EDWARDS LIFESCIENCES CORP
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>3
<FILENAME>a2048669zex-10_31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>

<PAGE>

                                                                   Exhibit 10.31

                                                                  CONFORMED COPY

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

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                                   Dated as of

                                 March 29, 2001

                                      Among

                        EDWARDS LIFESCIENCES CORPORATION
                                   as Borrower

                            The Lenders Party Hereto

                            THE CHASE MANHATTAN BANK
                             as Administrative Agent

                           CREDIT SUISSE FIRST BOSTON
                              as Syndication Agent

                                       and

                             THE BANK OF NOVA SCOTIA
                             as Documentation Agent

                           ---------------------------

                                    JPMORGAN,
                      a division of Chase Securities Inc.,
                    as Advisor, Lead Arranger and Bookrunner

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Classification of Loans and Borrowings.........................11
SECTION 1.03.  Terms Generally................................................11
SECTION 1.04.  Accounting Terms; GAAP.........................................11

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments....................................................11
SECTION 2.02.  Loans and Borrowings...........................................12
SECTION 2.03.  Requests for Revolving Borrowings..............................12
SECTION 2.04.  Competitive Bid Procedure......................................13
SECTION 2.05.  Funding of Borrowings..........................................14
SECTION 2.06.  Repayment of Borrowings; Evidence of Debt......................15
SECTION 2.07.  Interest Elections.............................................15
SECTION 2.08.  Termination, Reduction and Extension of Commitments............16
SECTION 2.09.  Prepayment of Loans............................................19
SECTION 2.10.  Fees...........................................................19
SECTION 2.11.  Interest.......................................................20
SECTION 2.12.  Alternate Rate of Interest.....................................20
SECTION 2.13.  Increased Costs................................................21
SECTION 2.14.  Break Funding Payments.........................................22
SECTION 2.15.  Taxes..........................................................22
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.....23
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders.................24

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Corporate Existence and Standing...............................25
SECTION 3.02.  Authorization; No Violation....................................25
SECTION 3.03.  Governmental Consents..........................................25
SECTION 3.04.  Validity.......................................................25
SECTION 3.05.  Litigation.....................................................25
<PAGE>

                                                                  Contents, p. 2


SECTION 3.06. Financial Statements; No Material Adverse Change................25
SECTION 3.07. Investment Company Act..........................................25
SECTION 3.08. Regulation U....................................................26
SECTION 3.09. Environmental Matters...........................................26
SECTION 3.10. Disclosure......................................................26
SECTION 3.11  Subsidiary Guarantors...........................................26
SECTION 3.12  Solvency........................................................26

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Effective Date.................................................27
SECTION 4.02.  Each Credit Event..............................................27

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Payment of Taxes, Etc. ........................................28
SECTION 5.02.  Maintenance of Insurance.......................................28
SECTION 5.03.  Preservation of Existence, Etc. ...............................28
SECTION 5.04.  Compliance with Laws, Etc. ....................................28
SECTION 5.05.  Keeping of Books...............................................28
SECTION 5.06.  Inspection.....................................................28
SECTION 5.07.  Reporting Requirements.........................................28
SECTION 5.08.  Use of Proceeds................................................30
SECTION 5.09.  Guarantee Requirement..........................................30

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Subsidiary Debt................................................30
SECTION 6.02.  Liens, Etc. ...................................................30
SECTION 6.03.  Sale and Leaseback Transactions................................33
SECTION 6.04.  Merger, Etc. ..................................................33
SECTION 6.05.  Change in Business.............................................33
SECTION 6.06.  Certain Restrictive Agreements.................................33
SECTION 6.07.  Leverage Ratio.................................................33
SECTION 6.08.  Interest Coverage Ratio........................................33

                                   ARTICLE VII

Events of Default.............................................................35

<PAGE>

                                                                  Contents, p. 3


                                  ARTICLE VIII

The Administrative Agent......................................................37

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.  Notices........................................................39
SECTION 9.02.  Waivers; Amendments............................................39
SECTION 9.03.  Expenses; Indemnity; Damage Waiver.............................40
SECTION 9.04.  Successors and Assigns.........................................41
SECTION 9.05.  Survival.......................................................42
SECTION 9.06.  Counterparts; Integration; Effectiveness.......................43
SECTION 9.07.  Severability...................................................43
SECTION 9.08.  Right of Setoff................................................43
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.....43
SECTION 9.10.  WAIVER OF JURY TRIAL...........................................44
SECTION 9.11.  Headings.......................................................44
SECTION 9.12.  Confidentiality................................................44
SECTION 9.13.  Conversion of Currencies.......................................44
SECTION 9.14.  Release of Guarantors..........................................44

SCHEDULES:

Schedule 1.01     --  Subsidiary Guarantors
Schedule 2.01     --  Lenders and Commitments
Schedule 2.01(b)  --  Departing Lenders
Schedule 2.16     --  Payment Instructions
Schedule 6.01     --  Debt of Material Subsidiaries
Schedule 6.02     --  Security Interests

EXHIBITS:

Exhibit A         --   Form of Assignment and Acceptance
Exhibit B         --   Form of Subsidiary Guarantee Agreement
Exhibit C         --   Form of Indemnity, Subrogation and Contribution Agreement
Exhibit D-1       --   Form of Opinion of Counsel for the Company
Exhibit D-2       --   Form of Opinion of General Counsel of the Company

<PAGE>

                                    364-DAY CREDIT AGREEMENT dated as of March
                        30, 2000, as amended and restated as of March 29, 2001
                        among EDWARDS LIFESCIENCES CORPORATION, a Delaware
                        corporation (the "Company"); the LENDERS from time to
                        time party hereto; THE CHASE MANHATTAN BANK, as
                        Administrative Agent; CREDIT SUISSE FIRST BOSTON, as
                        Syndication Agent and THE BANK OF NOVA SCOTIA, as
                        Documentation Agent.

      The Company has requested that the Credit Agreement (such term and each
other capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) be amended and restated by this agreement (the
"Amended and Restated Credit Agreement") in order to provide for a revolving
credit facility under which the Company may obtain Loans in US Dollars in an
aggregate principal amount at any time outstanding that will not result in the
sum of the Revolving Exposures and the Competitive Loan Exposures exceeding
$175,000,000. The Company has also requested the Lenders to provide a procedure
pursuant to which the Company may invite the Lenders to bid on an uncommitted
basis on short-term Loans to the Company. The proceeds of borrowings hereunder
are to be used for the general corporate purposes of the Company and its
subsidiaries.

      The Lenders are willing to amend and restate the Credit Agreement 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 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.

            "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

            "Affiliate" means, 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.

            "Agreement Currency" has the meaning assigned to such term in
Section 9.13(b).

            "Alternate Base Rate" means, 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

<PAGE>
                                                                               2


Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

            "Applicable Rate" means, for any day, with respect to (i) any Loan
of any Type or (ii) the facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth under the appropriate caption in the table
below, based upon the Leverage Ratio as of the most recent determination date:

--------------------------------------------------------------------------------

                                      Facility                       ABR Spread
                                     Fee (basis     LIBOR Spread       (basis
                    Leverage         points per    (basis points     points per
  Category           Ratio             annum)        per annum)        annum)
--------------------------------------------------------------------------------

Category 1     < = 2.25                  12.5            62.5             0
--------------------------------------------------------------------------------

Category 2     > 2.25 and < = 2.75       15.0            85.0             0
--------------------------------------------------------------------------------

Category 3     > 2.75 and < = 3.25       17.5           107.5            25.0
--------------------------------------------------------------------------------

Category 4     > 3.25                    20.0           130.0            50.0
--------------------------------------------------------------------------------

Except as set forth below, the Leverage Ratio used on any date to determine the
Applicable Rate shall be that in effect at the end of the most recent fiscal
quarter for which financial statements shall have been delivered pursuant to
Section 5.07(a) or (b); provided that if any financial statements required to
have been delivered under Section 5.07(a) or (b) shall not at any time have been
delivered, the Applicable Rate shall, until such financial statements shall have
been delivered, be determined by reference to Category 4 in the Table above.

            "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

            "Attributable Debt" means, in connection with any Sale and Leaseback
Transaction, the present value (discounted in accordance with GAAP at the
discount rate implied in the lease) of the obligations of the lessee for rental
payments during the term of the lease.

            "Baxter" means Baxter International Inc., a Delaware corporation
and, prior to the Spin-Off, the owner of all the issued and outstanding capital
stock of the Company.

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

<PAGE>
                                                                               3


            "Borrowing" means Loans (including one or more Competitive Loans) of
the same Class and Type, made, converted or continued on the same date and, in
the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single
Interest Period is in effect.

            "Borrowing Minimum" means $5,000,000.

            "Borrowing Multiple" means $1,000,000.

            "Borrowing Request" means a request by the Company for a Revolving
Borrowing in accordance with Section 2.03.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided, that when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in US Dollars in the London interbank market.

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who were not (i) directors of the Company on the date hereof,
(ii) nominated by the board of directors of the Company or (iii) appointed by
directors so nominated.

            "Change in Law" means (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 by
any lending office of such Lender or by such Lender's holding company 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.

            "Chase" means The Chase Manhattan Bank and its successors.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

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

            "Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans pursuant to Section 2.01, expressed as an
amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Lender shall have assumed its Commitment,
as applicable. The aggregate amount of the Commitments on the date hereof is
$175,000,000.

<PAGE>
                                                                               4


            "Company" has the meaning assigned to such term in the heading of
this Agreement.

            "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

            "Competitive Bid Rate" means, with respect to any Competitive Bid,
the Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

            "Competitive Bid Request" means a request for Competitive Bids in
accordance with Section 2.04.

            "Competitive Borrowing" means a Borrowing comprised of Competitive
Loans.

            "Competitive Loan" means a Loan made pursuant to Section 2.04. Each
Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

            "Competitive Loan Exposure" means, with respect to any Lender at any
time, the aggregate principal amount of the outstanding Competitive Loans of
such Lender.

            "Confidential Information Memorandum" means the Confidential
Information Memorandum dated March 2001 distributed to the Lenders, together
with the appendices thereto, as amended through the date hereof.

            "Consolidated EBITDA" means, for any period, the consolidated net
income of the Company and its consolidated Subsidiaries for such period plus, to
the extent deducted in computing such consolidated net income for such period,
the sum (without duplication) of (a) income tax expense, (b) Consolidated
Interest Expense and (c) depreciation and amortization expense, minus, to the
extent added in computing such consolidated net income for such period, (a)
consolidated interest income and (b) extraordinary gains. Anything contained in
this definition or elsewhere in this Agreement to the contrary notwithstanding,
in calculating Consolidated EBITDA for any four fiscal-quarter period, the
Specified Charges shall be excluded from the computation of consolidated net
income for such period.

            "Consolidated Interest Expense" means, for any period, the interest
expense of the Company and the consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including (a) the
amortization of debt discounts to the extent included in interest expense in
accordance with GAAP, (b) the amortization of all fees (including fees with
respect to interest rate protection agreements or other interest rate hedging
arrangements) payable in connection with the incurrence of Debt to the extent
included in interest expense in accordance with GAAP and (c) the portion of any
rents payable under capital leases allocable to interest expense in accordance
with GAAP.

            "Consolidated Net Tangible Assets" means the total amount of assets
that would be included on a consolidated balance sheet of the Company and the
consolidated Subsidiaries (and which shall reflect the deduction of applicable
reserves) after deducting therefrom all current liabilities of the Company and
the consolidated Subsidiaries and all Intangible Assets.

            "Consolidated Total Assets" means the total amount of assets that
would be included on a consolidated balance sheet of the Company and the
consolidated Subsidiaries.

