness of Dynacare and its subsidiaries permitted by this
paragraph (b) (other than the Existing Dynacare Notes, accrued interest
thereon and the associated redemption premium), shall not exceed
$25,000,000 at any time outstanding;

(c) intercompany Indebtedness or preferred stock to the extent owing to or
held by the Borrower or another Subsidiary;

(d) Indebtedness of any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, and extensions,
renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof; provided that (i) such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion
of such construction or improvement and (ii) the aggregate principal amount
of Indebtedness permitted by this Section 6.01(d), when combined with the
aggregate principal amount of all Capital Lease Obligations incurred
pursuant to Section 6.01(e) and all Indebtedness incurred pursuant to Section
6.01(f), shall not exceed $100,000,000 at any time outstanding;

(e) Capital Lease Obligations in an aggregate principal amount, when
combined with the aggregate principal amount of all Indebtedness incurred
pursuant to Section 6.01(d) and Section 6.01(f), not in excess of
$100,000,000 at any time outstanding;

(f) Indebtedness of any person (other than Dynacare and its subsidiaries) that
becomes a Subsidiary after the date hereof; provided that (i) such
Indebtedness exists at the time such person becomes a Subsidiary and is not
created in contemplation of or in connection with such person becoming a
Subsidiary, (ii) immediately before and after such person becomes a
Subsidiary, no Event of Default or Default shall have occurred and be
continuing and (iii) the aggregate principal amount of Indebtedness permitted
by this clause (f), when combined with the aggregate principal amount of all
Indebtedness incurred pursuant to Section 6.01(d) and all Capital Lease
Obligations incurred pursuant to Section 6.01(e), shall not exceed
$100,000,000 at any time outstanding;

(g) Indebtedness under performance bonds or with respect to workers'
compensation claims, in each case incurred in the ordinary course of
business; and

(h) additional Indebtedness or preferred stock of the Subsidiaries to the
extent not otherwise permitted by the foregoing clauses of this Section 6.01
in an aggregate principal amount (or, in the case of preferred stock, with an
aggregate liquidation preference), when  combined (without duplication)
with the amount of obligations of the Borrower and its Subsidiaries secured
by Liens pursuant to Section 6.02(j), not to exceed $100,000,000 at any
time outstanding.

Page 27

SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on
any property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or
on any income or revenues or rights in respect of any thereof, except:

(a) Liens on property or assets of the Borrower and its Subsidiaries existing
on the date hereof and encumbering property or assets with a fair market
value, and securing obligations having an aggregate principal amount, in
each case less than $25,000,000 in the aggregate; provided that (x) such
Liens shall secure only those obligations which they secure on the date
hereof and extensions, renewals and replacements thereof permitted
hereunder and (y) such Liens shall not apply to any other property or assets
of the Borrower or any of the Subsidiaries;

(b) any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or
asset of any person that becomes a Subsidiary (including Dynacare and its
subsidiaries) after the date hereof prior to the time such person becomes a
Subsidiary; provided that (i) such Lien is not created in contemplation
of or in connection with such acquisition or such person becoming a
Subsidiary, as the case may be, (ii) such Lien does not apply to any other
property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such person becomes a Subsidiary, as the case may be and
extensions, renewals and replacements thereof permitted hereunder;

(c) Liens for taxes not yet due or which are being contested in compliance
with Section 5.03;

(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business and securing
obligations that are not overdue by more than 90 days or which are being
contested in compliance with Section 5.03;

(e) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and
other social security laws or regulations;

(f) deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (other than Capital Lease Obligations), statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;

(g) zoning restrictions, easements, rights-of-way, restrictions on use of real
property and other similar encumbrances incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount and do not
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;

(h) purchase money security interests in real property, improvements thereto
or equipment hereafter acquired (or, in the case of improvements,
constructed) by the Borrower or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by Section 6.01, (ii) such
security interests are incurred, and the Indebtedness secured thereby
is created, within 180 days after such acquisition (or construction) and (iii)
such security interests do not apply to any other property or assets of the
Borrower or any Subsidiary;

(i) Liens in respect of judgments that do not constitute an Event of Default;
and

(j) Liens not otherwise permitted by the foregoing clauses of this Section
6.02 securing obligations otherwise permitted by this Agreement in an
aggregate principal and face amount, when combined (without duplication)
with the amount of Indebtedness or preferred

Page 28

stock of Subsidiaries incurred pursuant to Section 6.01(h), not to exceed
$100,000,000 at any time outstanding.


SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred unless (a) the
sale of such property is permitted by Section 6.04 and (b) any Capital Lease
Obligations or Liens arising in connection therewith are permitted by
Sections 6.01 and 6.02, respectively.

SECTION 6.04. Mergers, Consolidations and Sales of Assets. Merge into or
consolidate with any other person, or permit any other person to merge into
or consolidate with it, or sell, transfer, lease or otherwise dispose of (in
one transaction or in a series of transactions) all or substantially all the
assets (whether now owned or hereafter acquired) of the Borrower, except
that, if at the time thereof and immediately after giving effect thereto no
Event of Default or Default shall have occurred and be continuing, (a) any
person may merge into the Borrower in a transaction in which the Borrower
is the surviving corporation and (b) any person, other than the Borrower, may
merge into or consolidate with any Subsidiary in a transaction in which the
surviving entity is a Subsidiary.

SECTION 6.05. Restricted Payments. Declare or make, or agree to declare or
make, directly or indirectly, any Restricted Payment (including pursuant to
any Synthetic Purchase Agreement), or incur any obligation (contingent or
otherwise) to do so; provided, however, that (i) any Subsidiary may declare
and pay dividends or make other distributions ratably to holders of Equity
Interests in it, (ii) the Borrower may declare and pay dividends or make
other distributions of its Equity Interests and (iii) so long as no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, the Borrower and the Subsidiaries may declare and make, directly
or indirectly, additional Restricted Payments to the extent not otherwise
permitted by the foregoing clauses of this Section 6.05 in an aggregate
amount not to exceed $300,000,000.

SECTION 6.06. Business of Borrower and Subsidiaries. Engage to any
material extent in any business or business activity other than businesses of
the type currently conducted by the Borrower and the Subsidiaries and
business activities reasonably related thereto.

SECTION 6.07. Interest Coverage Ratio. Permit the Interest Coverage Ratio
for any period of four consecutive fiscal quarters, in each case taken as one
accounting period, to be less than 5.0 to 1.0.

SECTION 6.08. Maximum Leverage Ratio. Permit the Leverage Ratio for
any period of four consecutive fiscal quarters, in each case taken as one
accounting period, to be greater than 2.5 to 1.0.

SECTION 6.09. Hedging Agreements. Enter into any Hedging Agreement
other than nonspeculative Hedging Agreements entered into to hedge or
mitigate risks to which the Borrower or a Subsidiary is exposed in the
ordinary course of the conduct of its business or the management of its
liabilities.

ARTICLE VII

Events of Default

In case of the happening of any of the following events ("Events of Default"):

(a) any representation or warranty made or deemed made in or in connection
with this Agreement or the Borrowings hereunder, or any representation,
warranty, statement or information contained in any report, certificate,
financial statement or other instrument furnished in connection with

Page 29

or pursuant to this Agreement shall prove to have been false or misleading in
any material respect when so made, deemed made or furnished;

(b) default shall be made in the payment of any principal of any Loan when
and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration thereof
or otherwise;

(c) default shall be made in the payment of any interest on any Loan or any
Fee or any other amount (other than an amount referred to in (b) above) due
under this Agreement, when and as the same shall become due and payable,
and such default shall continue unremedied for a period of five Business
Days;

(d) default shall be made in the due observance or performance by the
Borrower or any Subsidiary of any covenant, condition or agreement
contained in Section 5.01(a) (with respect to the Borrower), 5.05(a) or 5.07
or in Article VI;

