BOSTON SCIENTIFIC CORP
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10-1_11386.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.1
                                                                    ------------

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                                     FORM OF

                                 $1,000,000,000

                                CREDIT AGREEMENT

                                      AMONG

                         BOSTON SCIENTIFIC CORPORATION,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

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

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

                                       AND

                              JPMORGAN CHASE BANK,
                             AS ADMINISTRATIVE AGENT

                            DATED AS OF MAY 31, 2002






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<PAGE>
                                TABLE OF CONTENTS
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Section 1. DEFINITIONS.........................................................1

      1.1    Defined Terms.....................................................1
      1.2    Other Definitional Provisions....................................22

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

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

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

      3.1    Optional and Mandatory Prepayments...............................34
      3.2    Conversion and Continuation Options..............................35
      3.3    Minimum Amounts and Maximum Number of Tranches...................36
      3.4    Interest Rates and Payment Dates.................................36
      3.5    Computation of Interest and Fees.................................37
      3.6    Inability to Determine Interest Rate.............................37
      3.7    Pro Rata Treatment and Payments..................................38
      3.8    Illegality.......................................................40
      3.9    Requirements of Law..............................................40
      3.10   Taxes............................................................41
      3.11   Indemnity........................................................43
      3.12   Change of Lending Office; Removal of Lender......................43
      3.13   Evidence of Debt.................................................44

Section 4. LOCAL CURRENCY FACILITIES..........................................45

      4.1    Terms of Local Currency Facilities...............................45
      4.2    Reporting of Local Currency Outstandings.........................46

Section 5. LETTERS OF CREDIT..................................................47
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      5.1    L/C Commitment...................................................47
      5.2    Procedure for Issuance of Letter of Credit.......................47
      5.3    Fees and Other Charges...........................................48
      5.4    L/C Participations...............................................48
      5.5    Reimbursement Obligation of the Borrower.........................49
      5.6    Obligations Absolute.............................................49
      5.7    Letter of Credit Payments........................................50
      5.8    Applications.....................................................50
      5.9    Letters of Credit Denominated in Currencies Other than Dollars...50

Section 6. REPRESENTATIONS AND WARRANTIES.....................................51

      6.1    Financial Condition..............................................51
      6.2    No Change........................................................51
      6.3    Corporate Existence; Compliance with Law.........................52
      6.4    Corporate Power; Authorization; Enforceable Obligations..........52
      6.5    No Legal Bar.....................................................52
      6.6    No Material Litigation...........................................52
      6.7    No Default.......................................................53
      6.8    Intellectual Property............................................53
      6.9    Taxes............................................................53
      6.10   Federal Regulations..............................................54
      6.11   ERISA............................................................54
      6.12   Investment Company Act; Other Regulations........................54
      6.13   Purpose of Loans.................................................54
      6.14   Environmental Matters............................................54
      6.15   Disclosure.......................................................55

Section 7. CONDITIONS PRECEDENT...............................................56

      7.1    Conditions to Initial Loans and Letters of Credit................56
      7.2    Conditions to Each Loan and Letter of Credit.....................57

Section 8. AFFIRMATIVE COVENANTS..............................................57

      8.1    Financial Statements.............................................57
      8.2    Certificates; Other Information..................................58
      8.3    Payment of Obligations...........................................59
      8.4    Conduct of Business and Maintenance of Existence.................59
      8.5    Maintenance of Property; Insurance...............................59
      8.6    Inspection of Property; Books and Records; Discussions...........59
      8.7    Notices..........................................................59

Section 9. NEGATIVE COVENANTS.................................................60

      9.1    Financial Covenants..............................................60




                                      -ii-
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      9.2    Limitation on Liens..............................................60
      9.3    Limitation on Indebtedness.......................................61
      9.4    Limitation on Fundamental Changes................................62

Section 10. EVENTS OF DEFAULT.................................................63

Section 11. THE AGENTS........................................................65

      11.1   Appointment......................................................65
      11.2   Delegation of Duties.............................................66
      11.3   Exculpatory Provisions...........................................66
      11.4   Reliance by Administrative Agent.................................66
      11.5   Notice of Default................................................67
      11.6   Non-Reliance on Administrative Agent and Other Lenders...........67
      11.7   Indemnification..................................................67
      11.8   Administrative Agent in Its Individual Capacity..................68
      11.9   Successor Administrative Agent...................................68
      11.10  The Arrangers, the Bookrunners and the Syndication Agents........68

Section 12. GUARANTEE.........................................................69

      12.1   Guarantee........................................................69
      12.2   No Subrogation...................................................69
      12.3   Amendments, etc. with respect to the Obligations;
             Waiver of Rights.................................................70
      12.4   Guarantee Absolute and Unconditional.............................70
      12.5   Reinstatement....................................................71
      12.6   Payments.........................................................72
      12.7   "Lenders"........................................................72

Section 13. MISCELLANEOUS.....................................................72

      13.1   Amendments and Waivers...........................................72
      13.2   Notices..........................................................73
      13.3   No Waiver; Cumulative Remedies...................................74
      13.4   Survival of Representations and Warranties.......................74
      13.5   Payment of Expenses and Taxes....................................75
      13.6   Successors and Assigns; Participations and Assignments...........75
      13.7   Adjustments; Set-off.............................................78
      13.8   Counterparts.....................................................78
      13.9   Severability.....................................................79
      13.10  Integration......................................................79
      13.11  GOVERNING LAW....................................................79
      13.12  Submission To Jurisdiction; Waivers..............................79
      13.13  Acknowledgements.................................................80
      13.14  Confidentiality..................................................80
      13.15  Loan Conversion/Participations...................................80
      13.16  Judgment.........................................................81
      13.17  WAIVERS OF JURY TRIAL............................................82


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SCHEDULES

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




EXHIBITS

Exhibit A.................    Form of Revolving Credit Note
Exhibit B.................    Form of CAF Advance Note
Exhibit C.................    Form of CAF Advance Request
Exhibit D.................    Form of CAF Advance Offer
Exhibit E.................    Form of CAF Advance Confirmation
Exhibit F.................    Form of Closing Certificate
Exhibit G.................    Form of Opinion of Counsel to Borrower
Exhibit H.................    Form of Assignment and Acceptance
Exhibit I.................    Form of Local Currency Facility Addendum
Exhibit J.................    Form of Exemption Certificate
<PAGE>
     CREDIT AGREEMENT, dated as of May 31, 2002, among (i) BOSTON SCIENTIFIC
CORPORATION, a Delaware corporation (the "Borrower"), (ii) the several banks and
other financial institutions or entities from time to time parties hereto (the
"Lenders"), (iii) BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW
YORK BRANCH, DEUTSCHE BANK SECURITIES INC., FLEET NATIONAL BANK and ABN AMRO
BANK N.V., as Syndication Agents (each, in such capacity, a "Syndication Agent",
and collectively, the "Syndication Agents"), (iv) J.P. MORGAN SECURITIES INC.
AND BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers (each, in such
capacity, an "Arranger", and collectively, the "Arrangers") and as Joint
Bookrunners (each, in such capacity, a "Bookrunner", and collectively, the
"Bookrunners"), and (v) JPMORGAN CHASE BANK, as administrative agent for the
Lenders hereunder (in such capacity, the "Administrative Agent").

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

     WHEREAS, the Borrower, certain of the Lenders, the Arrangers, the
Administrative Agent and others are parties to the Second Amended and Restated
Credit Agreement, dated as of September 4, 1998 (as amended, supplemented or
other wise modified prior to the date hereof, the "Five-Year Credit Facility");

     WHEREAS, the Borrower intends to terminate the Five-Year Credit Facility
and has requested that the Lenders make available a 364-day credit facility as
described herein; and

     WHEREAS, the Lenders have agreed to make such credit facility available
upon the terms and subject to the conditions set forth herein;

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

                             SECTION 1. DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Agreement": this Credit Agreement, as amended, supplemented or
     otherwise modified from time to time.

          "Agreement Currency": as defined in subsection 13.16(b).
<PAGE>
                                                                               4

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

                                Eurodollar Loans
     Rating                   /Multicurrency Loans               ABR Loans
     ----------               --------------------               ---------
     Rating I                       .295%                            0%
     Rating II                      .450%                            0%
     Rating III                     .550%                            0%
     Rating IV                      .575%                            0%
     Rating V                       .800%                            0%
     Rating VI                     1.100%                            0%

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

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

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

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

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

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

          "Bookrunner":  as defined in the preamble hereto.

          "Borrower":  as defined in the preamble hereto.
<PAGE>
                                                                               5


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

          "Business": as defined in subsection 6.14.

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

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

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

          "CAF Advance Confirmation": each confirmation by the Borrower of its
     acceptance of CAF Advance Offers, which confirmation shall be substantially
     in the form of Exhibit E and shall be delivered to the Administrative Agent
     by facsimile transmission.