<PAGE>
                                                                               5


            "Continuing Lender" means the Persons listed on Schedule 2.01.

            "Control" means 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 ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Debt" means, without duplication, (a) indebtedness for borrowed
money or for the deferred purchase price of property or services carried as
indebtedness on the consolidated balance sheet of the Company and the
consolidated Subsidiaries (b) obligations of the Company and the consolidated
Subsidiaries as lessee under leases that, in accordance with GAAP, are recorded
as capital leases, (c) obligations of the Company and the consolidated
Subsidiaries under direct or indirect guarantees in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (a) and (b) above (including actual
or contingent liabilities in respect of letters of credit issued to support such
indebtedness or other obligations), (d) indebtedness or obligations of the kinds
referred to in clauses (a), (b) and (c) above of the unconsolidated Subsidiaries
and (e) solely for purposes of Article VII hereof, obligations under interest
rate, foreign exchange rate or other hedging agreements. The term "Debt" shall
not include the undrawn face amount of any letter of credit issued for the
account of the Company or any Subsidiary in the ordinary course of the Company's
or such Subsidiary's business (other than any letter of credit referred to in
clause (c) above), but shall include the reimbursement obligation owing from
time to time by the Company or any of the consolidated Subsidiaries in respect
of drawings made under any letter of credit in the event reimbursement is not
made immediately following the applicable drawing. For purposes of Article VII,
the "principal amount" of the obligations of the Company 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 Company or such
Subsidiary would be required to pay if such hedging agreement were terminated at
such time.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Departing Lender" means the Persons listed on Schedule 2.01(b).

            "Designated Amount" means, at any time, the sum of (a) the aggregate
outstanding principal amount at such time of Debt of Material Subsidiaries
(other than Subsidiary Guarantors) that is permitted under clause (d) of Section
6.01, (b) the aggregate outstanding investment or claim held at such time by
purchasers, assignees or other transferees of (or of interests in) Receivables
sold under clause (iv) of Section 6.02(l), (c) the aggregate outstanding
principal amount at such time of Secured Debt permitted under the last paragraph
of Section 6.02 and (d) the aggregate amount at such time of the Attributable
Debt in respect of Sale and Leaseback Transactions permitted under Section 6.03.

            "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

            "Environmental Laws" means all federal, state, local and foreign
laws, rules and regulations relating to the release, emission, disposal, storage
and related handling of waste materials, pollutants and hazardous substances.

<PAGE>
                                                                               6


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

            "Eurocurrency", 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" has the meaning assigned to such term in Article
VII.

            "Excluded Taxes" means, with respect to any Lender, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America (or any political subdivision thereof), or by the jurisdiction under
which such recipient is organized or in which its principal office or any
lending office from which it makes Loans hereunder is located, (b) any branch
profit taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above, (c) any withholding tax
that is imposed by the United States of America (or any political subdivision
thereof) on payments by the Company from an office within such jurisdiction to
the extent such tax is in effect and would apply as of the date such Lender
becomes a party to this Agreement or relates to payments received by a new
lending office designated by such Lender and is in effect and would apply at the
time such lending office is designated, (d) any withholding tax that is
attributable to such Lender's failure to comply with Section 2.15(e), except, in
the case of clause (c) above, to the extent that (i) such 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 applicable
Company with respect to such withholding tax pursuant to Section 2.15(a) or (ii)
such withholding tax shall have resulted from the making of any payment to a
location other than the office designated by the Administrative Agent or such
Lender for the receipt of payments of the applicable type from the Company.

            "Federal Funds Effective Rate" means, 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 such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Five-Year Credit Agreement" means the Five-Year Credit Agreement
dated as of March 30, 2000 among the Company, the Lenders from time to time
party thereto, the Administrative Agent, the London Agent, Tokyo Agent and
Zurich Agent named therein and the Syndication Agent and Documentation Agent
named in the heading of this Agreement.

            "Fixed Rate" means, with respect to any Competitive Loan (other than
a Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

            "Fixed Rate Revolving Loan" means a Competitive Loan bearing
interest at a Fixed Rate.

            "Foreign Subsidiary" means any Subsidiary that is not incorporated
under the laws of the United States or its territories or possessions.

<PAGE>
                                                                               7


            "Form 10" means the Amended Form 10 filed by the Company with the
Securities and Exchange Commission on March 15, 2000.

            "GAAP" means generally accepted accounting principles in the United
States of America.

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

            "Guarantee Requirement" means, at any time, that (a) the Subsidiary
Guarantee Agreement (or a supplement referred to in Section 15 thereof) shall
have been executed by each Material Subsidiary (other than any Foreign
Subsidiary) existing at such time, shall have been delivered to the
Administrative Agent and shall be in full force and effect and (b) the
Indemnity, Subrogation and Contribution Agreement (or a supplement referred to
in Section 12 thereof) shall have been executed by the Company and each
Subsidiary Guarantor, shall have been delivered to the Administrative Agent and
shall be in full force and effect.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnity, Subrogation and Contribution Agreement" means an
Indemnity, Subrogation and Contribution Agreement substantially in the form of
Exhibit C, made by the Company and the Subsidiary Guarantors in favor of the
Administrative Agent for the benefit of the Lenders.

            "Initial Borrowing Date" means the date of the initial Borrowing
hereunder.

            "Intangible Assets" means all assets of the Company and the
consolidated Subsidiaries that would be treated as intangibles in conformity
with GAAP on a consolidated balance sheet of the Company and the consolidated
Subsidiaries.

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

            "Interest Election Request" means a request by the relevant Company
to convert or continue a Revolving Borrowing in accordance with Section 2.07.

            "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurocurrency 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 Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period and (c) with
respect to any Fixed Rate 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 Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates
specified in the applicable Competitive Bid Request as Interest Payment Dates
with respect to such Borrowing.

<PAGE>
                                                                               8


            "Interest Period" means, (i) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the relevant Company may elect and (ii) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided that (i) 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, in the case
of a Eurocurrency Borrowing only, 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 and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month 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.

            "Judgment Currency" has the meaning assigned to such term in Section
9.13(b).

            "Lenders" means the Persons listed on Schedule 2.01, the Persons
listed on Schedule 2.01(b) and any other Person that shall have become a party
hereto pursuant to an Assignment and Acceptance, other than any such Person that
shall have ceased to be a party hereto pursuant to an Assignment and Acceptance.

            "Lender Affiliate" means, (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

            "Leverage Ratio" means, at any time, the ratio of (a) Total Debt at
such time to (b) Consolidated EBITDA for the most recent period of four
consecutive fiscal quarters of the Company ended at or prior to such time.

            "LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, the rate per annum determined by the Applicable Agent at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers' Association Interest Settlement
Rates for deposits in US Dollars (as reflected on the applicable Telerate
screen), 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, "LIBO Rate" shall mean the interest rate per
annum determined by the Administrative Agent to be the average of the rates per
annum at which deposits in US Dollars are offered for such Interest Period to
major banks in the London interbank market by Chase at approximately 11:00 a.m.,
London time, on the Quotation Day for such Interest Period.

            "Loan Documents" means this Agreement, the Subsidiary Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement and each
promissory note delivered pursuant to this Agreement.

<PAGE>
                                                                               9


            "Loan Parties" means the Company and the Subsidiary Guarantors.

            "Loans" means the loans made by the Lenders to the Company pursuant
to this Agreement.

            Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

            "Material Subsidiary" means (a) any Subsidiary that directly or
indirectly owns or Controls any Material Subsidiary and (b) any other Subsidiary
(i) the net revenues of which for the most recent period of four fiscal quarters
of the Company for which audited financial statements have been delivered
pursuant to Section 5.01 were greater than 5% of the Company's consolidated net
revenues for such period or (ii) the net tangible assets of which as of the end
of such period were greater than 5% of Consolidated Net Tangible Assets as of
such date; provided that if at any time the aggregate amount of the net revenues
or net tangible assets of all Subsidiaries that are not Material Subsidiaries
for or at the end of any period of four fiscal quarters exceeds 5% of the
Company's consolidated net revenues for such period or 5% of Consolidated Net
Tangible Assets as of the end of such period, the Company (or, in the event the
Company has failed to do so within 10 days, the Administrative Agent) shall
designate sufficient Subsidiaries as "Material Subsidiaries" to eliminate such
excess, and such designated Subsidiaries shall for all purposes of this
Agreement constitute Material Subsidiaries. For purposes of making the
determinations required by this definition, revenues and assets of Foreign
Subsidiaries shall be converted into US Dollars at the rates used in preparing
the consolidated balance sheet of the Company included in the applicable
financial statements.

            "Maturity Date" means the first anniversary of the Termination Date.

            "Obligations" means (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to the Company, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, and (ii)
all other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties under this Agreement and the
other Loan Documents, and (b) unless otherwise agreed upon in writing by the
applicable Lender party thereto, the due and punctual payment and performance of
all obligations of the Company or any Subsidiary, monetary or otherwise, under
each interest rate hedging Agreement relating to Obligations referred to in the
preceding clause (a) entered into with any counterparty that was a Lender (or an
Affiliate thereof) at the time such hedging agreement was entered into.

            "Original Closing Date" means March 30, 2000.

            "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

<PAGE>
                                                                              10


            "Percentage" means, with respect to any Lender, the percentage of
the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Percentages shall be determined
based upon the Commitments most recently in effect, giving effect to any
assignments.

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

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Quotation Day" means, with respect to any Eurocurrency Borrowing
and any Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in US Dollars
for delivery on the first day of such Interest Period. If such quotations would
normally be given by prime banks on more than one day, the Quotation Day will be
the last of such days.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, trustees,
agents and advisors of such Person and such Person's Affiliates.

            "Required Lenders" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to Article VII or the Commitments expire or terminate, the
outstanding Competitive Loans of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

            "Revolving Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the Termination Date and the
date of termination of the Commitments.

            "Revolving Borrowing" means a Borrowing comprised of Revolving
Loans.

            "Revolving Exposure" means, with respect to any Lender at any time,
such Lender's Percentage of the aggregate principal amount of the outstanding
Revolving Loans.

            "Revolving Loan" means a Loan made by a Lender pursuant to Section
2.01(a). Each Revolving Loan shall be a Eurocurrency Loan or an ABR Loan.

            "Sale and Leaseback Transaction" means any arrangement whereby the
Company or a Material Subsidiary, directly or indirectly, 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.

<PAGE>
                                                                              11


            "Secured Debt" means Debt or any other obligation or liability of
the Company or any Material Subsidiary the payment of which is secured by a
Security Interest.

            "Security Interest" means any lien, security interest, mortgage or
other charge or encumbrance of any kind, title retention device, pledge or any
other type of preferential arrangement, upon or with respect to any property of
the Company or any Material Subsidiary, whether now owned or hereafter acquired.

            "Specified Charges" means the sum of (i) costs related to the
Spin-Off and related restructuring charges not to exceed $100,000,000 (and the
cash amount of which does not exceed $50,000,000) to the extent such costs
and/or charges shall have been accrued prior to December 31, 2000 plus (ii)
restructuring charges and costs not to exceed $340,000,000 (and the cash amount
of which does not exceed $20,000,000) to the extent such costs and/or charges
shall have been accrued prior to December 31, 2001.