(e) default shall be made in the due observance or performance by the
Borrower or any Subsidiary of any covenant, condition or agreement
contained in this Agreement (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied for a period of 30 days
after notice thereof from the Administrative Agent to the Borrower (which
notice will be given at the request of any Lender);

(f) (i) the Borrower or any Material Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Material
Indebtedness, when and as the same shall become due and payable (after
giving effect to any applicable grace period), or (ii) any other event or
condition occurs (after giving effect to any applicable grace period) that
results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (ii) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness;

(g) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking (i) relief in
respect of the Borrower or any Material Subsidiary, or of a substantial part
of the property or assets of the Borrower or a Material Subsidiary, under
Title 11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency, receivership or
similar law, (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of the property or assets of the Borrower
or a Material Subsidiary or (iii) the winding-up or liquidation of the
Borrower or any Material Subsidiary; and such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered;

(h) the Borrower or any Material Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking relief under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower or any Material Subsidiary or for a substantial part of the property
or assets of the Borrower or any Material Subsidiary, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors, (vi)
become unable, admit in writing its inability or fail generally to pay its
debts as they become due or (vii) take any action for the purpose of effecting
any of the foregoing;

(i) one or more judgments for the payment of money in an amount in excess
of $50,000,000 individually or $75,000,000 in the aggregate shall be
rendered against the Borrower, any Material

Page 30

Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to levy upon assets or properties of the Borrower or any
Material Subsidiary to enforce any such judgment; provided, however, that
any such judgment shall not be an Event of Default under this paragraph (i) if
and for so long as (i) the entire amount of such judgment is covered by a
valid and binding policy of insurance between the defendant and the insurer
covering payment thereof and (ii) such insurer, which shall be rated at least
"A" by A.M. Best Company, has been notified of, and has not disputed the
claim made for payment of the amount of such judgment;

(j) one or more ERISA Events shall have occurred that results in liability of
the Borrower and its ERISA Affiliates exceeding $50,000,000 individually or
$75,000,000 in the aggregate; or

(k) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to the
Borrower described in paragraph (g) or (h) above), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at
the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times: (i)
terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and any unpaid accrued Fees and all other
liabilitiesof the Borrower accrued hereunder, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower, anything
contained hereinto the contrary notwithstanding; and in any event with
respect to the Borrower described in paragraph (g) or (h) above, the
Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein to the contrary
notwithstanding.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent its
agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of this Agreement, together with such actions and powers
as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder.

The Administrative Agent shall not have any duties or obligations except
those expressly set forth in this Agreement. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated by this
Agreement that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.08), and
(c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of the Subsidiaries
that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with

Page 31

the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to
the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith,
(iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by it.
The Administrative Agent and any such sub-agent may perform any and all
its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of each Administrative
Agent and any such sub-agent, and shall apply to their respective activities
in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time
by notifying the Lenders and the Borrower.  Upon any such resignation, the
Required Lenders shall have the right, with the consent of the Borrower
(such consent not to be unreasonably withheld or delayed), to appoint a
successor. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New
York, New York, or an Affiliate of any such bank, that is acceptable to the
Borrower (which shall not unreasonably withhold its approval). Upon the
acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor
Administrative shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article
and Section 9.05 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while
acting as Administrative Agent.

Each Lender acknowledges 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 credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges 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 from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.

Page 32

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy,
as follows:

(a) if to the Borrower, to it at 231 Maple Avenue, Burlington, NC 27215,
Attention of Wesley R. Elingburg (Telecopy No. (336) 436-1066);

(b) if to the Administrative Agent, to Credit Suisse First Boston, Eleven
Madison Avenue, New York, NY 10010, Attention of Ronald Davis,
Agency Group (Telecopy No. (212) 325-8304, with a copy to Credit Suisse
First Boston, at Eleven Madison Avenue, New York, NY 10010, Attention
of Agency Group Manager (Telecopy No. (212) 325-8304); and

(c) if to a Lender, to it at its address (or telecopy number) set forth on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
Lender shall have become a party hereto.