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

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

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

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

          "CAF Advance Request": each request by the Borrower for Lenders to
     submit bids to make CAF Advances, which request shall contain the
     information in respect of such requested CAF Advances specified in Exhibit
     C and shall be delivered to the Administrative Agent in writing, by
     facsimile transmission, or by telephone, immediately confirmed by facsimile
     transmission.
<PAGE>
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          "Capital Lease Obligations": as to any Person, the obligations of such
     Person to pay rent or other amounts under any lease of (or other
     arrangement conveying the right to use) real or personal property, or a
     combination thereof, which obligations are required to be classified and
     accounted for as capital leases on a balance sheet of such Person under
     GAAP and, for the purposes of this Agreement, the amount of such
     obligations at any time shall be the capitalized amount thereof at such
     time determined in accordance with GAAP.

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

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

          "C/D Reserve Percentage": for any day as applied to any ABR Loan, that
     percentage (expressed as a decimal) which is in effect on such day, as
     prescribed by the Board, for determining the maximum reserve requirement
     for a Depositary Institution (as defined in Regulation D of the Board) in
     respect of new non-personal time deposits in Dollars having a maturity of
     30 days or more.

          "Closing Date": the date, on or before May 31, 2002, on which
     conditions precedent set forth in subsection 7.1 shall be satisfied.

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

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

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

          "Committed Outstandings Percentage": on any date with respect to any
     Lender, the percentage which the Adjusted Aggregate Committed Outstandings
     of such Lender constitutes of the Adjusted Aggregate Committed Outstandings
     of all Lenders.
<PAGE>
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          "Commonly Controlled Entity": an entity, whether or not incorporated,
     which is under common control with the Borrower within the meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.

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

          "Consolidated EBITDA": of any Person for any period, Consolidated Net
     Income of such Person and its Subsidiaries for such period plus, without
     duplication and to the extent reflected as a charge in the statement of
     such Consolidated Net Income for such period, the sum of (a) income tax
     expense, (b) Consolidated Interest Expense of such Person and its
     Subsidiaries, amortization or writeoff of debt discount and debt issuance
     costs and commissions, discounts and other fees and charges associated with
     Indebtedness, (c) depreciation expense, (d) amortization of intangibles
     (including, but not limited to, goodwill) and organization costs and (e)
     any extraordinary, unusual or non-recurring expenses or losses (to the
     extent any of the foregoing are non-cash items) (including, whether or not
     otherwise includable as a separate item in the statement of such
     Consolidated Net Income for such period, losses on sales of assets outside
     of the ordinary course of business and including special charges and
     purchased research and development charges in connection with
     acquisitions), and minus, to the extent included in the statement of such
     Consolidated Net Income for such period, the sum of (a) interest income
     (except to the extent deducted in determining Consolidated Interest
     Expense) and (b) any extraordinary, unusual or non-recurring income or
     gains (to the extent any of the foregoing are non-cash items) (including,
     whether or not otherwise includable as a separate item in the statement of
     such Consolidated Net Income for such period, gains on the sales of assets
     outside of the ordinary course of business).

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

          "Consolidated Interest Expense": of any Person for any period, total
     interest expense of such Person and its Subsidiaries for such period with
     respect to all outstanding Indebtedness of such Person and its Subsidiaries
     determined in accordance with GAAP (including, all net costs that are
     allocable to such period in accordance with GAAP).
<PAGE>
                                                                               8


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

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

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

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

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

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

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

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

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

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

          "Default": any of the events specified in Section 10, whether or not
     any requirement for the giving of notice, the lapse of time, or both, or
     any other condition, has been satisfied.
<PAGE>
                                                                               9


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

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

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

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

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

          "Eurocurrency Base Rate": (a) with respect to each day during each
     Interest Period pertaining to a Eurodollar Loan, or a Multicurrency Loan or
     CAF Advance denominated in any currency other than Pounds Sterling, the
     rate per annum determined by the Administrative Agent to be the offered
     rate for deposits in the applicable currency with a term comparable to such
     Interest Period that appears on the applicable Telerate Page at
     approximately 11:00 A.M., London time, two Business Days prior to the
     beginning of such Interest Period; provided, however, that if at any time
     for any reason such offered rate for any such currency does not appear on a
     Telerate Page, "Eurocurrency Base Rate" shall mean, with respect to each
     day during each Interest Period pertaining to a Loan denominated in such
     currency, the rate per annum equal to the average (rounded upward to the
     nearest 1/16th of 1%) of the respective rates notified to the
     Administrative Agent by each of the Reference Lenders as the rate at which
     such Reference Lender is offered deposits in such currency at or about
     11:00 A.M., London time, two Business Days prior to the beginning of such
     Interest Period in the London interbank market for delivery on the first
     day of such Interest Period for the number of days comprised therein; and
     (b) with respect to each day during each Interest Period pertaining to a
     Multicurrency Loan or CAF Advance denominated in Pounds Sterling, the rate
     per annum equal to the average (rounded upward to the nearest 1/16th of 1%)
     of the respective rates notified to the Administrative Agent by each of the
     Reference Lenders as the rate at which such Reference Lender is offered
     deposits in Pounds Sterling at or about 11:00 A.M., London time, two
     Business Days prior to the beginning of such Interest Period in the Paris
     interbank market for delivery on the first day of such Interest Period for
     the number of days comprised therein.
<PAGE>
                                                                              10



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

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

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

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

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

          "Excess Utilization Day": any day on which the sum of the Aggregate
     Total Outstandings of all Lenders, plus the Aggregate Total Outstandings of
     all Lenders under (and as defined in) the Existing Credit Agreement,
     exceeds, 33.33% of the aggregate amount of the Revolving Credit Commitments
     hereunder and the Revolving Credit Commitments under (and as defined in)
     the Existing Credit Agreement (or, in each case, with respect to any day
     after termination of such Revolving Credit Commitments, 33.33% of the
     aggregate amount of such Revolving Credit Commitments in effect on the date
     immediately prior to the date on which such Revolving Credit Commitments
     terminated).

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



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

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

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

          "Fee Commencement Date":  the Closing Date.

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

          "Five-Year Credit Facility": as defined in the recitals hereto.

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

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

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

          "Funding Commitment Percentage": as at any date of determination
     (after giving effect to the making and payment of any Loans made on such
     date pursuant to subsection 2.16), with respect to any Lender, that
     percentage which the Available Revolving Credit Commitment of such Lender
     then constitutes of the Aggregate Available Revolving Credit Commitments.
<PAGE>
                                                                              12



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

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

          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
     any obligation of (a) the guaranteeing person or (b) another Person
     (including, without limitation, any bank under any letter of credit) to
     induce the creation of which the guaranteeing person has issued a
     reimbursement, counterindemnity or similar obligation, in either case
     guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations (the "primary obligations") of any other unrelated
     third Person (the "primary obligor") in any manner, whether directly or
     indirectly, including, without limitation, any obligation of the
     guaranteeing person, whether or not contingent, (i) to purchase any such
     primary obligation or any property constituting direct or indirect security
     therefor, (ii) to advance or supply funds (1) for the purchase or payment
     of any such primary obligation or (2) to maintain working capital or equity
     capital of the primary obligor or otherwise to maintain the net worth or
     solvency of the primary obligor, (iii) to purchase property, securities or
     services primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to make payment of
     such primary obligation or (iv) otherwise to assure or hold harmless the
     owner of any such primary obligation against loss in respect thereof;
     provided, however, that the term Guarantee Obligation shall not include
     endorsements of instruments for deposit or collection in the ordinary
     course of business. The amount of any Guarantee Obligation of any
     guaranteeing person shall be deemed to be the lower of (a) an amount equal
     to the stated or determinable amount of the primary obligation in respect
     of which such Guarantee Obligation is made and (b) the maximum amount for
     which such guaranteeing person may be liable pursuant to the terms of the
     instrument embodying such Guarantee Obligation, unless such primary
     obligation and the maximum amount for which such guaranteeing person may be
     liable are not stated or determinable, in which case the amount of such
     Guarantee Obligation shall be such guaranteeing person's reasonably
     anticipated liability in respect thereof as determined by the Borrower in
     good faith.