            "Spin-Off" means the distribution by Baxter, on or about April 1,
2000, of all the issued and outstanding capital stock of the Company to the
existing shareholders of Baxter on the terms and with the results described in
the Form 10.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve, liquid asset or similar
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by any Governmental Authority of
the United States for any category of deposits or liabilities customarily used
to fund loans or by reference to which interest rates applicable to Loans in
such currency are determined. Such reserve, liquid asset or similar percentages
shall include those imposed pursuant to Regulation D of the Board. Eurocurrency
Loans shall be deemed to be subject to such reserve requirements without benefit
of or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under any applicable law, rule or regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

            "subsidiary" means, with respect to any Person, any entity with
respect to which such Person alone owns, such Person or one or more of its
subsidiaries together own, or such Person and any Person Controlling such Person
together own, in each case directly or indirectly, capital stock or other equity
interests having ordinary voting power to elect a majority of the members of the
Board of Directors of such corporation or other entity or having a majority
interest in the capital or profits of such corporation or other entity.

            "Subsidiary" means any subsidiary of the Company.

            "Subsidiary Guarantee Agreement" means a Subsidiary Guarantee
Agreement substantially in the form of Exhibit B, made by the Subsidiary
Guarantors in favor of the Administrative Agent for the benefit of the Lenders.

            "Subsidiary Guarantors" means each Person listed on Schedule 1.01
and each other Person that becomes party to a Subsidiary Guarantee Agreement as
a Subsidiary Guarantor, and the permitted successors and assigns of each such
Person.

<PAGE>
                                                                              12


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

            "Termination Date" means March 28, 2002, or the latest date to which
the Termination Date shall have been extended pursuant to Section 2.08(d).

            "Total Debt" means, at any date, all Debt of the Company and its
consolidated Subsidiaries at such date to the extent such Debt should be
reflected on a consolidated balance sheet of the Company at such date in
accordance with GAAP.

            "Transactions" means the execution, delivery and performance by the
Loan Parties of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof.

            "Transfer Assets" means (a) when referring to the Company, the
conveyance, transfer, lease or other disposition (whether in one transaction or
in a series of transactions) of all or substantially all of the assets of the
Company or of the Company and its Subsidiaries taken as a whole, and (b) when
referring to a Subsidiary, the conveyance, transfer, lease or other disposition
(whether in one transaction or in a series of transactions) of all or
substantially all of the assets of such Subsidiary.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or a Fixed Rate.

            "Unfunded Liabilities" means, in the case of a single employer
pension benefit plan which is covered by Title IV of ERISA, the amount, if any,
by which the present value of all vested benefits accrued to the date of
determination under such plan exceeds the fair market value of all assets of
such plan allocable to such benefits as of such date, and, in the case of a
multiemployer pension plan, the withdrawal liability of the Company and the
Subsidiaries.

            "US Corporation" means a corporation organized and existing under
the laws of the United States, any state thereof or the District of Columbia.

            "US Dollars" or "$" means the lawful money of the United States of
America.

            SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type
(e.g., a "Eurocurrency Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving
Borrowing").

            SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to 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 word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any

<PAGE>
                                                                              13


reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein", "hereof" and "hereunder" and
words of similar import shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have 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.

            SECTION 1.04. Accounting Terms; GAAP. 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 that
if the Company notifies the Administrative Agent that the Company requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                  The Credits

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
set forth herein, each Continuing Lender agrees to make Revolving Loans to the
Company from time to time during the Revolving Availability Period in US Dollars
in an aggregate principal amount at any time outstanding that will not result in
(i) such Continuing Lender's Revolving Exposure exceeding its Commitment or (ii)
the aggregate amount of the Continuing Lenders' Revolving Exposures and
Competitive Loan Exposures exceeding the aggregate amount of the Commitments.

            (b) On the Effective Date, upon the effectiveness of this Agreement
and subject to the terms and conditions set forth herein, the Continuing Lenders
having Commitments under this Agreement shall make, and the Company shall borrow
Revolving loans in an amount equal to the aggregate principal amount of the
Revolving Loans outstanding on the Effective Date immediately prior to the
effectiveness of this Agreement (the "Outstanding Loans"), together with any
accrued interest thereon, and any accrued fees and other amounts payable to or
for the account of the Lenders hereunder.

            (c) On the Effective Date, upon the effectiveness of this Agreement
and subject to the terms and conditions set forth herein, the Company shall use
the proceeds of the Revolving Loans made pursuant to paragraph (b) above to
prepay all Outstanding Loans, together with any accrued interest thereon, and
any accrued fees and other amounts payable to or for the account of the Lenders.
Concurrently with such prepayment of Revolving Loans, the Departing Lenders
shall cease to be parties to this Agreement and shall have no further rights or
obligations hereunder; provided, however, that the Departing Lenders shall
continue to be entitled to the benefits of all yield protection, expense
reimbursement and indemnity provisions contained

<PAGE>
                                                                              14


herein as in effect immediately prior to the Effective Date and shall continue
to be bound by Section 9.12 of this Agreement as in effect at such time.

            (d) On the Effective Date, upon the effectiveness of this Agreement
(i) each Continuing Lender that is making Revolving Loans pursuant to paragraph
(b) above in an amount in excess of such Continuing Lender's Outstanding Loans
shall pay to the Administrative Agent by wire transfer of immediately available
funds not later than 11:00 a.m., New York City time, an amount equal to the
excess of the amount of the Revolving Loans being made by such Lender pursuant
to paragraph (b) over the aggregate principal amount of the Outstanding Loans of
such Continuing Lender and (ii) the Administrative Agent shall pay to each
Departing Lender and to each Continuing Lender that is making Revolving Loans
pursuant to paragraph (b) above in an amount less than such Lender's outstanding
Revolving Loans, out of the amounts received by it pursuant to clause (i) of
this paragraph (d), the amount of such net prepayment of Loans by wire transfer
of immediately available funds to the account designated by such Lender to the
Administrative Agent not later than 5:00 p.m., New York City time. Any part of
any Loan refinanced other than as set forth in clause (ii) of this paragraph (d)
shall be deemed to be repaid in accordance with the applicable provisions of
this Agreement with the proceeds of the new Loans and the proceeds of such new
Loans, except as set forth in clause (i) of this paragraph (d), shall not be
paid by the Lenders to the Administrative Agent or by the Administrative Agent
to the Company pursuant to this Section 2.01. The Company agrees that if any
Continuing Lender shall default in the payment of any amount due from it under
this Section 2.01, the Company shall promptly pay the defaulted amount to the
Administrative Agent by wire transfer of immediately available funds, together
with interest on such amount at the ABR from the Effective Date to the date of
payment. Upon any such payment by the Company, the Company shall have the right,
at the defaulting Lender's expense, upon notice to the defaulting Lender and to
the Administrative Agent, to require such defaulting Lender to transfer and
assign without recourse (in accordance with and subject to the restrictions
contained in Section 9.04 of this Agreement) all its interests, rights and
obligations under this Agreement to another financial institution which shall
assume such interests, rights and obligations; provided that (A) no such
assignment shall conflict with any law, rule or regulation or order of any
Governmental Authority and (B) the assignee shall pay to the defaulting Lender,
in immediately available funds on the date of such assignment, the outstanding
principal of and interest accrued to the date of payment on the Revolving Loans
made or deemed made by such defaulting Lender under this Agreement, if any, and
all other amounts accrued for such defaulting Lender's account or owed to it
under this Agreement.

            (e) In the event the Company shall specify a date as the Effective
Date and the Effective Date shall not occur on such date, the Company shall
indemnify each Lender for any loss or expense incurred by such Lender as a
result of the transactions to have been consummated by such Lender on such
proposed Effective Date, in each case determined as set forth in Section 2.14 of
this Agreement in respect of any failure to borrow or prepay any Revolving Loan.

            SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall
be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required hereunder.

<PAGE>
                                                                              15


            (b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of Eurocurrency Loans or ABR Loans and (ii) each Competitive
Borrowing shall be comprised entirely of Eurocurrency Loans or Fixed Rate Loans,
in each case as the Company may request in accordance herewith. Each Lender at
its option may make any Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the
provisions of Sections 2.12, 2.13, 2.14 and 2.15 shall apply to such Affiliate
to the same extent as to such Lender); provided that any exercise of such option
shall not affect the obligation of the Company to repay such Loan in accordance
with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Borrowing,
such Borrowing shall be in an aggregate amount that is at least equal to the
Borrowing Minimum and an integral multiple of the Borrowing Multiple; provided
that (i) an ABR Revolving Borrowing may be made in an aggregate amount that is
equal to the aggregate available Commitments. Borrowings of more than one Type
and Class may be outstanding at the same time; provided that there shall not at
any time be more than a total of 12 Eurocurrency Revolving Borrowings
outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Company shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

            SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Company shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurocurrency Borrowing, not later than
12:00 noon, New York City time, three Business Days before the date of the
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than
12:00 noon, New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Company. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

            (i) the aggregate principal amount of the requested Borrowing;

            (ii) the date of the requested Borrowing, which shall be a Business
            Day;

            (iii) the Type of the requested Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
            Period to be applicable thereto, which shall be a period
            contemplated by the definition of the term "Interest Period"; and

            (v) the location and number of the Company's account to which funds
            are to be disbursed, which shall comply with the requirements of
            Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the Company shall be
deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender that will make a Loan as part of
the requested

<PAGE>
                                                                              16


Borrowing of the details thereof and of the amount of the Loan to be made by
such Lender as part of the requested Borrowing.

            SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time during the Revolving
Availability Period the Company may request Competitive Bids for Competitive
Loans in US Dollars and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that the sum of the
Revolving Exposures and Competitive Loan Exposures at any time shall not exceed
the aggregate amount of the Lenders' Commitments. To request Competitive Bids,
the Company shall notify the Administrative Agent of such request by telephone,
(i) in the case of a Eurocurrency Competitive Borrowing, not later than 12:00
noon, New York City time, four Business Days before the date of the proposed
Competitive Borrowing and (ii) in the case of a Fixed Rate Revolving Borrowing,
not later than 12:00 noon, New York City time, one Business Day before the date
of the proposed Competitive Borrowing. Not more than three Competitive Bid
Requests may be submitted on the same day, and a Competitive Bid Request shall
not be made within five Business Days after the date of any previous Competitive
Bid Request unless any and all such previous Competitive Bid Requests shall have
been withdrawn or all Competitive Bids received in response thereto rejected.
Each telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request in a form approved by the Administrative Agent and signed by the
Company. Each such telephonic and written Competitive Bid Request shall specify
the following information in compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business Day;

            (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a
            Fixed Rate Revolving Borrowing;

            (iv) the Interest Period to be applicable to such Borrowing, which
            shall be a period contemplated by the definition of the term
            "Interest Period"; and

            (v) the location and number of the Company's account to which funds
            are to be disbursed, which shall comply with the requirements of
            Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Company in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of the
proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Revolving
Borrowing, not later than 9:30 a.m., New York City time, on the date of the
proposed Competitive Borrowing. Competitive Bids that do not conform to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be in an amount that is at least equal to the Borrowing
Minimum

<PAGE>
                                                                              17


and an integral multiple of the Borrowing Multiple, and which may equal the
entire principal amount of the Competitive Borrowing requested by the Company)
of the Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) and (iii) the Interest Period applicable to
each such Loan and the last day thereof.

            (c) The Administrative Agent shall promptly notify the Company by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

            (d) Subject only to the provisions of this paragraph, the Company
may accept or reject any Competitive Bid. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive
Borrowing or a Fixed Rate Competitive Borrowing, not later than 12:00 noon, New
York City time, three Business Days before the date of the proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Revolving Borrowing, not later
than 10:30 a.m., New York City time, on the date of the proposed Competitive
Borrowing; provided that (i) the failure of the Company to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) the Company
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
the Company rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by the Company shall
not exceed the aggregate amount of the requested Competitive Borrowing specified
in the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, the Company may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of at least
the Borrowing Minimum and an integral multiple of the Borrowing Multiple;
provided further that if a Competitive Loan must be in an amount less than the
Borrowing Minimum because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of the Borrowing Multiple in a manner determined
by the Company. A notice given by the Company pursuant to this paragraph shall
be irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) If the Administrative Agent or one of its Affiliates shall elect
to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the Company at least one quarter of an hour earlier
than the time by which the other Lenders are required to submit their
Competitive Bids to the Administrative Agent pursuant to paragraph (b) of this
Section.