All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have
been given on the date of receipt.

SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by
the Lenders and shall survive the making by the Lenders of the Loans,
regardless of any investigation made by the Lenders or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under
this Agreement is outstanding and unpaid and so long as the Commitments
have not been terminated.  The provisions of Sections 2.12, 2.14, 2.18 and
9.05 shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the
expiration of the Commitments, the invalidity or unenforceability of any term
or provision of this Agreement, or any investigation made by or on behalf of
the Administrative Agent or any Lender.

SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative
Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other
parties hereto.

SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, the
Administrative Agent or the Lenders that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of (x) an assignment to a Lender or an
Affiliate of a Lender or (y) an assignment by CSFB or an Affiliate of CSFB,
(A) the Borrower and the Administrative Agent must give their prior written
consent to such assignment (which consent shall not be unreasonably
withheld or delayed); provided, however, that the consent of the Borrower
shall not be required to any such assignment during the continuance of any
Event of Default described in paragraph (g) or (h) of Article VII, and (B) the
amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000

Page 33

(or, if less, the entire remaining amount of such Lender's Commitment), (ii)
each such assignment shall be of a constant, and not a varying, percentage of
all the assigning Lender's rights and obligations under this Agreement, (iii)
the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 and (iv) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and applicable tax forms. Upon acceptance and recording
pursuant to paragraph (e) of this Section 9.04, from and after the effective
date specified in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement and (B) the assigning Lender thereunder shall,
to the extent of the interest assigned by 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 Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.12, 2.14, 2.18 and 9.05, as well as to any Fees accrued
for its account and not yet paid).

(c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner
of the interest being assigned thereby free and clear of any adverse claim and
that its Commitment and the outstanding balance of its Loans, without giving
effect to assignments thereof which have not become effective, are as set
forth in such Assignment and Acceptance, (ii) except as set forth in (i)
above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement, or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished
pursuant hereto, or the financial condition of the Borrower or any Subsidiary
or the performance or observance by the Borrower or any Subsidiary of any
of its obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee represents and warrants that it
is legally authorized to enter into such Assignment and Acceptance; (iv) such
assignee confirms that it has received a copy of this Agreement, together
with copies of the most recent financial statements referred to in Section
3.05 or delivered pursuant to Section 5.04 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee
will independently and without reliance upon the Administrative Agent, such
assigning Lender 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 decisions in taking or not taking action under this Agreement; (vi)
such assignee appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

(d) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive and the Borrower, the Administrative Agent and the
Lenders may treat each person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (b) above and, if required, the written consent of the
Administrative Agent to such assignment, the Administrative Agent shall (i)
accept such Assignment and Acceptance and (ii) record

Page 34

the information contained therein in the Register. No assignment shall be
effective unless it has been recorded in the Register as provided in this
paragraph (e).

(f) Each Lender may without the consent of the Borrower or the
Administrative Agent sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans
owing to it);
provided, however, that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii) the
participating banks or other entities shall be entitled to the benefit of the
cost protection provisions contained in Sections 2.12, 2.14 and 2.18 to the
same extent as if they were Lenders (but, with respect to any particular
participant, to no greater extent than the Lender that sold the participation
to such participant) and (iv) the Borrower, the Administrative Agent and the
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement,
and such Lender shall retain the sole right to enforce the obligations of the
Borrower relating to the Loans and to approve any amendment, modification
or waiver of any provision of this Agreement (other than amendments,
modifications or waivers decreasing any fees payable hereunder or the
amount of principal of or the rate at which interest is payable on the Loans,
extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or increasing or extending the
Commitments).