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

          "Indebtedness": of any Person at any date, without duplication, (a)
     all indebtedness of such Person for borrowed money, (b) all obligations of
     such Person for the deferred purchase price of property or services (other
<PAGE>
                                                                              13



     than current trade liabilities incurred in the ordinary course of such
     Person's business and payable in accordance with customary practices and
     earn-outs and other similar obligations in respect of acquisition and other
     similar agreements), (c) all obligations of such Person evidenced by notes,
     bonds, debentures or other similar instruments, (d) all indebtedness
     created or arising under any conditional sale or other title retention
     agreement with respect to property acquired by such Person (even though the
     rights and remedies of the seller or lender under such agreement in the
     event of default are limited to repossession or sale of such property), (e)
     all Capital Lease Obligations of such Person, (f) all obligations of such
     Person, contingent or otherwise, as an account party or applicant under or
     in respect of acceptances, letters of credit, surety bonds or similar
     arrangements, (g) the liquidation value of all redeemable preferred Capital
     Stock of such Person, (h) all indebtedness of such Person, determined in
     accordance with GAAP, arising out of a Receivables Transaction, (i) all
     Guarantee Obligations of such Person in respect of obligations of the kind
     referred to in clauses (a) through (h) above, (j) all obligations of the
     kind referred to in clauses (a) through (i) above secured by (or for which
     the holder of such obligation has an existing right, contingent or
     otherwise, to be secured by) any Lien on property (including accounts and
     contract rights) owned by such Person, whether or not such Person has
     assumed or become liable for the payment of such obligation, and (k) for
     the purposes of Section 10(d) only, all obligations of such Person in
     respect of Hedge Agreements. The Indebtedness of any Person shall include
     the Indebtedness of any other entity (including any partnership in which
     such Person is a general partner) to the extent such Person is liable
     therefor as a result of such Person's ownership interest in or other
     relationship with such entity, except to the extent the terms of such
     Indebtedness expressly provide that such Person is not liable therefor.

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

          "Insolvent": pertaining to a condition of Insolvency.

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

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

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

               (ii) thereafter, each period commencing on the last day of the
          next preceding Interest Period applicable to such Eurodollar Loan or
<PAGE>
                                                                              14



          Multicurrency Loan and ending one, two, three, six or nine months
          thereafter, as selected by the Borrower by irrevocable notice to the
          Administrative Agent not less than three Business Days prior to the
          last day of the then current Interest Period with respect thereto;

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

               (1) if any Interest Period would otherwise end on a day that is
          not a Business Day, such Interest Period shall be extended to the next
          succeeding Business Day unless the result of such extension would be
          to carry such Interest Period into another calendar month in which
          event such Interest Period shall end on the immediately preceding
          Business Day;

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

               (3) any Interest Period that begins on the last Business Day of a
          calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of a calendar month; and

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

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

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

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

          "L/C Commitment": $400,000,000.

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

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

          "L/C Participants": the collective reference to all the Lenders other
     than the Issuing Lender.
<PAGE>
                                                                              15



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

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

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

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

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

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

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

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

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

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

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

          "Local Currency Facility Addendum": a Local Currency Facility Addendum
     received by the Administrative Agent, substantially in the form of Exhibit
     I, and conforming to the requirements of Section 4.
<PAGE>
                                                                              16



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

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

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

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

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

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

          "Majority Lenders": (a) at any time prior to the termination of the
     Revolving Credit Commitments, Lenders, the Revolving Credit Commitment
     Percentages of which aggregate more than 50%; and (b) at any time after the
     termination of the Revolving Credit Commitments, Lenders whose Aggregate
     Total Outstandings aggregate more than 50% of the Aggregate Total
     Outstandings of all Lenders; provided that for purposes of this definition,
     the Aggregate Total Outstandings of each Lender shall be adjusted upward or
     downward so as to give effect to any participations or assignments effected
     pursuant to subsection 13.15.

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

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

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

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

          "Multicurrency Commitment": as to any Multicurrency Lender at any
     time, its obligation to make Multicurrency Loans to the Borrower in an
     aggregate amount in Available Foreign Currencies the Dollar Equivalent of
<PAGE>
                                                                              17



     which does not exceed at any time outstanding the amount set forth opposite
     such Multicurrency Lender's name in Schedule I under the heading
     "Multicurrency Commitment", as such amount may be reduced from time to time
     as provided in subsection 2.15 and the other applicable provisions hereof.

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

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

          "Multicurrency Loans": as defined in subsection 2.12.

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

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

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

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

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

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

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

          "Obligations": collectively, the unpaid principal of and interest on
     the Loans and all other obligations and liabilities of each Foreign
     Subsidiary Borrower under this Agreement and any Local Currency Facility
     and other Loan Documents to which it is a party (including, without
     limitation, interest accruing at the then applicable rate provided in this
<PAGE>
                                                                              18



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

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

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

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

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

          "Properties": as defined in subsection 6.14.

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

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

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

          "Rating Category": each of Rating I, Rating II, Rating III, Rating IV,
     Rating V and Rating VI.
<PAGE>
                                                                              19



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

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

          Rating I         greater than or                 greater than or
                           equal to A-                     equal to A3

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

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

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

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

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


          ; provided, that (i) if on any day the Ratings of the Rating Agencies
          do not fall in the same Rating Category, and the lower of such Ratings
          (i.e., the Rating Category designated by a numerically higher Roman
          numeral) is one Rating Category lower than the higher of such Ratings,
          then the Rating Category of the higher of such Ratings shall be
          applicable for such day, (ii) if on any day the Ratings of the Rating
          Agencies do not fall in the same Rating Category, and the lower of
          such Ratings is more than one Rating Category lower than the higher of
          such Ratings, then the Rating Category next higher from that of the
          lower of such Ratings shall be applicable for such day, (iii) if on
          any day the Rating of only one of the Rating Agencies is available,
          then the Rating Category of such Rating shall be applicable for such
          day and (iv) if on any day a Rating is available from neither of the
          Rating Agencies, then Rating VI shall be applicable for such day. Any
          change in the applicable Rating Category resulting from a change in
          the Rating of a Rating Agency shall become effective on the date such
          change is publicly announced by such Rating Agency.
<PAGE>
                                                                              20



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

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

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

          "Receivables Transaction Prepayment Amount": with respect to the
     initial transfer of Receivables pursuant to any Receivables Transaction, an
     amount equal to 100% of the gross proceeds in cash of such Receivables
     Transaction, net of (i) reasonable attorneys' fees, accountants' fees,
     brokerage, consultant and other customary fees, underwriting commissions
     and other reasonable fees and expenses actually incurred in connection with
     such Receivables Transaction, (ii) taxes paid or reasonably estimated to be
     payable as a result thereof and (iii) in the case of any Receivables
     Transaction, any escrowed or pledged cash proceeds which effectively
     secure, or are required to be maintained as reserves by the applicable
     entity for, the Indebtedness of the Borrower and its Subsidiaries in
     respect of, or the obligations of the Borrower and its Subsidiaries under,
     such Receivables Transaction.

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

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

          "Refunding Date": as defined in subsection 2.4.

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

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

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

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

          "Requested Local Currency Loans":  as defined in subsection 2.16(b).
<PAGE>
                                                                              21



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

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

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

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

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

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

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

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

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

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

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

          "Subsidiary": as to any Person, a corporation, partnership or other
     entity of which shares of stock or other ownership interests having
     ordinary voting power (other than stock or such other ownership interests
     having such power only by reason of the happening of a contingency) to
     elect a majority of the board of directors or other managers of such
     corporation, partnership or other entity are at the time owned, or the
     management of which is otherwise controlled, directly or indirectly through
     one or more intermediaries, or both, by such Person. Unless otherwise
     qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
     Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.
<PAGE>
                                                                              22



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

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

          "Swingline Loans": as defined in subsection 2.3.

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

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

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

          "Termination Date":  May 30, 2003.

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

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

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

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

          "Utilization Fee Rate": .125% per annum for Rating Categories I, II,
     III and IV; .250% for Rating Category V and .375% for Rating Category VI.

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

     (b)  As used herein and in any Notes, and any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its Subsidiaries not defined in subsection 1.1 and accounting terms partly
defined in subsection 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.
<PAGE>
                                                                              23



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

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


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

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

     (b)  The Revolving Credit Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the
Borrower and notified to the Administrative Agent in accordance with subsections
2.2 and 3.2, provided that no Revolving Credit Loan shall be made as a
Eurodollar Loan after the day that is one month prior to the Termination Date.