<PAGE>
                                                                              18


            SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds in the applicable currency by 11:00 a.m., New York
City time, to the account of the Administrative Agent most recently designated
by it for such purpose for Loans of such Class by notice to the applicable
Lenders. The Administrative Agent will make such Loans available to the Company
by promptly crediting the amounts so received, in like funds, to an account of
the Company maintained by the Administrative Agent in New York City.


            (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Company a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Company severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Company to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the rate reasonably determined by the Administrative
Agent to be the cost to it of funding such amount or (ii) in the case of the
Company, the interest rate applicable to the subject Loan. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing and the Administrative Agent shall
return to the Company any amount (including interest) paid by the Company to the
Administrative Agent pursuant to this paragraph.

            SECTION 2.06. Repayment of Borrowings; Evidence of Debt. (a) The
Company hereby unconditionally promises to pay to the Administrative Agent for
the accounts of the applicable Lenders (i) the then unpaid principal amount of
each Revolving Borrowing on the Maturity Date and (ii) the then unpaid principal
amount of each Competitive Loan on the last day of the Interest Period
applicable thereto.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Company to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and 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
Company to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the accounts of the Lenders and each Lender's
share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided 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 obligation of the Company
to repay the Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that Loans of any Class made by it to the
Company be evidenced by a promissory note. In such event, the Company shall
prepare, execute and

<PAGE>
                                                                              19


deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by each such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

            SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the Company may elect
to convert such Borrowing to a different Type or to continue such Borrowing and,
in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor,
all as provided in this Section and on terms consistent with the other
provisions of this Agreement. The Company may elect different options with
respect to different portions of an affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Revolving Borrowing.

            (b) To make an election pursuant to this Section, the Company shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Company were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Company. Notwithstanding any contrary provision herein, this Section shall not
be construed to permit the Company to elect an Interest Period for Eurocurrency
Loans that does not comply with Section 2.02(d).

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
            and, if different options are being elected with respect to
            different portions thereof, the portions thereof to be allocated to
            each resulting Borrowing (in which case the information to be
            specified pursuant to clauses (iii) and (iv) below shall be
            specified for each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
            Interest Election Request, which shall be a Business Day;

            (iii) the Type of the resulting Borrowing; and

            (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing,
            the Interest Period to be applicable thereto after giving effect to
            such election, which shall be a period contemplated by the
            definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Company shall be deemed to have
selected an Interest Period of one month's duration.

<PAGE>
                                                                              20


            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender holding a Loan to which such
request relates of the details thereof and of such Lender's portion of each
resulting Borrowing.

            (e) If the Company fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing.

            SECTION 2.08. Termination, Reduction and Extension of Commitments.
(a) Unless previously terminated, the Commitments shall terminate on the
Termination Date; provided that the Commitments shall terminate at 5:00 p.m.,
New York City time, on May 15, 2001, if the Initial Borrowing Date shall not
have occurred prior to such time.

            (b) The Company may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum and (ii) the Company shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
the Revolving Loans in accordance with Section 2.09, the sum of the aggregate
Revolving Exposures and the aggregate Competitive Loan Exposures would exceed
the aggregate Commitments.

            (c) The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments of any Class under paragraph (b)
of this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying the effective date of such election.
Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Company
pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments of any Class shall be made
ratably among the applicable Lenders in accordance with their respective
Commitments.

            (d) The Company may, by notice to the Administrative Agent (which
shall promptly deliver a copy to each of the Lenders) given not less than 60
days and not more than 75 days prior to the Termination Date at any time in
effect, request that the Lenders extend the Termination Date for an additional
period of not more than 364 days as specified in such notice. Each Lender shall,
by notice to the Company and the Administrative Agent given not earlier than the
30th day and not later than the 25th day prior to the Termination Date then in
effect, advise the Company whether or not it agrees to such extension on the
terms set forth in such notice. Any Lender that has not so advised the Company
and the Administrative Agent by such day shall be deemed to have declined to
agree to such extension. If the Company shall have requested and Lenders
representing at least more than 50% of the aggregate Commitments shall have
agreed to an extension of the Termination Date, then the Termination Date shall
be extended for the additional period and on the terms specified in the
Company's notice. The decision to agree or withhold agreement to any extension
of the Termination Date hereunder shall be at the sole discretion of each
Lender. The Commitment of any Lender that has declined to agree to any requested
extension of the Termination Date (a "Non-Extending Lender") shall terminate on
the Termination Date in effect prior to giving effect to any such extension (the
"Existing Termination

<PAGE>
                                                                              21


Date"), and the principal amount of any outstanding Loans made by such Lender,
together with any accrued interest thereon, and any accrued fees and other
amounts payable to or for the account of such Lender hereunder, shall be due and
payable on the Existing Termination Date. Notwithstanding the foregoing
provisions of this paragraph, (i) the Company shall have the right, pursuant to
Section 2.17(b), to replace a Non-Extending Lender with a Lender or other
financial institution that will agree to an extension of the Termination Date
and (ii) the Company shall have the right, any time prior to the Existing
Termination Date, to withdraw its request for an extension under paragraph (b)
above by notice to the Administrative Agent (which shall promptly deliver a
notice to each Lender), in which case the Commitments of all the Lenders will
terminate on the Existing Termination Date and the Maturity Date applicable to
all the Loans (including Loans of Non-Extending Lenders) will be the first
anniversary of the Existing Termination Date.

            SECTION 2.09. Prepayment of Loans. (a) The Company shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (d) of this Section;
provided, that Competitive Loans may be prepaid only with the consent of the
Lenders making such Loans.

            (b) If the aggregate Revolving Exposures shall exceed the aggregate
Commitments (reduced, in the case of the Commitments, by the aggregate amount of
the Lenders' Competitive Loan Exposures), then (i) on the last day of any
Interest Period for any Eurocurrency Revolving Borrowing and (ii) on any other
date in the event ABR Revolving Borrowings shall be outstanding, the Company
shall prepay Revolving Loans or Competitive Loans in an amount equal to the
lesser of (A) the amount necessary to eliminate such excess (after giving effect
to any other prepayment of Loans on such day) and (B) the amount of the
applicable Borrowings referred to in clause (i) or (ii), as applicable.

            (c) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Company shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (d) of this Section.

            (d) The Company shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the
case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of such prepayment and (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of such prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of optional prepayment
is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.08(c), then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08(c). Promptly following receipt of any such notice, the
Administrative Agent shall advise the applicable Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by (i) accrued interest to the extent required by Section 2.11 and
(ii) break funding payments pursuant to Section 2.14.

            SECTION 2.10. Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the
Original Closing Date to but excluding the date on which the

<PAGE>
                                                                              22


Commitment of such Lender terminates; provided that, if such Lender continues to
have any Revolving Exposure after its Commitment terminates, then such facility
fee shall continue to accrue on the daily amount of such Lender's Revolving
Exposure to but excluding the date on which such Lender ceases to have any such
Revolving Exposure. Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year, commencing on the
first such date to occur after the date hereof, and on the date on which all the
Commitments shall have terminated and the Lenders shall have no further
Revolving Exposures. All facility fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

            (b) The Company agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Company and the Administrative Agent.

            (c) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

            SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

            (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Borrowing, at the LIBO Rate
for the Interest Period in effect for such Borrowing plus the Applicable Rate,
or (ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate for the
Interest Period in effect for such Borrowing plus (or minus, as applicable) the
Margin applicable to such Loan.

            (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

            (d) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee payable by the Company hereunder is not paid when due,
whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% per annum plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) above.

            (h) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (g) above shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving 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.

            (i) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed

<PAGE>
                                                                              23


(including the first day but excluding the last day). The applicable Alternate
Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

            SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

            (a) the Administrative Agent determines (which determination shall
            be conclusive absent manifest error) that adequate and reasonable
            means do not exist for ascertaining the LIBO Rate, as the case may
            be, for such Interest Period; or

            (b) the Administrative Agent is advised by a majority in interest of
            the Lenders that would participate in such Borrowing that the LIBO
            Rate for such Interest Period will not adequately and fairly reflect
            the cost to such Lenders of making or maintaining their Loans
            included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, and any Eurocurrency Borrowing shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Revolving Borrowing shall be ineffective.

            SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

                  (i) 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

                  (ii) impose on any Lender or the London interbank market any
            other condition affecting this Agreement or Eurocurrency Loans made
            by such Lender or participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Company will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

            (b) If any Lender reasonably determines that any Change in Law
regarding capital requirements 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 by such
Lender 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), then from time to time the Company will pay to such Lender
such

<PAGE>
                                                                              24


additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.

            (c) Each Lender shall determine the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section using the methods customarily used by it
for such purpose (and if such Lender uses more than one such method, the method
used hereunder shall be that which most accurately determines such amount or
amounts). A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, and setting forth in
reasonable detail the calculations used by such Lender to determine such amount,
shall be delivered to the Company and shall be conclusive absent manifest error.
The Company shall pay to such Lender the amount shown as due on any such
certificate within 15 Business Days after receipt thereof.

            (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and delivers a certificate with respect thereto as provided
in paragraph (c) above; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Loan to a Loan
of a different Type or Interest Period other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.09(d) and is
revoked in accordance therewith), or (d) the assignment or deemed assignment of
any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Company
pursuant to Section 2.17, then, in any such event, the Company shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest that would have accrued on the principal amount of
such Loan had such event not occurred, at the LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest that would accrue on
such principal amount for such period at the interest rate such Lender would bid
were it to bid, at the commencement of such period, for deposits in US Dollars
of a comparable amount and period from other banks in the London interbank
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section, and setting forth
in reasonable detail the calculations used by such Lender to determine such
amount or amounts, shall be delivered to the Company and shall be conclusive
absent manifest error. The Company shall pay such Lender the amount shown as due
on any such certificate within 15 Business Days after receipt thereof.

<PAGE>
                                                                              25


            SECTION 2.15. Taxes. (a) Any and all payments by or on account of
the Company hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Company 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 the applicable 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
Company shall make such deductions and (iii) the Company shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

            (b) In addition, the Loan Parties shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Company shall indemnify the Administrative Agent and each
Lender, within 15 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender on or with respect to any payment by or on account of any
obligation of the Company hereunder or under any other Loan Document (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. A certificate as to the amount of such
payment or liability setting forth in reasonable detail the circumstances giving
rise thereto and the calculations used by such Lender to determine the amount
thereof delivered to the Company by a Lender or by the Administrative Agent, on
its own 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 Company to a Governmental Authority, the Company 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 Company is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (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 or
reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate; provided that such Lender has received
written notice from the Company advising it of the availability of such
exemption or reduction and containing all applicable documentation.

            (f) Each Lender, on the date it becomes a Lender hereunder, will
designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for any withholding tax that is imposed by the
United States of America (or any political subdivision thereof) on payments by
the Company from an office within such jurisdiction.

            SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Company shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or amounts payable under Section 2.13,

<PAGE>
                                                                              26


2.14 or 2.15, or otherwise) prior to 12:00 noon, New York City time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent to the applicable account specified in
Schedule 2.16 or, in any such case, to such other account as the Administrative
Agent shall from time to time specify in a notice delivered to the Company;
provided that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be
made directly to the Persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the Persons specified therein (it being agreed
that the Company will be deemed to have satisfied its obligations with respect
to payments referred to in this proviso if it shall make such payments to the
persons entitled thereto in accordance with instructions provided by the
Administrative Agent; the Administrative Agent agrees to provide such
instructions upon request, and the Company will not be deemed to have failed to
make such a payment if it shall transfer such payment to an improper account or
address as a result of the failure of the Administrative Agent to provide proper
instructions). The Administrative Agent shall distribute any such payments
received by it for the account of any Lender or other Person promptly following
receipt thereof at the appropriate lending office or other address specified by
such Lender or other Person. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in US Dollars. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time
required if the Administrative Agent shall, at or before such time, have taken
the necessary steps to make such payment in accordance with the regulations or
operating procedures of the clearing or settlement system used by it to make
such payment.

            (b) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on its Revolving Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of their respective Revolving Loans;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Company pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Company consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

            (d) Unless the Administrative Agent shall have received notice from
the Company prior to the date on which any payment is due for the account of all
or certain of the Lenders hereunder that the Company will not make such payment,
the Administrative Agent may assume that the Company has made such payment on
such date in accordance herewith and may,

<PAGE>
                                                                              27


in reliance upon such assumption, distribute to the applicable Lenders, as the
case may be, the amount due. In such event, if the Company has not in fact made
such payment, then each of the applicable Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at a rate determined by the Administrative Agent in
accordance with banking industry practices on interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it to any Agent pursuant to this Agreement, then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by it for the account of such Lender to satisfy
such Lender's obligations to the Administrative Agent until all such unsatisfied
obligations are fully paid.

            SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.13, or if the Company is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable, direct, out-of-pocket costs and expenses
incurred by any Lender in connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.13, or if
any Loan Party is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, or if any
Lender fails to agree to an extension of the Termination Date as provided in
Section 2.08(d), then the Company may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under the Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior written
consent of the Administrative Agent, which consent shall not be unreasonably be
withheld and (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee or the Company.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

<PAGE>
                                                                              28


                                   ARTICLE III

                         Representations and Warranties

            The Company represents and warrants as follows:

            SECTION 3.01. Corporate Existence and Standing. The Company and each
Material Subsidiary is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has all requisite
authority to conduct its business in each jurisdiction in which the failure so
to qualify would have a material adverse effect on the business, properties,
assets, operations or condition (financial or otherwise) of the Company.

            SECTION 3.02. Authorization; No Violation. The Transactions are
within each Loan Party's corporate or partnership powers, have been duly
authorized by all necessary corporate or partnership action, and do not
contravene (i) any Loan Party's charter, by-laws or other constitutive documents
or (ii) any law or any contractual restriction binding on or affecting any Loan
Party.

            SECTION 3.03. Governmental Consents. No authorization or approval or
other action by, and no notice to or filing with, any Governmental Authority or
regulatory body is required for the due execution, delivery and performance by
the Loan Parties of this Agreement or the other Loan Documents.

            SECTION 3.04. Validity. This Agreement is, and the other Loan
Documents when delivered will be, the legal, valid and binding obligations of
the Loan Parties party thereto, enforceable against such Loan Parties in
accordance with their respective terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and to the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

            SECTION 3.05. Litigation. There is no pending or, to the best of the
knowledge of the Company, threatened action or proceeding affecting the Company
or any of its Subsidiaries before any court, governmental agency or arbitrator,
which could reasonably be expected to have a material adverse effect on the
financial condition or operations of the Company and the Subsidiaries, taken as
a whole, or which purports to affect the legality, validity or enforceability of
this Agreement or any other Loan Document, other than any actions or proceedings
disclosed in the Form 10 (but only to the extent there has been no worsening of
such actions or proceedings which could reasonably be expected to have a
material adverse effect on the financial condition or operations of the Company
and the Subsidiaries, taken as a whole).

            SECTION 3.06. Financial Statements; No Material Adverse Change. (a)
The consolidated balance sheet at December 31, 2000, and the related
consolidated statements of income and stockholder's equity for the fiscal year
then ended of the Company and its consolidated Subsidiaries, copies of which
have been furnished to each Lender, present fairly the financial position of the
Company and its consolidated Subsidiaries at December 31, 2000, and the results
of the operations and changes in financial position of the Company and its
consolidated Subsidiaries for the fiscal year then ended, in conformity with
GAAP consistently applied.

            (b) As of the date hereof there has been, since December 31, 2000,
no material

<PAGE>
                                                                              29


adverse change in the business, operations or financial condition of the Company
and the Subsidiaries, taken as a whole (it being understood that a change to the
equity method in accounting for the assets, liabilities and results of
operations of the Company's Japanese Subsidiaries will not constitute such a
material adverse change).

            SECTION 3.07. Investment Company Act. The Company is not (i) an
"investment company," (ii) a company "controlled" by an "investment company"
which is registered under the Investment Company Act of 1940, as amended, or
(iii) to the best knowledge of the Company, a company "controlled" by any other
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

            SECTION 3.08. Regulation U. Neither the Company nor any of the
Subsidiaries is engaged in the business of purchasing or carrying Margin Stock.
The value of the Margin Stock owned directly or indirectly by the Company or any
Subsidiary which is subject to any arrangement hereunder is less than an amount
equal to 25% of the value of all assets of the Company and/or such Subsidiary
subject to such arrangement (as described in the definition of "Indirectly
Secured" in SECTION 221.2 of Regulation U issued by the Board of Governors of
the Federal Reserve System).

            SECTION 3.09. Environmental Matters. The operations of the Company
and each Material Subsidiary comply in all material respects with all
Environmental Laws, the noncompliance with which would materially adversely
affect the business of the Company or the ability of the Company to obtain
credit on commercially reasonable terms.

            SECTION 3.10. Disclosure. None of the Confidential Information
Memorandum, the Form 10 or any other written information prepared and furnished
by or on behalf of the Loan Parties to any Agent or Lender in connection with
the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains as of the date thereof
(or, in the case of any such information that is not dated, the earliest date on
which such information is furnished to the Administrative Agent or any Lender)
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that, with respect to projected
financial information, the Company represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

            SECTION 3.11. Subsidiary Guarantors. The Subsidiary Guarantors
include all the Material Subsidiaries, other than Foreign Subsidiaries.

            SECTION 3.12. Solvency. As of the Effective Date the fair value of
the assets of the Company and the Subsidiaries, at a fair valuation, will exceed
their debts and liabilities, subordinated, contingent or otherwise; (b) the
present fair saleable value of the property of the Company and the Subsidiaries
will be greater than the amount that will be required to pay the probable
liability in respect of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (c) the Company and the Subsidiaries will be able to pay their debts
and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d)the Company and the Subsidiaries
will not have unreasonably small capital with which to conduct the businesses in
which they are engaged as such businesses are now conducted and are proposed to
be conducted following the completion of the Spin-Off.

<PAGE>
                                                                              30


                                   ARTICLE IV

                                   Conditions

            SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions has been satisfied (or waived in accordance with Section
9.02):

                  (a) 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.

                  (b) The Administrative Agent shall have received favorable
            written opinions (addressed to the Administrative Agent and the
            Lenders and dated the Effective Date) of (i) Sidley & Austin,
            special counsel for the Company, substantially in the form of
            Exhibit D-1, and (ii) the General Counsel of the Company,
            substantially in the form of Exhibit D-2. Each Loan Party hereby
            requests such counsel to deliver such opinions.

                  (c) The Administrative Agent shall have received such
            documents and certificates as the Administrative Agent or its
            counsel may reasonably request relating to the formation, existence
            and good standing of the Loan Parties and the authorization of the
            Transactions, all in form and substance satisfactory to the
            Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received (i) a
            certificate, dated the Effective Date and signed by the chief
            financial officer of the Company, confirming that all the conditions
            set forth in this Section 4.01 and in paragraphs (a) and (b) of
            Section 4.02 have been satisfied.

                  (e) The Administrative Agent shall have received all fees and
            other amounts due and payable on or prior to the Effective Date,
            including, to the extent an invoice with respect thereto shall have
            been received by the Company not fewer than five Business Days (or
            such lesser number of days as the Company shall agree) prior to the
            Effective Date, reimbursement or payment of all out-of-pocket
            expenses required to be reimbursed or paid by the Company hereunder
            or under any other Loan Document.

                  (f) The Guarantee Requirement shall be satisfied.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) on or prior to May 15, 2001.

<PAGE>
                                                                              31


            SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of each Borrowing is subject to the satisfaction of
the following conditions:

                  (a) The representations and warranties of the Loan Parties set
            forth in the Loan Documents shall be true and correct on and as of
            the date of such Borrowing, other than representations which are
            given as of a particular date, in which case the representation
            shall be true and correct as of that date.

                  (b) At the time of and immediately after giving effect to such
            Borrowing and the application of the proceeds thereof, no Default
            shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                    ARTICLE V

                             Affirmative Covenants

            Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that it
will:

            SECTION 5.01. Payment of Taxes, Etc. Pay and discharge, and cause
each Material Subsidiary to pay and discharge, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its income, profit or property, and (ii) all lawful
claims which, if unpaid, might by law become a lien upon its property; provided,
however, that neither the Company nor any Material Subsidiary shall be required
to pay or discharge any such tax, assessment, charge or claim which is being
contested in good faith and by proper proceedings and with respect to which the
Company shall have established appropriate reserves in accordance with GAAP.

            SECTION 5.02. Maintenance of Insurance. Maintain, and cause each
Material Subsidiary to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by (or, as applicable, self-insure in a manner and to an
extent not inconsistent with conventions observed by) companies engaged in
similar businesses and owning similar properties in the same general areas in
which the Company or such Material Subsidiary operates.

            SECTION 5.03. Preservation of Existence, Etc. Preserve and maintain,
and cause each Material Subsidiary to preserve and maintain, its corporate,
limited liability company or partnership existence, rights (charter and
statutory), and franchises, except as otherwise permitted by Section 6.04.

            SECTION 5.04. Compliance with Laws, Etc. Comply, and cause each
Material Subsidiary to comply, with the requirements of all applicable laws,
rules, regulations and orders of any Governmental Authority (including, without
limitation, all Environmental Laws), noncompliance with which would materially
adversely affect the business of the Company and the Subsidiaries or the ability
of the Company to obtain credit on commercially reasonable terms.

<PAGE>
                                                                              32


            SECTION 5.05. Keeping of Books. Keep, and cause each Material
Subsidiary to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each Material Subsidiary in accordance with GAAP
consistently applied.

            SECTION 5.06. Inspection. Permit, and cause each Material Subsidiary
to permit, the Administrative Agent, and its representatives and agents, to
inspect any of the properties, corporate books and financial records of the
Company and its Material Subsidiaries, to examine and make copies of the books
of account and other financial records of the Company and its Material
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and its Material Subsidiaries with, and to be advised as to the same by, their
respective officers or directors, at such reasonable times during normal
business hours and intervals as the Administrative Agent may reasonably
designate.