(g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
Section 9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such
Lender by or on behalf of the Borrower; provided that, prior to any such
disclosure of information designated by the Borrower as confidential, each
such assignee or participant or proposed assignee or participant shall
execute an agreement whereby such assignee or participant shall agree
(subject to customary exceptions) to preserve the confidentiality of such
confidential information on terms no less restrictive than those applicable to
the Lenders pursuant to Section 9.16.

(h) Any Lender may at any time assign all or any portion of its rights under
this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.

(i) Notwithstanding anything to the contrary contained herein, any Lender (a
"Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide
to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to make any Loan and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of
all outstanding commercial paper or other senior indebtedness of any SPC,
it will not institute against, or join any other person in instituting
against, such SPC any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings under the laws of the United States
or any State thereof. In addition, notwithstanding anything to the contrary
contained in this Section 9.04, any SPC may (i) with notice to, but without
the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its
interests in any Loan to the Granting Lender or to any financial institutions
(consented to by the Borrower and Administrative Agent) providing
liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis
any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC.

Page 35

(j) The Borrower shall not assign or delegate any of its rights or duties
hereunder without the prior written consent of the Administrative Agent and
each Lender, and any attempted assignment without such consent shall be
null and void.

SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all
reasonable out-of pocket expenses incurred by the Administrative Agent in
connection with the syndication of the credit facilities provided for herein
and the preparation and administration of this Agreement or in connection
with any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions hereby or thereby contemplated shall be
consummated) or incurred by the Administrative Agent or any Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement or in connection with the Loans made hereunder, including
the reasonable fees, charges and disbursements of Cravath, Swaine & Moore,
counsel for the Administrative Agent, and, in connection with any such
enforcement or protection, the reasonable fees, charges and disbursements of
any other counsel for the Administrative Agent or any Lender.

(b) The Borrower agrees to indemnify the Administrative Agent, each Lender
and each Related Party of any of the foregoing persons (each such person
being called an "Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee (other than Taxes, Other Taxes or amounts
that would be Other Taxes if imposed by the United States of America or any
political subdivision thereof) arising out of, in any way connected with, or
as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated thereby, the performance by the
parties thereto of their respective obligations thereunder or the consummation
of the Transactions and the other transactions contemplated thereby, (ii) the
use of the proceeds of the Loans, or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not
any Indemnitee is a party thereto; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment (a "Final
Judgment") to have resulted from the gross negligence or willful misconduct
of such Indemnitee or (y) arise from any legal proceedings commenced
against any Lender by any other Lender (other than legal proceedings against
the Administrative Agent in its capacity as such) or in which a Final
Judgment is rendered in the Borrower's favor against such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such. For
purposes hereof, a Lender's "pro rata share" shall be determined based upon
its share of the outstanding Loans.

(d) To the extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section 9.05 shall be payable not later than 15
days after written demand therefor.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from
time to time, except to the extent prohibited by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender to
or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement and although such obligations may
be unmatured. The
Page 36

rights of each Lender under this Section 9.06 are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent or any Lender in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to
any departure by the Borrower therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. No notice or demand on the Borrower in any case
shall entitle the Borrower to any other or further notice or demand in similar
or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of,
or extend the maturity of or any scheduled principal payment date or date for
the payment of any interest on any Loan, or waive or excuse any such
payment or any part thereof, or decrease the rate of interest on any Loan,
without the prior written consent of each Lender affected thereby, (ii)
increase or extend the Commitment or decrease or extend the date for
payment of any Fees of any Lender without the prior written consent of such
Lender, (iii) amend or modify the pro rata requirements of Section 2.15, the
provisions of Section 9.04(j), the provisions of this Section or the
definition of the term "Required Lenders", without the prior written consent
of each Lender or (iv) modify the protections afforded to an SPC pursuant to
the provisions of Section 9.04(i) without the written consent of such SPC;
provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent.

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by the Lender holding
such Loan or participation in accordance with applicable law, the rate of
interest payable in respect of such Loan or participation hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or participation but were not payable as a
result of the operation of this Section 9.09 shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.