     2.2 Procedure for Revolving Credit Borrowing. The Borrower may borrow under
the Revolving Credit Commitments during the Commitment Period on any Business
Day, provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 10:00
A.M., New York City time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving Credit Loans are
to be initially Eurodollar Loans or (b) on the requested Borrowing Date,
otherwise), in each case specifying (i) the amount to be borrowed, (ii) the
requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar
Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be
entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the
length of the initial Interest Period therefor. Each borrowing under the
Revolving Credit Commitments (other than a borrowing under subsections 2.4, 2.16
and 5.5) shall be in an amount equal to (x) in the case of ABR Loans, $5,000,000
or a whole multiple of $1,000,000 in excess thereof (or, if the Aggregate
Available Revolving Credit Commitments are less than $1,000,000, such lesser
amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender thereof.
Prior to 11:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower, each Lender will make an amount equal to its Funding Commitment
Percentage of the principal amount of the Revolving Credit Loans requested to be
made on such Borrowing Date
<PAGE>
                                                                              24


available to the Administrative Agent for the account of the Borrower at the New
York office of the Administrative Agent specified in subsection 13.2 in funds
immediately available to the Administrative Agent. Except as otherwise provided
in subsection 2.16, such borrowing will then be made available to the Borrower
by the Administrative Agent crediting the account of the Borrower on the books
of such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

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

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

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

     (b) The Swingline Lender, at any time and from time to time in its sole and
absolute discretion may, on behalf of the Borrower (which hereby irrevocably
directs the Swingline Lender to act on its behalf), on one Business Day's notice
given by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Lender (including the Swingline Lender in its capacity as a Lender
having a Revolving Credit Commitment) to make, and each Lender hereby agrees to
make, a Revolving Credit Loan that is an ABR Loan, in an amount equal to such
Lender's Revolving Credit Commitment Percentage of the aggregate
<PAGE>
                                                                              25


amount of the Swingline Loans (the "Refunded Swingline Loans") outstanding on
the date of such notice, to repay the Swingline Lender. Each Lender shall make
the amount of such Revolving Credit Loan available to the Administrative Agent
at the New York office of the Administrative Agent specified in subsection 13.2
in immediately available funds, not later than 10:00 A.M., New York City time,
one Business Day after the date of such notice. The proceeds of such Revolving
Credit Loans shall be immediately made available by the Administrative Agent to
the Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline
Lender to charge the Borrower's accounts with the Administrative Agent (up to
the amount available in each such account) in order to immediately pay the
amount of such Refunded Swingline Loans to the extent amounts received from the
Lenders are not sufficient to repay in full such Refunded Swingline Loans if
such deficiency is not otherwise reimbursed by the Borrower on the Business Day
following a written request for such reimbursement to the Borrower by the
Swingline Lender.

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

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

     (e) Each Lender's obligation to make the Loans referred to in subsection
2.4(b) and to purchase participating interests pursuant to subsection 2.4(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 7; (iii) any adverse
change in the condition (financial or otherwise) of the Borrower; (iv) any
breach of this Agreement or any other Loan Document by the Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.
<PAGE>
                                                                              26


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

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

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

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

     2.8  CAF Advances. Subject to the terms and conditions of this Agreement,
the Borrower may borrow CAF Advances from time to time on any Business Day
during the CAF Advance Availability Period. LIBO Rate CAF Advance may be
denominated in Dollars or any other available and freely-convertible
eurocurrency acceptable to the bidding Lender, and Fixed Rate CAF Advances shall
be denominated in Dollars. CAF Advances may be borrowed in amounts such that the
amount of Aggregate Total Outstandings of all Lenders at any time shall not
exceed the Aggregate Revolving Credit Commitments at such time. Within the
limits and on the conditions hereinafter set forth with respect to CAF Advances,
the Borrower from time to time may borrow, repay and reborrow CAF Advances.
<PAGE>
                                                                              27



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

     (b) In the case of a LIBO Rate CAF Advance Request, upon receipt of notice
from the Administrative Agent of the contents of such CAF Advance Request, each
Lender may elect, in its sole discretion, to offer irrevocably to make one or
more CAF Advances at the applicable Eurocurrency Rate plus (or minus) a margin
determined by such Lender in its sole discretion for each such CAF Advance. Any
such irrevocable offer shall be made by delivering a CAF Advance Offer to the
Administrative Agent, before 10:30 A.M. (New York City time) on the day that is
three Business Days before the proposed Borrowing Date, setting forth:

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

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

The Administrative Agent shall advise the Borrower before 11:00 A.M. (New York
City time) on the date which is three Business Days before the proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. If
the Administrative Agent, in its capacity as a Lender, shall elect, in its sole
discretion, to make any such CAF Advance Offer, it shall advise the Borrower of
the contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on
the date which is three Business Days before the proposed Borrowing Date.
<PAGE>
                                                                              28



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

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

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

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

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

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

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

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

          (i) the amount of CAF Advances accepted for each CAF Advance Maturity
     Date specified by any Lender in its CAF Advance Offer shall not exceed the
     maximum amount for such CAF Advance Maturity Date specified in such CAF
     Advance Offer;
<PAGE>
                                                                              29


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

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

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

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

     (g) If the Borrower accepts pursuant to subsection 2.9(d)(ii) one or more
of the offers made by any Lender or Lenders, the Administrative Agent promptly
shall notify each Lender which has made such an offer of (i) the aggregate
amount of such CAF Advances to be made on such Borrowing Date for each CAF
Advance Maturity Date and (ii) the acceptance or rejection of any offers to make
such CAF Advances made by such Lender. Before 12:00 Noon (New York City time) on
the Borrowing Date specified in the applicable CAF Advance Request (in the case
of CAF Advances denominated in Dollars) and before the funding time for the
relevant currency from time to time specified by the Administrative Agent by
notice to the Lenders (in the case of CAF Advances denominated in any currency
other than Dollars), each
<PAGE>
                                                                              30



Lender whose CAF Advance Offer has been accepted shall make available to the
Administrative Agent the amount of CAF Advances to be made by such Lender, in
immediately available funds, at the funding office for the relevant currency
specified from time to time by the Administrative Agent by notice to the
Lenders. The Administrative Agent will make such funds available to the Borrower
as soon as practicable on such date at such office of the Administrative Agent.
As soon as practicable after each Borrowing Date, the Administrative Agent shall
notify each Lender of the aggregate amount of CAF Advances advanced on such
Borrowing Date and the respective CAF Advance Maturity Dates thereof.

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

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

     2.12 Multicurrency Commitments. Subject to the terms and conditions hereof,
each Multicurrency Lender severally agrees to make revolving credit loans (each,
a "Multicurrency Loan") in any Available Foreign Currency to the Borrower from
time to time during the Commitment Period so long as after giving effect thereto
(a) the Available Multicurrency Commitment of each Multicurrency Lender is
greater than or equal to zero, (b) the aggregate outstanding principal amount of
Multicurrency Loans, plus (x) the aggregate outstanding principal amount of
Local Currency Loans and (y) the aggregate outstanding amount of L/C Obligations
attributable to Letters of Credit denominated in any currency other than
Dollars, does not exceed an amount the Dollar Equivalent of which is
$400,000,000 and (c) the Aggregate Total Outstandings of all Lenders do not
exceed the Aggregate Revolving Credit Commitments. During the Commitment Period,
the Borrower may use the Multicurrency Commitments by borrowing, repaying the
Multicurrency Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. Any Multicurrency Lender may cause its
Multicurrency Loans to be made by any branch, affiliate or international banking
facility of such Multicurrency Lender, provided, that such Multicurrency Lender
shall remain responsible for all of its obligations hereunder and no additional
taxes, costs or other burdens shall be imposed upon the Borrower or the
Administrative Agent as a result thereof.

     2.13 Repayment of Multicurrency Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each
Multicurrency Lender the then unpaid principal amount of each Multicurrency Loan
<PAGE>
                                                                              31



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

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

     2.15 Termination or Reduction of Multicurrency Commitments. The Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent (which shall give prompt notice thereof to each
Multicurrency Lender), to terminate the Multicurrency Commitments or, from time
to time, to reduce the amount of the Multicurrency Commitments; provided that no
such termination or reduction shall be permitted if, after giving effect thereto
and to any prepayments of the Loans made on the effective date thereof, the
Available Multicurrency Commitment of any Multicurrency Lender would be less
than zero. Any such reduction shall be in an amount equal to U.S. $1,000,000 or
a whole multiple of U.S. $100,000 in excess thereof and shall reduce permanently
the Multicurrency Commitments then in effect.

     2.16 Borrowings of Revolving Credit Loans and Refunding of Loans. (a) If on
any Borrowing Date on which the Borrower has requested the Multicurrency Lenders
to make Multicurrency Loans (the "Requested Multicurrency Loans"), (i) the
aggregate principal amount of the Requested Multicurrency Loans exceeds the
Aggregate Available Multicurrency Commitments on such Borrowing Date (before
giving effect to the making and payment of any Loans required to be made
pursuant to this subsection 2.16 on such Borrowing Date) and, (ii) the Dollar
Equivalent of the amount of such excess is less than or equal to the aggregate
Available Revolving Credit Commitments of all Non-Multicurrency Lenders (before
giving effect to the making and payment of any Loans pursuant to this subsection
2.16 on such Borrowing Date), each Non-Multicurrency Lender shall make a
Revolving Credit Loan to the Borrower on such Borrowing Date, and the proceeds
of such Revolving Credit Loans shall be simultaneously applied to repay
outstanding Revolving Credit Loans, Local Currency Loans and/or
<PAGE>
                                                                              32