            SECTION 5.07. Reporting Requirements. Furnish to the Administrative
Agent in sufficient copies for distribution to each Lender:

                  (a) As soon as available and in any event within 55 days after
            the end of each of the first three quarters of each fiscal year of
            the Company, a consolidated balance sheet of the Company and the
            consolidated Subsidiaries as of the end of such quarter and a
            consolidated statement of income and changes in financial position
            (or consolidated statement of cash flow, as the case may be) of the
            Company and the consolidated Subsidiaries for the period commencing
            at the end of the previous fiscal year and ending with the end of
            such quarter, certified by the chief financial officer of the
            Company;

                  (b) As soon as available and in any event within 100 days
            after the end of each fiscal year of the Company, a consolidated
            balance sheet of the Company and the consolidated Subsidiaries as of
            the end of such year and a consolidated statement of income and
            stockholder's equity and changes in financial position of the
            Company and the consolidated Subsidiaries for such fiscal year and
            accompanied by (A) a report of PricewaterhouseCoopers LLC,
            independent public accountants of the Company, or other independent
            public accountants of nationally recognized standing, on the results
            of their examination of the consolidated annual financial statements
            of the Company and the consolidated Subsidiaries, which report shall
            be unqualified or shall be otherwise reasonably acceptable to the
            Required Lenders; provided that such report may set forth
            qualifications to the extent such qualifications pertain solely to
            changes in GAAP from earlier accounting periods, the implementation
            of which changes (with the concurrence of such accountants) is
            reflected in the financial statements accompanying such report, and
            (B) a certificate of such accountants substantially in the form of
            Exhibit 5.07(b);

                  (c) Promptly after the sending or filing thereof, copies of
            all reports which the Company files with the Securities and Exchange
            Commission under the Securities Exchange Act of 1934, as amended,
            including, without limitation, all such reports that disclose
            material litigation pending against the Company or any Material
            Subsidiary or any material noncompliance with any Environmental Law
            on the part of the Company or any Material Subsidiary;

<PAGE>
                                                                              33


                  (d) Together with the financial statements required pursuant
            to clauses (i) and (ii) above, a certificate signed by the chief
            financial officer of the Company (A) stating that no Default exists
            or, if any does exist, stating the nature and status thereof and
            describing the action the Company proposes to take with respect
            thereto and (B) demonstrating, in reasonable detail, the
            calculations used by such officer to determine compliance with the
            financial covenants contained in Sections 6.07 and 6.08;

                  (e) With respect to each fiscal year for which the Company
            shall have an aggregate Unfunded Liability of $10,000,000 or more
            for all of its single employer pension benefit plans covered by
            Title IV of ERISA and all multiemployer pension benefit plans
            covered by Title IV of ERISA to which the Company has an obligation
            to contribute, as soon as available, and in any event within ten
            months after the end of such fiscal year, a statement of Unfunded
            Liabilities of each such plan, certified as correct by an actuary
            enrolled in accordance with regulations under ERISA and a statement
            of estimated withdrawal liability as of the most recent plan year
            end as customarily prepared by the trustees under the multiemployer
            plans to which the Company has an obligation to contribute;

                  (f) As soon as possible, and in any event within 30 days after
            the occurrence of each event the Company knows is or may be a
            reportable event (as defined in Section 4043 of ERISA, but excluding
            any reportable event with respect to which the 30 day reporting
            requirement has been waived) with respect to any plan with an
            Unfunded Liability in excess of $10,000,000, a statement signed by
            the chief financial officer of the Company describing such
            reportable event and the action which the Company proposes to take
            with respect thereto;

                  (g) As soon as possible, and in any event within five Business
            Days after the Company shall become aware of the occurrence of each
            Default, which Default is continuing on the date of such statement,
            a statement of the chief financial officer of the Company setting
            forth details of such Default or event and the action which the
            Company proposes to take with respect thereto; and

                  (h) From time to time, such other information as to the
            business and financial condition of the Company and the Subsidiaries
            and their compliance with the Loan Documents as any Agent, or any
            Lender through the Administrative Agent, may reasonably request.

            SECTION 5.08. Use of Proceeds. Use the proceeds of Borrowings
hereunder for the purposes referred to in the recitals to this Agreement, and
not for any purpose that would entail a violation of any applicable law or
regulation (including, without limitation, Regulations U and X of the Board).
With respect to any Borrowing the proceeds of which shall be used to purchase or
carry Margin Stock, the Company shall include in the Borrowing Request for such
Borrowing such information as shall enable the Lenders and the Company to
determine that they are in compliance with such Regulations U and X.

            SECTION 5.09. Guarantee Requirement. Cause the Guarantee Requirement
to be satisfied at all times.

<PAGE>
                                                                              34


                                   ARTICLE VI

                               Negative Covenants

            Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees payable hereunder have been paid in
full, the Company covenants and agrees with the Lenders that it will not:

            SECTION 6.01. Subsidiary Debt. Permit any Material Subsidiary that
is not a Subsidiary Guarantor to create, incur, assume or permit to exist any
Debt, except:

                  (a) Debt created hereunder;

                  (b) Debt existing on the date hereof and set forth in Schedule
            6.01 and extensions, renewals and replacements of any such Debt that
            do not increase the outstanding principal amount thereof;

                  (c) Debt to the Company or any other Subsidiary; and

                  (d) other Debt; provided that the Designated Amount does not
            at any time exceed 10% of Consolidated Total Assets.

            SECTION 6.02. Liens, Etc. Suffer to exist, create, assume or incur,
or permit any Material Subsidiary to suffer to exist, create, assume or incur,
any Security Interest, or assign, or permit any Material Subsidiary to assign,
any right to receive income, in each case to secure Debt or any other obligation
or liability, other than:

                  (a) any Security Interest to secure Debt or any other
            obligation or liability of any Material Subsidiary to the Company;

                  (b) mechanics', materialmen's, carriers' or other like liens
            arising in the ordinary course of business (including construction
            of facilities) in respect of obligations which are not due or which
            are being contested in good faith and for which reasonable reserves
            have been established;

                  (c) any Security Interest arising by reason of deposits with,
            or the giving of any form of security to, any governmental agency or
            any body created or approved by law or governmental regulation which
            is required by law or governmental regulation as a condition to the
            transaction of any business, or the exercise of any privilege,
            franchise or license;

                  (d) Security Interests for taxes, assessments or governmental
            charges or levies not yet delinquent or Security Interests for
            taxes, assessments or governmental charges or levies already
            delinquent but the validity of which is being contested in good
            faith and for which reasonable reserves have been established;

                  (e) Security Interests (including judgment liens) arising in
            connection with legal proceedings so long as such proceedings are
            being contested in good faith and, in the case of judgment liens,
            execution thereon is stayed;

<PAGE>
                                                                              35


                  (f) landlords' liens on fixtures located on premises leased by
            the Company or a Material Subsidiary in the ordinary course of
            business;

                  (g) Security Interests arising in connection with contracts
            and subcontracts with or made at the request of the United States of
            America, any state thereof, or any department, agency or
            instrumentality of the United States of America or any state thereof
            for obligations not yet delinquent;

                  (h) any Security Interest arising by reason of deposits to
            qualify the Company or a Material Subsidiary to conduct business, to
            maintain self-insurance, or to obtain the benefit of, or comply
            with, laws;

                  (i) any purchase money Security Interest claimed by sellers of
            goods on ordinary trade terms provided that no financing statement
            has been filed to perfect such Security Interest;

                  (j) any Security Interest existing as of the date hereof and
            set forth on Schedule 6.02, and the extension thereof to additions,
            extensions, or improvements to the property subject to the Security
            Interest which does not arise as a result of borrowing money or the
            securing of Debt or other obligation or liability created, assumed
            or incurred after such date;

                  (k) Security Interests on (i) property of a corporation or
            firm existing at the time such corporation is merged or consolidated
            with the Company or any Subsidiary or at the time of a sale, lease
            or other disposition of the properties of a corporation or a firm as
            an entirety (or the properties of a corporation or firm comprising a
            product line or line of business, as an entirety) or substantially
            as an entirety to the Company or a Subsidiary; or (ii) property
            comprising machinery, equipment or real property acquired by the
            Company or any of its Material Subsidiaries, which Security
            Interests shall have existed at the time of such acquisition and
            secure obligations assumed by the Company or such Material
            Subsidiary in connection with such acquisition; provided that the
            Debt or other obligations or liabilities secured by Security
            Interests of the type described in this paragraph (k) shall not
            either (i) have been created in anticipation of such merger,
            consolidation, sale, lease or other disposition or in contemplation
            of such acquisition or (ii) at any time exceed an aggregate amount
            equal to $30,000,000;

                  (l) Security Interests arising in connection with the sale,
            assignment or other transfer by the Company or any Material
            Subsidiary of accounts receivable, lease receivables or other
            payment obligations (any of the foregoing being a "Receivable")
            owing to the Company or such Material Subsidiary or any interest in
            any of the foregoing (together in each case with any collections and
            other proceeds thereof and any collateral, guarantees or other
            property or claims in favor of the Company or such Material
            Subsidiary supporting or securing payment by the obligor thereon of
            any such Receivables), in each case whether such sale, assignment or
            other transfer constitutes a "true sale" or a secured financing for
            accounting, tax or any other purpose; provided that either (i) such
            sale, assignment or other transfer shall have been made as part of a
            sale of the business out of which the applicable Receivables arose,
            (ii) such sale, assignment or other transfer is made in the ordinary
            course of business and is for the purpose of collection only, (iii)
            such sale, assignment or other transfer is made in

<PAGE>
                                                                              36


            connection with an agreement on the part of the assignee thereof to
            render performance under the contract that has given rise to such
            Receivable, or (iv) in the case of any other sale, assignment or
            transfer, the Designated Amount does not at any time exceed 10% of
            Consolidated Total Assets;

                  (m) Security Interests securing non-recourse obligations in
            connection with leveraged or single-investor lease transactions;

                  (n) Security Interests securing the performance of any
            contract or undertaking made in the ordinary course of business (as
            such business is currently conducted) other than for the payment of
            Debt;

                  (o) any Security Interest granted by any Material Subsidiary;
            provided, that (i) the principal business and assets of such
            Material Subsidiary are located in Puerto Rico or are located
            outside of the United States, its other territories and possessions,
            (ii) the property of such Material Subsidiary which is subject to
            such Security Interest is a parcel of real property, a manufacturing
            plant, manufacturing equipment, a warehouse, or an office building
            hereafter acquired, constructed, developed or improved by such
            Material Subsidiary, and (iii) such Security Interest is created
            prior to or contemporaneously with, or within 120 days after (x) in
            the case of acquisition of such property, the completion of such
            acquisition and (y) in the case of the construction, development or
            improvement of such property, the later to occur of the completion
            of such construction, development or improvement or the commencement
            of operations, use or commercial production (exclusive of test and
            start-up periods) of such property, and such Security Interest
            secures or provides for the payment of all or any part of the
            acquisition cost of such property or the cost of construction,
            development or improvement thereof, as the case may be;

                  (p) any Security Interest in deposits or cash equivalent
            investments pledged with a financial institution for the sole
            purpose of implementing a hedging or financing arrangement commonly
            known as a "back-to-back" loan arrangement, provided in each case
            that neither the assets subject to such Security Interest nor the
            Debt incurred in connection therewith are reflected on the
            consolidated balance sheet of the Company; or

                  (q) any extension, renewal or refunding (or successive
            extensions, renewals or refundings) in whole or in part of any Debt
            or any other obligation or liability secured by any Security
            Interest referred to in the foregoing paragraphs (a) through (p),
            provided that the principal amount of Debt or any other obligation
            or liability secured by such Security Interest shall not exceed the
            principal amount outstanding immediately prior to such extension,
            renewal or refunding, and that the Security Interest securing such
            Debt or other obligation or liability shall be limited to the
            property which, immediately prior to such extension, renewal or
            refunding secured such Debt or other obligation or liability and
            additions to such property; and provided further that the principal
            amount of Debt or any other obligation or liability secured by such
            Security Interest shall continue to be taken into account for
            purposes of computing the amount of Debt or any other obligation or
            liability that may be secured under any applicable basket provided
            for in the foregoing paragraphs (a) through (p).