SECTION 9.10. Entire Agreement. This Agreement and the Fee Letter dated
May 8, 2002, between the Borrower and CSFB, constitute the entire contract
between the parties relative to the subject matter hereof. Any other previous
agreement among the parties with respect to the subject matter hereof is
superseded by this Agreement. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person (other than the parties hereto,
their respective successors and assigns permitted hereunder and, to the extent
expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY

Page 37

HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12. Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together
shall constitute a single contract, and shall become effective as provided in
Section 9.03. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.

SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out
of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement
shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any jurisdiction.

(b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any New York
State or Federal court. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

SECTION 9.16. Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its
Affiliates' officers, directors, employees and agents, including accountants,
legal counsel and other advisors who need to know such Information in
connection with its role as Administrative Agent or Lender (as the case may
be) hereunder (it being understood that the persons

Page 38

to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential),
(b) to the extent requested by any regulatory authority or quasi-regulatory
authority (such as the National Association of Insurance Commissioners)
(provided that, to the extent permitted by applicable law and practicable
under the circumstances, such person will first inform the Borrower of any
such request), (c) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process (provided that, to the extent
permitted by applicable law, such person will promptly notify the Borrower
of such requirement as far in advance of its disclosure as is practicable to
enable the Borrower to seek a protective order and, to the extent practicable,
such person will cooperate with the Borrower in seeking any such order), (d)
in connection with the exercise of any remedies hereunder or any suit, action
or proceeding relating to the enforcement of its rights hereunder, (e) subject
to an agreement containing provisions substantially the same as those of this
Section 9.16, to (i) any actual or prospective assignee of or participant in
any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any credit default swap or
similar credit derivative transaction relating to the obligations of the
Borrower under this Agreement, (f) with the consent of the Borrower or (g)
to the extent such Information becomes publicly available other than as a
result of a breach of this Section 9.16. For the purposes of this Section,
"Information" shall mean all information received from the Borrower and
related to the Borrower or its business, other than any such information that
was available to the Administrative Agent or any Lender on a
nonconfidential basis prior to its disclosure by the Borrower.
Each of the Administrative Agent and the Lenders agrees that, except as
expressly provided in this Section 9.16, it will use Information only in
connection with its role as Administrative Agent or Lender (as the case may
be) hereunder.

SECTION 9.17. Syndication of Commitments and Loans. Pursuant to the
Commitment Letter dated May 8, 2002, between the Borrower and CSFB,
the Borrower has agreed to, among other things, actively assist CSFB in
completing a satisfactory syndication of the Commitments and Loans
hereunder, which syndication may occur, if at all, prior to or after the
Closing Date. Without limiting the obligations of the Borrower with respect
to and under such Commitment Letter and this Agreement, in order to ensure
a successful syndication of the Commitments and the Loans, the Borrower
hereby agrees (a) to enter into any amendment or amendment and
restatement of this Agreement reasonably proposed by the Administrative
Agent to accomplish any of the changes that may be made by CSFB pursuant
to the seventh paragraph of such Commitment Letter; provided that the Total
Commitment shall remain unchanged, and (b) to pay all Participation Fees
(as defined in the Fee Letter dated May 8, 2002, between the Borrower and
CSFB) in connection with any syndication of the Commitments and Loans
hereunder.

Page 39

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

LABORATORY CORPORATION OF
AMERICA HOLDINGS,
by _________________________
     Name:
     Title:


CREDIT SUISSE FIRST BOSTON, acting
through its New York branch, as Administrative
Agent,
by: _________________________
      Name:
      Title:

by: _________________________
      Name:
      Title:


CREDIT SUISSE FIRST BOSTON, CAYMAN
ISLANDS BRANCH, as a Lender,
by: _________________________
      Name:
      Title:

by: _________________________
      Name:
      Title:


</TEXT>
</DOCUMENT>