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

     (b) Subject to the limitations on borrowings contained in a given Local
Currency Facility, if on any Borrowing Date on which a Foreign Subsidiary
Borrower has requested Local Currency Lenders to make Local Currency Loans (the
"Requested Local Currency Loans") under a Local Currency Facility to which such
Foreign Subsidiary Borrower and Local Currency Lenders are parties, (i) the
aggregate principal amount of the Requested Local Currency Loans (A) exceeds the
aggregate available amount of the commitments of such Local Currency Lenders
under such Local Currency Facility on such Borrowing Date (before giving effect
to the making and payment of any Revolving Credit Loans required to be made
pursuant to this subsection 2.16 on such Borrowing Date) or (B) together with
the aggregate then outstanding principal amount of Multicurrency Loans and the
aggregate outstanding amount of L/C Obligations attributable to Letters of
Credit denominated in any currency other than Dollars, would exceed an amount of
which the Dollar Equivalent is $400,000,000, (ii) after giving effect to the
Requested Local Currency Loans, the Dollar Equivalent of the aggregate
outstanding principal amount of Local Currency Loans of such Foreign Subsidiary
Borrower will be less than or equal to the aggregate commitments of such Local
Currency Lenders under such Local Currency Facility and (iii) the Dollar
Equivalent of the amount of the excess described in clause (i) above is less
than or equal to the Aggregate Available Revolving Credit Commitments of all
Lenders other than such Local Currency Lenders (before giving effect to the
making and payment of any Revolving Credit Loans pursuant to this subsection
2.16 on such Borrowing Date), each such other Lender shall make a Revolving
Credit Loan to the Borrower, on such Borrowing Date, and the proceeds of such
Revolving Credit Loans shall be simultaneously applied to repay outstanding
Revolving Credit Loans, Multicurrency Loans and/or Local Currency Loans of such
Local Currency Lenders (as directed by the Borrower) in each case in amounts
such that, after giving effect to (1) such borrowings and repayments and (2) the
borrowing from such Local Currency Lenders of the Requested Local Currency
<PAGE>
                                                                              33



Loans, the Committed Outstandings Percentage of each Lender will equal (as
nearly as possible) its Revolving Credit Commitment Percentage and the Dollar
Equivalent of the aggregate outstanding principal amount of Multicurrency Loans
and Local Currency Loans will not exceed $400,000,000. To effect such borrowings
and repayments, (x) not later than 12:00 Noon, New York City time, on such
Borrowing Date, the proceeds of such Revolving Credit Loans shall be made
available by each such other Lender to the Administrative Agent at its New York
office specified in subsection 13.2 in Dollars and in immediately available
funds and the Administrative Agent shall apply the proceeds of such Revolving
Credit Loans toward the repayment of outstanding Revolving Credit Loans,
Multicurrency Loans and/or Local Currency Loans of such Local Currency Lenders
(as directed by the Borrower) and (y) concurrently with the repayment of such
Revolving Credit Loans on such Borrowing Date, (I) such Local Currency Lenders
shall, in accordance with the applicable provisions hereof, make the Requested
Local Currency Loans in an aggregate amount equal to the amount so requested by
such Foreign Subsidiary Borrower and (II) the relevant Foreign Subsidiary
Borrower shall pay to the Administrative Agent for the account of the Lenders
whose Loans to such Borrower are repaid on such Borrowing Date pursuant to this
subsection 2.16 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 3.11 in
connection with such repayment.

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


                          SECTION 3. CERTAIN PROVISIONS
                             APPLICABLE TO THE LOANS

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

     (b) The Borrower may at any time and from time to time prepay, without
premium or penalty (other than any amounts payable pursuant to subsection 3.11
if such prepayment is of Multicurrency Loans and is made on a day other than the
last day of the Interest Period with respect thereto), the Multicurrency Loans,
in whole or in part, upon at least three Business Days' irrevocable notice to
the Administrative Agent specifying the date and amount of prepayment. Upon the
receipt of any such notice, the Administrative Agent shall promptly notify each
Multicurrency Lender thereof. If any such notice is given, the amount specified
in such notice shall be due and payable on the date specified therein. Partial
prepayments of Multicurrency Loans shall be in an aggregate principal amount the
Dollar Equivalent of which is at least $1,000,000 or an integral multiple of
$100,000 in excess thereof.
<PAGE>
                                                                              34



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

          (ii) If, at any time during the Commitment Period, for any reason
     either (1) the Aggregate Total Outstandings of all Multicurrency Lenders
     exceed the Aggregate Revolving Credit Commitments of the Multicurrency
     Lenders, (2) the Aggregate Multicurrency Outstandings exceed the aggregate
     Multicurrency Commitments, (3) the sum of the Aggregate Multicurrency
     Outstandings plus the Dollar Equivalent of (x) the aggregate outstanding
     principal amount of Local Currency Loans and (y) the aggregate outstanding
     amount of L/C Obligations attributable to Letters of Credit denominated in
     currencies other than Dollars, exceeds the aggregate Multicurrency
     Commitments or (4) the Dollar Equivalent of all L/C Obligations
     attributable to Letters of Credit denominated in currencies other than
     Dollars shall exceed, in the aggregate, $200,000,000, the Borrower shall,
     without notice or demand, immediately prepay the Revolving Credit Loans
     and/or the Multicurrency Loans and/or Local Currency Loans and/or cash
     collateralize the L/C Obligations in amounts such that any such excess is
     eliminated.

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

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

     (d) If a Receivables Transaction is consummated on any date, on the next
Business Day, the Borrower shall prepay the Revolving Credit Loans (or at the
option of the Borrower, the Revolving Credit Loans under the Existing Credit
Agreement), Multicurrency Loans (or at the option of the Borrower, the
Multicurrency Loans under the Existing Credit Agreement), Local Currency Loans
(or at the option of the Borrower, the Local Currency Loans under the Existing
Credit Agreement) and/or cash collateralize the L/C Obligations in an aggregate
amount equal to the Receivables Transaction Prepayment Amount in respect of such
Receivables Transaction.

     3.2  Conversion and Continuation Options. (a) The Borrower may elect from
time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election. The Borrower may elect from
<PAGE>
                                                                              35



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

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

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

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

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

     (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR
plus the Applicable Margin.
<PAGE>
                                                                              36



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

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

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

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

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

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

     (c) If any Reference Lender shall for any reason no longer have a
Commitment or any Loans, such Reference Lender shall thereupon cease to be a
Reference Lender, and if, as a result, there shall only be one Reference Lender
remaining, the Administrative Agent (after consultation with the Lenders and
with the consent of the Borrower (which consent shall not be unreasonably
withheld)) shall, by notice to the Borrower and the Lenders, designate another
Lender as a Reference Lender so that there shall at all times be at least two
Reference Lenders.
<PAGE>
                                                                              37



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

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

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

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

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

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

     (b) Except as provided in subsection 2.16, each borrowing by the Borrower
of Revolving Credit Loans from the Lenders hereunder shall be made pro rata
according to the Funding Commitment Percentages of the Lenders in effect on the
date of such borrowing. Each payment by the Borrower on account of any facility
fee hereunder and any reduction of the Revolving Credit Commitments of the
Lenders shall be allocated by the Administrative Agent among the Lenders pro
rata according to the Revolving Credit Commitment Percentages of the Lenders.
<PAGE>
                                                                              38



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

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

     (d) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its share of such borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative
<PAGE>
                                                                              39



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

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

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

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

          (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
<PAGE>
                                                                              40



     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurocurrency Rate; or

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

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

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

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

     3.10 Taxes. (a) All payments made by the Borrower under any Loan Document
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes
<PAGE>
                                                                              41


(imposed in lieu of net income taxes) imposed on the Administrative Agent or any
Lender as a result of a present or former connection between the Administrative
Agent or such Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Administrative Agent or
such Lender having executed, delivered or performed its obligations or received
a payment under, or enforced, any Loan Document). If any such non-excluded
taxes, levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Administrative Agent or any Lender hereunder or under any Loan Document, the
amounts so payable to the Administrative Agent or such Lender shall be increased
to the extent necessary to yield to the Administrative Agent or such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in such Loan
Document, provided, however, that the Borrower shall not be required to increase
any such amounts payable to any Lender that is not organized under the laws of
the United States of America or a state thereof if such Lender fails to comply
with the requirements of paragraph (b) of this subsection. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure. The agreements in this subsection shall
survive the termination of this Agreement and each other Loan Document and the
payment of the Loans and all other amounts payable hereunder and thereunder.