<PAGE>
                                                                              37


            Notwithstanding the foregoing provisions of this Section, the
Company and the Material Subsidiaries may, at any time, suffer to exist, issue,
incur, assume and guarantee Secured Debt (in addition to Secured Debt permitted
to be secured under the foregoing paragraphs (a) through (k) and (m) through
(q)); provided that the Designated Amount does not at any time exceed 10% of
Consolidated Total Assets.

            SECTION 6.03. Sale and Leaseback Transactions. Enter into or be
party to, or permit any Material Subsidiary to enter into or be party to, any
Sale and Leaseback Transaction unless after giving effect thereto the Designated
Amount does not exceed 10% of Consolidated Total Assets.

            SECTION 6.04. Merger, Etc. (a) Permit the Company to merge or
consolidate with or into, or Transfer Assets (other than pursuant to the
transactions giving rise to the Specified Charges) to, any Person, except that
the Company may (i) merge or consolidate with any US Corporation, including any
Subsidiary that is a US Corporation, and (ii) Transfer Assets to any Subsidiary
which is a US Corporation; provided, in each case described in clause (i) and
(ii) above, that (A) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing and (B) in the case of any merger
or consolidation to which the Company shall be a party, the survivor of such
merger or consolidation shall be the Company.

            (b) Permit any Material Subsidiary to merge or consolidate with or
into, or Transfer Assets (other than pursuant to the transactions giving rise to
the Specified Charges) to, any Person unless (i) immediately after giving effect
to such transaction, no Default shall have occurred and be continuing and (ii)
if either constituent corporation in such merger or consolidation, or the
transferor of such assets, is a Subsidiary Guarantor, the surviving or resulting
corporation or the transferee of such assets, as the case may be, shall be a
Subsidiary Guarantor.

            (c) Notwithstanding the foregoing provisions of this Section 6.04,
the Company may sell, transfer or otherwise dispose of all or substantially all
of the capital stock or other equity interests, or the assets of, any Material
Subsidiary (other than Edwards Lifesciences LLC, Edwards Lifesciences World
Trade Corporation or Edwards Lifesciences Japan Holdings, Inc.), and such
Material Subsidiary may merge or consolidate with or into, or Transfer Assets
to, any Person; provided, that, in each case (i) immediately after giving effect
to such transaction, no Default shall have occurred and be continuing and (ii)
the Company shall apply any cash proceeds received with respect thereto to repay
Borrowings hereunder or under the Five-Year Credit Agreement on the last day of
the Interest Periods applicable to such Borrowings (such Borrowings to be repaid
as they mature).

            SECTION 6.05. Change in Business. Permit the Company or any Material
Subsidiary to engage to any material extent in any business other than the
medical devices, supplies and services businesses (but excluding the management
of institutional health care providers such as hospitals, nursing homes, and
long-term care facilities).

            SECTION 6.06. Certain Restrictive Agreements. Permit the Company or
any Material Subsidiary to enter into any contract or other agreement that would
limit the ability of any Material Subsidiary to pay dividends or make loans or
advances to, or to repay loans or advances from, the Company or any other
Subsidiary; provided that nothing in this section shall prohibit (a) covenants
or agreements entered into in connection with the incurrence of secured Debt
permitted hereunder that restrict the transfer of collateral securing such Debt
or (b)

<PAGE>
                                                                              38


agreements entered into in connection with sales of Receivables that govern the
application of proceeds of sold Receivables.

            SECTION 6.07. Leverage Ratio. Permit the Leverage Ratio at any time
to exceed set forth below opposite such period:

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

            through 12/30/00                    3.75:1.00
            12/31/00 through 12/30/01           3.50:1.00
            12/31/01 through 12/30/02           3.25:1.00
            12/31/02 and thereafter             3.00:1.00

            SECTION 6.08. Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive fiscal quarters ending during any
period set forth below to be less than the ratio set forth below opposite such
period

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

            through 12/30/00                    4.00:1.00
            12/31/00 through 12/30/01           4.25:1.00
            12/31/01 through 12/30/02           4.50:1.00
            12/31/02 and thereafter             4.75:1.00

                                   ARTICLE VII

                                Events of Default

            If any of the following events ("Events of Default") shall occur and
be continuing:

            (a) The Company shall fail to (i) pay any interest or facility fee
due hereunder and such default continues for five days, or (ii) pay any amount
of principal of any Loan when due hereunder; or

            (b) Any representation or warranty made or deemed made by the
Company or any other Loan Party (or any of their respective officers) in
connection with this Agreement or any other Loan Document shall prove to have
been incorrect in any material respect when made or deemed made; or

            (c) The Company or any Material Subsidiary shall fail to maintain
its corporate, limited liability company or partnership existence as required by
Section 5.03, or the Company or any Material Subsidiary shall fail to perform or
observe any term, covenant or agreement contained in Article VI (other than
Section 6.02 insofar as such failure results from a nonconsensual Security
Interest) of this Agreement on its part to be performed or observed; or

            (d) The Company or any Subsidiary shall (i) fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any
other Loan Document on its part to be performed or observed (other than those
failures or breaches referred to in paragraphs (a),

<PAGE>
                                                                              39


(b) and (c) above) and any such failure shall remain unremedied for 30 days
after written notice thereof has been given to the Company by the Administrative
Agent at the request of any Lender; or

            (e) Either (i) the Company or any Material Subsidiary shall fail to
pay any amount of principal of, interest on or premium with respect to, any Debt
(other than the Loans) of the Company or such Subsidiary outstanding under one
or more instruments or agreements when due (whether at scheduled maturity or by
required prepayment, acceleration, demand or otherwise) and (A) such Debt shall
be in an aggregate principal amount not less than $10,000,000 and such failure
shall continue beyond the greater of 15 days and the applicable grace period, if
any, specified in the agreement or instrument relating to such Debt or (B) such
Debt shall be in an aggregate principal amount not less than $20,000,000 and
such failure shall continue beyond the applicable grace period, if any,
specified in the agreement or instrument relating to such Debt; or (ii) any
other event shall occur or condition shall exist with respect to any Debt (other
than the Loans) of the Company or such Subsidiary outstanding under one or more
instruments or agreements if the effect of such event or condition is (or will
after the lapse of any grace period be) to cause, or to permit the holder or
holders of such debt (or any trustee or agent on their behalf) to cause, such
Debt to become due, or to require such Debt to be prepaid (other than by a
scheduled prepayment), prior to the stated maturity thereof and (A) such Debt
shall be in an aggregate principal amount not less than $10,000,000 and such
failure shall continue beyond the greater of 15 days and the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt
or (B) such Debt shall be in an aggregate principal amount not less than
$20,000,000 and such failure shall continue beyond the applicable grace period,
if any, specified in the agreement or instrument relating to such Debt; or

            (f) The Company or any Material Subsidiary shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to
pay its debts generally; or

            (g) The Company or any Material Subsidiary shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Company or such Material Subsidiary seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debt
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, or other similar official for it or for any substantial part
of its property; or the Company or any such Material Subsidiary shall take
corporate action to authorize any of the actions set forth above in this
paragraph (f); provided that, in the case of any such proceeding filed or
commenced against the Company or any Material Subsidiary, such event shall not
constitute an "Event of Default" hereunder unless either (i) the same shall have
remained undismissed or unstayed for a period of 60 days, (ii) an order for
relief shall have been entered against the Company or such Material Subsidiary
under the federal bankruptcy laws as now or hereafter in effect or (iii) the
Company or such Material Subsidiary shall have taken corporate action consenting
to, approving or acquiescing in the commencement or maintenance of such
proceeding; or

            (h) Any judgment or order for the payment of money shall be rendered
against the Company or any Material Subsidiary and (i) either (A) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (B) there shall be any period of 10 consecutive days, in the case of a
judgment or order rendered or entered by a court located in the United States,
its territories and Puerto Rico, or 30 consecutive days, in the case of any
other court, during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect, and (ii) the
amount of such judgment or order, when

<PAGE>
                                                                              40


aggregated with the amount of all other such judgments and orders described in
this subsection (h), shall exceed $20,000,000;

            (i) Either (i) the Pension Benefit Guaranty Corporation shall
terminate any single-employer plan (as defined in Section 4001(b)(2) of ERISA)
that provides benefits for employees of the Company or any Material Subsidiary
and such plan shall have an Unfunded Liability in an amount in excess of
$5,000,000 at such time or (ii) withdrawal liability shall be assessed against
the Company or any Material Subsidiary in connection with any multiemployer plan
(whether under Section 4203 or Section 4205 of ERISA) and such withdrawal
liability shall be an amount in excess of $5,000,000; or

            (j) the guarantee of any Subsidiary Guarantor that is a Material
Subsidiary under the Subsidiary Guarantee Agreement shall not be (or shall be
asserted by the Company or any Subsidiary Guarantor not to be) valid or in full
force and effect; or

            (k) a Change of Control shall have occurred.

then, in any such event but subject to the next sentence, the Administrative
Agent shall at the request, or may with the consent, of the Required Lenders, by
notice to the Company, (i) declare the obligation of each Lender to make Loans
hereunder to be terminated, whereupon the same shall forthwith terminate and/or
(ii) declare the entire unpaid principal amount of the Loans, all interest
accrued and unpaid thereon and all other amounts payable under this Agreement to
be forthwith due and payable, whereupon the Loans, all such accrued interest and
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company; provided, that in the case of any
Competitive Bid Note, the unpaid principal amount thereof, and all interest
accrued and unpaid thereon, shall not be declared to be due and payable pursuant
to the foregoing clause (ii) without the consent of the holder of such
Competitive Bid Note. In the event of the occurrence of an Event of Default
under clause (f) or (g) of this Article VII, (A) the obligation of each Lender
to make Loans shall automatically be terminated and (B) the Loans, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Company.

                                  ARTICLE VIII

                            The Administrative Agent

            In order to expedite the transactions contemplated by this
Agreement, the Person named in the heading of this Agreement is hereby appointed
to act as Administrative Agent on behalf of the Lenders. Each of the Lenders,
including each assignee of any Lender, hereby irrevocably authorizes the Agent
to take such actions on behalf of such Lender or assignee and to exercise such
powers as are delegated to the Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. The
Administrative Agent is hereby expressly authorized by the Lenders, without
hereby limiting any implied authority, (a) to receive on behalf of the Lenders
all payments of principal of and interest on the Loans and all other amounts due
to the Lenders hereunder, and promptly to distribute to each Lender its proper
share of each payment so received; (b) to give notice on behalf of each of the
Lenders to the Company of any Event of Default specified in this Agreement of
which the Administrative Agent has actual knowledge acquired in connection with
its agency hereunder; and (c) to distribute to

<PAGE>
                                                                              41


each Lender copies of all notices, financial statements and other materials
delivered by the Company or any other Loan Party pursuant to this Agreement or
the other Loan Documents as received by the Administrative Agent. Without
limiting the generality of the foregoing, the Administrative Agent is hereby
expressly authorized to release any Subsidiary Guarantor from its obligations
under the Subsidiary Guarantee Agreement in the event that all the capital stock
of such Guarantor shall be sold, transferred or otherwise disposed of to a
Person other than the Company or an Affiliate of the Company in a transaction
permitted by Section 6.04.

            With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not the Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Company or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent.

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. 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 have no duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise upon receipt of notice 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
9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall have no duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the institution serving as
the 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 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 9.02) 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 Company (in which case the Agent shall give written
notice to each other 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 any Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, 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 also may rely upon any statement made to it orally or by telephone and
believed by it to be 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 Company), independent accountants and other
experts selected by it, and shall not

<PAGE>
                                                                              42


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 the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
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 the 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 in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, 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. 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. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 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 it was
acting as Administrative Agent.