     (b) Each Lender (or Transferee) that is not a citizen or resident of the
United States of America, a corporation, partnership or other entity created or
organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit J and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to any Loan Document (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
<PAGE>
                                                                              42



adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

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

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

     3.12 Change of Lending Office; Removal of Lender. Each Lender agrees that
if it makes any demand for payment under subsection 3.9 or 3.10(a), or if any
adoption or change of the type described in subsection 3.8 shall occur with
respect to it, (i) it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under subsection 3.9 or
3.10(a), or would eliminate or reduce
<PAGE>
                                                                              43



the effect of any adoption or change described in subsection 3.8 or (ii) it
will, upon at least five Business Days' notice from the Borrower to such Lender
and the Administrative Agent, assign, pursuant to and in accordance with the
provisions of subsection 13.6(c), to one or more Assignees designated by the
Borrower all, but not less than all, of such Lender's rights and obligations
hereunder (other than rights in respect of such Lender's outstanding CAF
Advance), without recourse to or warranty by, or expense to, such Lender, for a
purchase price equal to the outstanding principal amount of each Revolving
Credit Loan then owing to such Lender plus any accrued but unpaid interest
thereon and any accrued but unpaid facility fees and utilization fees owing
thereto and, in addition, all additional costs and reimbursements, expense
reimbursements and indemnities, if any, owing in respect of such Lender's
Commitment hereunder at such time (including any amount that would be payable
under subsection 3.11 if such assignment were, instead, a prepayment in full of
all amounts owing to such Lender) shall be paid to such Lender.

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

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

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

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

     (e) The Borrower agrees that, upon the request to the Administrative Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
<PAGE>
                                                                              44



note of the Borrower evidencing the CAF Advances of such Lender, substantially
in the form of Exhibit B with appropriate insertions (a "CAF Advance Note").

                      SECTION 4. LOCAL CURRENCY FACILITIES

     4.1  Terms of Local Currency Facilities. (a) Subject to the provisions of
this Section 4, the Borrower may in its discretion from time to time designate
any Subsidiary of the Borrower organized under the laws of any jurisdiction
outside the United States as a "Foreign Subsidiary Borrower" and any Qualified
Credit Facility to which such Foreign Subsidiary Borrower and any one or more
Lenders (or its Affiliates, agencies or branches) is a party as a "Local
Currency Facility", with the consent of each such Lender in its sole discretion,
by delivering a Local Currency Facility Addendum to the Administrative Agent and
the Lenders (through the Administrative Agent) executed by the Borrower, each
such Foreign Subsidiary Borrower and each such Lender, provided, that on the
effective date of such designation no Event of Default shall have occurred and
be continuing. Concurrently with the delivery of a Local Currency Facility
Addendum, the Borrower or the relevant Foreign Subsidiary Borrower shall furnish
to the Administrative Agent copies of all documentation executed and delivered
by such Foreign Subsidiary Borrower in connection therewith, together with, if
applicable, an English translation thereof. Except as otherwise provided in this
Section 4 or in the definition of "Qualified Credit Facility" in subsection 1.1,
the terms and conditions of each Local Currency Facility shall be determined by
mutual agreement of the relevant Foreign Subsidiary Borrower(s) and Local
Currency Lender(s). The documentation governing each Local Currency Facility
shall (i) contain an express acknowledgement that such Local Currency Facility
shall be subject to the provisions of this Section 4, (ii) if more than one
Lender is a party thereto, designate a Local Currency Facility Agent for such
Local Currency Facility and (iii) include an opinion of counsel reasonably
satisfactory to the Administrative Agent from the jurisdiction in which such
Local Currency Facility is established that the documentation governing such
Local Currency Facility is enforceable in accordance with its terms. Each of the
Borrower and, by agreeing to any Local Currency Facility designation as
contemplated hereby, each relevant Local Currency Lender (if any) party thereto
which is an Affiliate, branch or agency of a Lender, acknowledges and agrees
that each reference in this Agreement to any Lender shall, to the extent
applicable, be deemed to be a reference to such Local Currency Lender. In the
event of any inconsistency between the terms of this Agreement and the terms of
any Local Currency Facility, the terms of this Agreement shall prevail.

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

     (c)  Except as otherwise required by applicable law, in no event shall the
Local Currency Lenders party to a Local Currency Facility have the right to
accelerate the Local Currency Loans outstanding thereunder, or to terminate
their commitments (if any) to make such Local Currency Loans prior to the
earlier of the stated termination date in respect thereof or the
<PAGE>
                                                                              45



Termination Date, except, in each case, in connection with an acceleration of
the Loans or a termination of the Commitments pursuant to Section 10 hereof,
provided, that nothing in this paragraph (c) shall be deemed to require any
Local Currency Lender to make a Local Currency Loan if the applicable conditions
precedent to the making of such Local Currency Loan set forth in the
documentation governing the relevant Local Currency Facility have not been
satisfied. No Local Currency Loan may be made under a Local Currency Facility if
(i) after giving effect thereto, the conditions precedent in subsection 7.2
hereof would not be satisfied or (ii) after giving effect to the making of such
Local Currency Loan and the simultaneous application of the proceeds thereof,
(A) the Aggregate Total Outstandings of all Lenders at any time exceeds the
Aggregate Revolving Credit Commitments or (B) the Dollar Equivalent of the
aggregate outstanding principal amount of Multicurrency Loans, Local Currency
Loans and L/C Obligations attributable to Letters of Credit denominated in any
currency other than Dollars would exceed $400,000,000.

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

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

     4.2 Reporting of Local Currency Outstandings. (a) On the date of the making
of any Local Currency Loan having a maturity of 30 or more days to a Foreign
Subsidiary Borrower and on the last Business Day of each month on which a
Foreign Subsidiary Borrower has any outstanding Local Currency Loans, the Local
Currency Facility Agent for such Foreign Subsidiary Borrower, shall deliver to
the Administrative Agent a Notice of Local Currency Outstandings and the
Administrative Agent shall deliver a copy of such Notice of Local Currency
Outstandings to the Lenders. The Administrative Agent will, at the request of
any Local Currency Facility Agent, advise such Local Currency Facility Agent of
the Exchange Rate used by the Administrative Agent in calculating the Dollar
Equivalent of Local Currency Loans under the related Local Currency Facility on
any date.
<PAGE>
                                                                              46



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


                          SECTION 5. LETTERS OF CREDIT

     5.1  L/C Commitment. (a) Subject to the terms and conditions hereof, the
Issuing Lender, in reliance on the agreements of the other Lenders set forth in
subsection 5.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Borrower on any Business Day during the Commitment Period in
such form as may be approved from time to time by the Issuing Lender; provided
that the Issuing Lender shall have no obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit
Commitments would be less than zero or (iii) the Dollar Equivalent of the
aggregate outstanding principal amount of Multicurrency Loans, Local Currency
Loans and L/C Obligations attributable to Letters of Credit denominated in any
currency other than Dollars would exceed $400,000,000. Each Letter of Credit
shall (i) be denominated in Dollars or any Available Foreign Currency or any
other currency acceptable to the Issuing Lender (provided, that the Dollar
Equivalent of all L/C Obligations attributable to Letters of Credit denominated
in currencies other than Dollars shall not exceed, in the aggregate,
$200,000,000), (ii) have a face amount of at least $1,000,000 (unless otherwise
agreed by the Issuing Lender) and (iii) expire no later than the date that is
five Business Days prior to the Termination Date.

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

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

     5.3  Fees and Other Charges. (a) The Borrower will pay a fee on the average
daily undrawn and unexpired amount of all outstanding Letters of Credit at a per
<PAGE>
                                                                              47



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

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

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

     (b) If any amount required to be paid by any L/C Participant to the Issuing
Lender pursuant to subsection 5.4(a) in respect of any unreimbursed portion of
any payment made by the Issuing Lender under any Letter of Credit is paid to the
Issuing Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to the Issuing Lender on demand an amount equal
to the product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to subsection
5.4(a) is not made available to the Issuing Lender by such L/C Participant
within three Business Days after the date such payment is due, the Issuing
Lender shall be entitled to recover from such L/C Participant, on demand, such
amount with interest thereon
<PAGE>
                                                                              48



calculated from such due date at the rate per annum applicable to ABR Loans. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

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

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

     5.6 Obligations Absolute. The Borrower's obligations under this Section 5
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against the Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. The Borrower also agrees with the Issuing Lender
that the Issuing Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations under subsection 5.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
<PAGE>
                                                                              49



omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender to the Borrower.

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

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

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


                    SECTION 6. REPRESENTATIONS AND WARRANTIES

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

     6.1 Financial Condition. The consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at December 31, 2001 and December 31, 2000 and
<PAGE>
                                                                              50




the related consolidated statements of operations and of cash flows for the
fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of
which have heretofore been furnished to each Lender, are complete and correct
and present fairly the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such dates, and the consolidated results of
their operations and their consolidated cash flows for the fiscal years then
ended. The unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at March 31, 2002 or, if later and prior to the
Signing Date, the date of the Borrower's most recent publicly available Form
10-Q and the related unaudited consolidated statements of operations and of cash
flows for the fiscal period ended on such date, certified by a Responsible
Officer, copies of which have heretofore been furnished to each Lender, are
complete and materially correct and present fairly (subject to normal year-end
audit adjustments) the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the fiscal period then ended.
All such annual financial statements, including the related schedules and notes
thereto, were, as of the date prepared, prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein). The quarterly financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X under
the Securities Act of 1933. Accordingly, such quarterly statements do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of the Borrower, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Neither the Borrower nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Guarantee Obligation, material contingent
liability or material liability for taxes, or any material long-term lease or
material unusual forward or long-term commitment, including, without limitation,
any interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.

     6.2  No Change. Since December 31, 2001 there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

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

     6.4  Corporate Power; Authorization; Enforceable Obligations. The Borrower
has the corporate power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party and to borrow hereunder and
has taken all necessary corporate action to authorize the borrowings on the
terms and conditions of this Agreement, any Notes and
<PAGE>
                                                                              51



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

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

     6.6 No Material Litigation. Except as disclosed in the Borrower's Form 10-K
dated December 31, 2001 or the Borrower's Form 10-Q dated March 31, 2002 or, if
later and prior to the Signing Date, the date of the Borrower's most recent
publicly available Form 10-Q, no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby, or (b) which could reasonably be expected to have a
Material Adverse Effect.

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

     6.8  Intellectual Property. Except as disclosed in the Borrower's Form 10-K
dated December 31, 2001 or the Borrower's Form 10-Q dated March 31, 2002 or, if
later and prior to the Signing Date, the date of the Borrower's most recent
publicly available Form 10-Q, the Borrower and each of its Subsidiaries owns, or
is licensed to use, all trademarks, tradenames, copyrights, technology, know-how
and processes necessary for the conduct of its business as currently conducted
except for those the failure to own or license which could not reasonably be
expected to have a Material Adverse Effect (the "Intellectual Property"). Except
as disclosed in the Borrower's Form 10-K dated December 31, 2001 or the
Borrower's Form 10-Q dated March 31, 2002 or, if later and prior to the Signing
Date, the date of the Borrower's most recent publicly available Form 10-Q, no
claim has been asserted and is pending by any Person
<PAGE>
                                                                              52


challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim, except for such claims
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect. Except as disclosed in the Borrower's Form 10-K dated December
31, 2001 or the Borrower's Form 10-Q dated March 31, 2002 or, if later and prior
to the Signing Date, the date of the Borrower's most recent publicly available
Form 10-Q, the use of such Intellectual Property by the Borrower and its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

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

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

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

     6.12 Investment Company Act; Other Regulations. The Borrower is not an
"investment company", or a company "controlled" by an "investment company",
within the
<PAGE>
                                                                              53



meaning of the Investment Company Act of 1940, as amended. The Borrower is not
subject to regulation under any Federal or State statute or regulation (other
than Regulation X of the Board) which limits its ability to incur Indebtedness.

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

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

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

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

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

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

     (e)  No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business.
<PAGE>
                                                                              54



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

     6.15 Disclosure. The statements and information contained herein and in any
of the information provided to the Administrative Agent or the Lenders in
writing (other than financial projections) in connection with this Agreement,
taken as a whole, do not contain any untrue statement of any material fact, or
omit to state a fact necessary in order to make such statements or information
not misleading in any material respect, in each case in light of the
circumstances under which such statements were made or information provided as
of the date so provided. The financial projections contained in the April 2002
Confidential Information Memorandum, furnished to the Administrative Agent and
the Lenders in writing in connection with this Agreement have been prepared in
good faith based upon assumptions which were reasonable when such projections
were made, it being acknowledged that such projections are subject to the
uncertainty inherent in all projections of future results and that there can be
no assurance that the results set forth in such projections will in fact be
realized.


                         SECTION 7. CONDITIONS PRECEDENT

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

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

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

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

     (d)  Repayment of Five-Year Credit Facility. All amounts (including
principal, interest and fees) due under the Five-Year Credit Facility shall have
been paid in accordance with the terms of the Five-Year Credit Facility, and all
commitments to extend credit thereunder shall have terminated.

     (e)  Legal Opinion. The Administrative Agent shall have received, with a
counterpart for each Lender, the executed legal opinion of counsel to the
Borrower (which opinion may be delivered in part by in-house counsel to the
Borrower), covering the matters set
<PAGE>
                                                                              55



forth in Exhibit G. Such legal opinion shall cover such other matters incident
to the transactions contemplated by this Agreement as the Administrative Agent
may reasonably require.

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

     (g)  Financial Statements; Pro Forma Projected Consolidated Capitalization.
The Lenders shall have received (i) satisfactory audited consolidated financial
statements of the Borrower and its consolidated Subsidiaries for the two most
recent fiscal years ended prior to the Closing Date as to which such financial
statements are available and (ii) satisfactory unaudited interim consolidated
financial statements of the Borrower and its consolidated Subsidiaries for each
quarterly period ended subsequent to the date of the latest financial statements
delivered pursuant to clause (i) of this paragraph as to which such financial
statements are available.

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

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

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

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

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


                        SECTION 8. AFFIRMATIVE COVENANTS

     The Borrower hereby agrees that, so long as the Commitments (or any of
them) remain in effect, any Letter of Credit is outstanding or any amount is
owing to any Lender or the Administrative Agent hereunder or under any other
Loan Document, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its Subsidiaries
to:
<PAGE>
                                                                              56



     8.1  Financial Statements. Furnish to each Lender:

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

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

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

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

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

     (a) concurrently with the delivery of the financial statements referred to
in subsections 8.1(a) and 8.1(b), a certificate of a Responsible Officer stating
that such Officer has obtained no knowledge of any Default or Event of Default
that has occurred and is continuing except as specified in such certificate, and
including calculations demonstrating compliance with subsection 9.1;
<PAGE>
                                                                              57



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

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

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

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

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

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

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

     (a) the occurrence of any Default or Event of Default;
<PAGE>
                                                                              58



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

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

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


                          SECTION 9. NEGATIVE COVENANTS

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

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

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

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

     (a)  Liens for taxes not yet due or which are being contested in good faith
by appropriate proceedings, provided that adequate reserves with respect thereto
are maintained on the books of the Borrower or its Subsidiaries, as the case may
be, in conformity with GAAP;
<PAGE>
                                                                              59



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

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

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

     (e) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the Borrower or such Subsidiary;

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

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

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

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

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

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

     (a) subject to Section 3.1(d), any Indebtedness pursuant to any Receivables
Transaction, except for Indebtedness pursuant to all Receivables Transactions in
an aggregate principal amount not exceeding 15% of Consolidated Tangible Assets;
or
<PAGE>
                                                                              60



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

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

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

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

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

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


                          SECTION 10. EVENTS OF DEFAULT

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

     (a)  The Borrower shall fail to pay any principal of any Loan or any
Reimbursement Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Loan, or any fee
or other amount payable
<PAGE>
                                                                              61


hereunder, within five days after any such interest or other amount becomes due
in accordance with the terms thereof or hereof; or

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

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

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

     (e)  (i) The Borrower or any of its Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which
<PAGE>
                                                                              62



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

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

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

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

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (e) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the request of the Majority Lenders, the
<PAGE>
                                                                              63



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


                             SECTION 11. THE AGENTS

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

     11.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.
<PAGE>
                                                                              64



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

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

     11.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.
<PAGE>
                                                                              65



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

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

     11.8 Administrative Agent in Its Individual Capacity. The Administrative
Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower as though the Administrative
Agent were not the
<PAGE>
                                                                              66



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

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

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


                              SECTION 12. GUARANTEE

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

     (b) No payment or payments made by the Borrower or any other Person or
received or collected by the Administrative Agent or any Lender from the
Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Borrower hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.
<PAGE>
                                                                              67



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

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

     12.3 Amendments, etc. with respect to the Obligations; Waiver of Rights.
The Borrower shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Borrower, and without notice to or further
assent by the Borrower, any demand for payment of any of the Obligations made by
the Administrative Agent or any Lender may be rescinded by the Administrative
Agent or such Lender, and any of the Obligations continued, and the Obligations,
or the liability of any other party upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent or any Lender, and any Loan Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, in accordance with
the provisions thereof as the Administrative Agent (or the requisite Lenders, as
the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. None of the Administrative Agent or any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for this Agreement or any
property subject thereto. When making any demand hereunder against the Borrower,
the Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on the Foreign Subsidiary Borrowers or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from a Foreign Subsidiary Borrower or any
such other
<PAGE>
                                                                              68