            Each Lender agrees (a) to reimburse the Administrative Agent, on
demand, in the amount of its pro rata share (based on the amount of its Loans
and available Commitments hereunder) of any expenses incurred for the benefit of
the Lenders by the Administrative Agent, including counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders,
that shall not have been reimbursed by the Company or any other Loan Party and
(b) to indemnify and hold harmless the Administrative Agent and any of its
Related Parties, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against it in
its capacity as Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Company or any other
Loan Party; provided that no Lender shall be liable to the Administrative Agent
or any such other indemnified Person for any portion of such liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.

            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

<PAGE>
                                                                              43


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 other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                                   ARTICLE IX

                                 Miscellaneous

            SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all 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 Company, to One Edwards Way, Irvine, California
            92614, Attention of Daniel M. Gallagher (Telecopy No. (949)
            250-2248);

                  (b) if to the Administrative Agent, to The Chase Manhattan
            Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
            Floor, New York, New York 10081, Attention of Anne Bowles (Telecopy
            No. (212) 552-7500), with a copy to The Chase Manhattan Bank, 270
            Park Avenue, New York, NY 10019, Attention of Steve Rochford
            (Telecopy No. (212) 270-5135);

                  (c) if to any Lender, to it at its address (or telecopy
            number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties 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. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document 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 and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

            (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Company and the
Required Lenders or by the Company and the Administrative Agent with the consent
of the Required Lenders or, in the case of any

<PAGE>
                                                                              44


other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Loan Party or Loan Parties that are
parties thereto, in each case with the consent of the Required Lenders; provided
that no such agreement shall (i) increase any Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender adversely affected thereby, (iii)
postpone the date of any scheduled payment of the principal amount of any Loan,
or any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender
(it being understood that the addition of new tranches of loans or commitments
that may be extended under this Agreement shall not be deemed to alter such pro
rata sharing of payments), (v) change any of the provisions of this Section or
the definition of "Required Lenders" or any other provision of any Loan Document
specifying the number or percentage of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder, without the written consent of each Lender (except, in each case, to
provide for new commitments that may be extended under this Agreement), or (vi)
release the Company or all or substantially all the Subsidiary Guarantors from,
or limit or condition, its or their obligations under the Subsidiary Guarantee
Agreement, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent.

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Company
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
any Loan Document, including its rights under this Section, or in connection
with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.

            (b) The Company shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, liabilities, reasonable out-of-pocket costs or expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) any transaction or proposed transaction
(whether or not consummated) in which any proceeds of any borrowing hereunder
are applied or proposed to be applied, directly or indirectly, by the Company or
any Subsidiary or (ii) the execution, delivery or performance by the Company and
the Subsidiaries of the Loan Documents, or any actions or omissions of the
Company or any Subsidiary in connection therewith; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
liabilities, costs or expenses shall have resulted from the gross negligence or
wilful misconduct of such Indemnitee or the violation by such Indemnitee of any
law or court order applicable to it.

<PAGE>
                                                                              45


            (c) To the extent that the Company 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 loss, liability, cost or 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 sum (without duplication) of the total Revolving
Exposures and unused Commitments at the time.

            (d) To the extent permitted by applicable law, the Company shall not
assert, and the Company 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, any other Loan 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 shall be payable within 15
Business Days after receipt by the Company of a reasonably detailed invoice
therefor.

            SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Company may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Company without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans or other amounts at the time owing to it);
provided that (i) except in the case of an assignment to a Lender or a Lender
Affiliate, each of the Company and the Administrative Agent must give their
prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) except in the case of an assignment to a Lender or
a Lender Affiliate or an assignment of the entire remaining amount of the
assigning Lender's Commitments and outstanding Loans, the amount of the
Commitments and outstanding Loans 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 unless each of the Company and the Administrative Agent
otherwise consent, (iii) the parties to each 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 provided further that any consent of the Company otherwise
required under this paragraph shall not be required if an Event of Default
referred to in clause (f) or (g) of Article VII has occurred and is continuing.
Subject to acceptance and recording thereof pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance 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 the assigning Lender
thereunder shall, to the extent of the

<PAGE>
                                                                              46


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 of the 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 2.13, 2.14, 2.15 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

            (c) The Administrative Agent, acting for this purpose as an agent of
the Company, 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 Company, 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 Company
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

            (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (e) Any Lender may, without the consent of the Company or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided 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 and (iii) the
Company, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in clause (i), (ii), (iii) or (vi) of the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Company agrees that each Participant shall be entitled to the benefits of
Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.

            (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant shall not be entitled to the
<PAGE>
                                                                              47


benefits of Section 2.15 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Company, to comply with Section 2.15(e) as though it were a Lender.

            (g) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or, in the case of a Lender that is an investment fund, to
the trustee under the indenture to which such fund is a party, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

            SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties herein or in any other Loan Document or
in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto or thereto and shall survive
the execution and delivery of this Agreement and any other Loan Document and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, 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 or any other Loan Document is outstanding and unpaid and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.13,
2.14, 2.15, 9.03 and 9.12 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans and the Commitments or the termination of
this Agreement or any other Loan Document or any provision hereof or thereof.

            SECTION 9.06. Counterparts; Integration; Effectiveness. 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. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by 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, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

            SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

            SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from

<PAGE>
                                                                              48


time to time, to the fullest extent permitted 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 obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Company against any of and
all the obligations of such Company 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 rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

            SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) The Company hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, 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 or any other Loan Document 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 Company or its properties in
the courts of any jurisdiction.

            (c) The Company 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 or any other Loan
Document in any court referred to in paragraph (b) of this Section. 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.

            (d) 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 or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

            SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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,

<PAGE>
                                                                              49


AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.11. 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 shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 9.12. Confidentiality. The Administrative Agent and each
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors, to Related Funds' directors and officers and to any direct
or indirect contractual counterparty in swap agreements (it being understood
that each Person 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, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) to the
extent required or advisable in the judgment of counsel in connection with any
suit, action or proceeding relating to the enforcement of rights of the
Administrative Agent, the Lenders or the Company under this Agreement or any
other Loan Document, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section of which the Administrative Agent or
such Lender is aware or (ii) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Company other
than as a result of a breach of this Section of which the Administrative Agent
or such Lender is aware. For the purposes of this Section, "Information" means
all information received from the Company relating to the Company or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company other than as a result of a breach of this Section of
which the Administrative Agent or such Lender is aware. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

            SECTION 9.13. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

            (b) The obligations of the Company in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Company agrees, as a

<PAGE>
                                                                              50


separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Company contained
in this Section 9.13 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

            SECTION 9.14. Release of Guarantors. A Subsidiary Guarantor shall be
released from each of the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement with respect to such Subsidiary Guarantor if (i) all of
the capital stock of such Subsidiary Guarantor owned by the Company or any
Subsidiary shall be sold in a transaction permitted under the terms of this
Agreement and (ii) at the time of such sale no Default has occurred and is
continuing. The Administrative Agent shall promptly (and the Lenders hereby
authorize and instruct the Administrative Agent to) take such action and execute
any such documents as may be reasonably requested by the Company and to provide
written evidence of the release of any Subsidiary Guarantor pursuant to this
Section.

<PAGE>
                                                                              51


            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.

                              EDWARDS LIFESCIENCES CORPORATION,

                               by
                                 /s/ Bruce J. Bentcover
                                 -----------------------------------------------
                                 Name:  Bruce J. Bentcover
                                 Title: Corporate Vice President,
                                 Chief Financial Officer and Treasurer


                              THE CHASE MANHATTAN BANK,
                              individually and as Administrative Agent,

                               by
                                 /s/ Steven P. Rochford
                                 -----------------------------------------------
                                 Name:  Steven P. Rochford
                                 Title: Vice President


                              CREDIT SUISSE FIRST BOSTON,
                              individually and as Syndication Agent,

                               by /s/ William S. Lutkins
                                 -----------------------------------------------
                                 /s/ William S. Lutkins
                                 Name:  William S. Lutkins
                                 Title: Vice President

                               by
                                 /s/ Bill O'Daly
                                 -----------------------------------------------
                                 Name:  Bill O'Daly
                                 Title: Vice President


                              THE BANK OF NOVA SCOTIA,
                              individually and as Documentation Agent,

                               by
                                 /s/ R. P. Reynolds
                                 -----------------------------------------------
                                 Name:  R. P. Reynolds
                                 Title: Director

<PAGE>
                                                                              52


                              ABN AMRO BANK N.V.

                               by
                                 /s/ Gina Brusatori
                                 -----------------------------------------------
                                 Name:  Gina Brusatori
                                 Title: Senior Vice President

                               by
                                 /s/ Richard Schrage
                                 -----------------------------------------------
                                 Name:  Richard Schrage
                                 Title: Vice President


                              BANCO BILBAO VIZCAYA ARGENTARIA
                              PUERTO RICO OVERSEAS

                               by
                                 /s/ Tomas Rosario
                                 -----------------------------------------------
                                 Name:  Tomas Rosario
                                 Title: Executive Vice President - Treasurer


                              BANK OF AMERICA, N.A.

                               by
                                 /s/ Larry J. Gordon
                                 -----------------------------------------------
                                 Name:  Larry J. Gordon
                                 Title: Principal


                              THE BANK OF TOKYO MITSUBISHI, LTD. CHICAGO BRANCH

                               by
                                 /s/ Hiyashi Miyashiro
                                 -----------------------------------------------
                                 Name:  Hiyashi Miyashiro
                                 Title: Deputy General Manger


                              DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN
                              ISLANDS BRANCH

                               by
                                 /s/ Lain Stewart
                                 -----------------------------------------------
                                 Name:  Lain Stewart
                                 Title: Vice President

<PAGE>
                                                                              53


                               by
                                 /s/ Annette Walter
                                 -----------------------------------------------
                                 Name:  Annette Walter
                                 Title: Associate


                              FIRST UNION NATIONAL BANK

                               by
                                 /s/ Douglas T. Davis
                                 -----------------------------------------------
                                 Name:  Douglas T. Davis
                                 Title: Senior Vice President


                              FLEET NATIONAL BANK

                               by
                                 /s/ Gordon B. Coughlin
                                 -----------------------------------------------
                                 Name:  Gordon B. Coughlin
                                 Title: Vice President


                              THE FUJI BANK, LIMITED

                               by /s/ Takeyuki Kuroki
                                 -----------------------------------------------
                                 /s/ Takeyuki Kuroki
                                 Name:  Takeyuki Kuroki
                                 Title: Vice President & Senior Team Leader


                              NATIONAL AUSTRALIA BANK LIMITED

                               by
                                 /s/ Michael G. McHugh
                                 -----------------------------------------------
                                 Name:  Michael G. McHugh
                                 Title: Vice President


                              SUNTRUST BANK

                               by
                                 /s/ W. Brooks Hubbard
                                 -----------------------------------------------
                                 Name:  W. Brooks Hubbard
                                 Title: Vice President

<PAGE>
                                                                              54


                              UBS AG, STAMFORD BRANCH

                               by
                                 /s/ Wilfred V. Saint
                                 -----------------------------------------------
                                 Name:  Wilfred V. Saint
                                 Title: Associate Director
                                 Banking Products Services, US

                               by
                                 /s/ Dorothy L. McKinley
                                 -----------------------------------------------
                                 Name:  Dorothy L. McKinley
                                 Title: Director
                                 Banking Products Services, US


                              WACHOVIA BANK, N.A.

                               by
                                 /s/ Jessica S. Wright
                                 -----------------------------------------------
                                 Name:  Jessica S. Wright
                                 Title: Senior Vice President

</TEXT>
</DOCUMENT>