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

     12.4 Guarantee Absolute and Unconditional. The Borrower waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Administrative Agent or any Lender
upon this Agreement or acceptance of this Agreement; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon this Agreement; and
all dealings between the Foreign Subsidiary Borrowers and the Borrower, on the
one hand, and the Administrative Agent and the Lenders, on the other, shall
likewise be conclusively presumed to have been had or consummated in reliance
upon this Agreement. The Borrower waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon the Foreign
Subsidiary Borrowers and the Borrower with respect to the Obligations. This
Section 12 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of this Agreement, any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Foreign Subsidiary Borrowers against the
Administrative Agent or any Lender, (c) any law, regulation, decree or order of
any jurisdiction, or any other event, affecting the Obligations or any Lender's
rights with respect thereto, including, without limitation: (i) the application
of any such law, regulation, decree or order, including any prior approval,
which would prevent the exchange of a non-Dollar currency for Dollars or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars in any legal exchange market in such jurisdiction in accordance with
normal commercial practice; or (ii) a declaration of banking moratorium or any
suspension of payments by banks in such jurisdiction or the imposition by such
jurisdiction or any governmental authority thereof of any moratorium on the
required rescheduling or restructuring of, or required approval of payments on,
any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation,
nationalization or requisition by such country or any governmental authority
that directly or indirectly deprives the companies in such jurisdiction of any
payment obligation under the Obligations; or (iv) any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events
occurring in such jurisdiction which has the same effect as the events described
in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses
(i) through (iv) above, to the extent occurring or existing on or at any time
after the date of this Agreement), or (d) any other circumstance whatsoever
(with or without notice to or knowledge of the Foreign Subsidiary Borrowers or
the Borrower) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Foreign Subsidiary Borrowers for the
Obligations, or of the Borrower under this Section 12, in bankruptcy or in any
other instance. When pursuing its rights and remedies hereunder against the
Borrower, the Administrative Agent and any Lender may, but shall be under no
obligation to, pursue such rights and remedies as it may have against the
Foreign Subsidiary Borrowers or any other Person or against any collateral
security or guarantee for the Obligations or any right of
<PAGE>
                                                                              69


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

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

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

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


                            SECTION 13. MISCELLANEOUS

     13.1 Amendments and Waivers. (a) Except as provided in paragraphs (b) and
(c) of this subsection 13.1, neither this Agreement nor any other Loan Document,
nor any terms hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this subsection. The Majority Lenders may,
or, with the written consent of the Majority Lenders, the Administrative Agent
may, from time to time, (a) enter into with the Borrower written amendments,
supplements or modifications hereto and to the other Loan Documents for the
purpose of adding any provisions to this Agreement or the other Loan Documents
or changing in any manner the rights of the Lenders or of the Borrower hereunder
<PAGE>
                                                                              70



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

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

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

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

     13.2 Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile
transmission) and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) in the case of delivery by hand, when
delivered, (b) in the case of delivery by mail, three days after being deposited
in the mails, postage prepaid, or (c) in the case of delivery by facsimile
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                                                                              71



transmission, when sent and receipt has been confirmed, addressed as follows in
the case of the Borrower and the Administrative Agent, and as set forth in
Schedule I in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto:

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

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

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

                            with a copy to:

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

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

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

     13.4 Survival of Representations and Warranties. All representations and
warranties made hereunder, in the other Loan Documents and in any document,
<PAGE>
                                                                              72



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

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

     13.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent and their respective successors and assigns,
except that no Borrower may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Lender.
<PAGE>
                                                                              73



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

     (c) Any Lender, other than a Conduit Lender, may, in the ordinary course of
its commercial banking business and in accordance with applicable law, at any
time and from time to time assign to any Lender or any Lender Affiliate of
comparable credit-worthiness or, with the consent of the Borrower (unless a
Default or an Event of Default shall have occurred and be continuing) and the
Administrative Agent (which in each case shall not be unreasonably withheld), to
an additional bank, financial institution, or other entity (an "Assignee") all
or any part of its rights and obligations under this Agreement and the other
Loan Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit H, executed by such Assignee, such assigning Lender (and, in the
case of an Assignee that is not then a Lender or a Lender Affiliate, by the
Borrower and the Administrative Agent) and delivered to the Administrative Agent
for its acceptance and recording in the Register, provided that, in the case of
any such assignment to an additional bank, financial institution or other
entity, the sum of the aggregate principal amount of the Loans and the aggregate
amount of the unused Revolving Credit Commitment being assigned shall be not
less than $5,000,000 and, if such assignment is of less than all of the rights
and obligations of the assigning Lender, the sum of the aggregate
<PAGE>
                                                                              74


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

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

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

     (f)  The Borrower authorizes each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee, subject to the
provisions of subsection 13.14, any and all financial information in such
Lender's possession concerning the Borrower and its Affiliates which has been
delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf
<PAGE>
                                                                              75



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

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

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

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

     13.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.
<PAGE>
                                                                              76



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

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

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

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

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

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

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

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

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

     13.13 Acknowledgements. The Borrower hereby acknowledges that:

     (a)  it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;
<PAGE>
                                                                              77



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

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

     13.14 Confidentiality. Each Lender agrees to keep confidential any written
or oral information (a) provided to it by or on behalf of the Borrower or any of
its Subsidiaries pursuant to or in connection with this Agreement or (b)
obtained by such Lender based on a review of the books and records of the
Borrower or any of its Subsidiaries; provided that nothing herein shall prevent
any Lender from disclosing any such information (i) to the Administrative Agent,
the Issuing Lender or any other Lender, (ii) to any Transferee or prospective
Transferee which receives such information having been made aware of the
confidential nature thereof and having agreed to abide by the provisions of this
subsection 13.14, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, and to employees and officers of
its Affiliates who agree to be bound by the provisions of this subsection 13.14
and who have a need for such information in connection with this Agreement or
other transactions or proposed transactions with the Borrower, (iv) upon the
request or demand of any Governmental Authority having jurisdiction over such
Lender, (v) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law,
(vi) subject to an agreement to comply with the provisions of this subsection,
to any actual or prospective counter-party (or its advisors) to any Hedge
Agreement, (vii) which has been publicly disclosed other than in breach of this
Agreement, or (viii) in connection with the exercise of any remedy hereunder.

     13.15 Loan Conversion/Participations. (a)(i) On any Conversion Date, to the
extent not otherwise prohibited by a Requirement of Law or otherwise, all Loans
(other than CAF Advances) outstanding in any currency other than Dollars ("Loans
to be Converted") shall be converted into Revolving Credit Loans denominated in
Dollars (calculated on the basis of the relevant Exchange Rates as of the
Business Day immediately preceding the Conversion Date) ("Converted Loans") and
(ii) on the Conversion Date (with respect to Loans described in the foregoing
clause (i)) (A) each Lender severally, unconditionally and irrevocably agrees
that it shall purchase in Dollars a participating interest in such Converted
Loans in an amount equal to its Conversion Sharing Percentage of the outstanding
principal amount of the Converted Loans and (B) to the extent necessary to cause
the Committed Outstandings Percentage of each Lender to equal its Revolving
Credit Commitment Percentage (calculated immediately prior to the termination or
expiration of the Revolving Credit Commitments), each Lender severally,
unconditionally and irrevocably agrees that it shall purchase or sell a
participating interest in Revolving Credit Loans then outstanding. Each Lender
will immediately transfer to the Administrative Agent, in immediately available
funds, the amounts of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each Lender
from which a participating interest is being purchased in the amount(s) provided
for in the
<PAGE>
                                                                              78



preceding sentence. All Converted Loans shall bear interest at the rate which
would otherwise be applicable to ABR Loans.

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

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

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

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

     (b) The obligation of the Borrower in respect of any sum due from it to any
Lender hereunder shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, the Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to the Borrower such excess.
<PAGE>
                                                                              79





     13.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


                                    BOSTON SCIENTIFIC CORPORATION

                                    By:  _________________________________
                                         Name:
                                         Title:



                                    JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender

                                    By:  _________________________________
                                         Name:
                                         Title:



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

                                    By:  _________________________________
                                         Name:
                                         Title:



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

                                    By:  _________________________________
                                         Name:
                                         Title:



                                    DEUTSCHE BANK SECURITIES INC.,
                                    as Syndication Agent

                                    By:  _________________________________
                                         Name:
                                         Title:

                                    By:  _________________________________
                                         Name:
                                         Title:
<PAGE>

                                    DEUTSCHE BANK AG NEW YORK BRANCH,
                                    as Lender

                                    By:  _________________________________
                                         Name:
                                         Title:

                                    By:  _________________________________
                                         Name:
                                         Title:



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

                                    By:  _________________________________
                                         Name:
                                         Title:

                                    By:  _________________________________
                                         Name:
                                         Title:



                                    _____________________________________,
                                     (Name of Lender)


                                    By:  _________________________________
                                         Name:
                                         Title:
<PAGE>
                                                                       EXHIBIT A



                          FORM OF REVOLVING CREDIT NOTE

$_______________                                              New York, New York
                                                                    [____], 2002

     FOR VALUE RECEIVED, the undersigned, Boston Scientific Corporation, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of _________________ (the "Lender") at the office of JPMorgan Chase
Bank, located at 270 Park Avenue, New York, New York 10017, in lawful money of
the United States of America and in immediately available funds, on the
Termination Date the principal amount of (a) ________________ DOLLARS
($_______________), or, if less, (b) the aggregate unpaid principal amount of
all Revolving Credit Loans made by the Lender to the Borrower pursuant to
subsection 2.1 of the Credit Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in subsections 3.2 and 3.4 of such Credit Agreement.

     The holder of this Note is authorized to endorse on the schedules annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, Type and amount of each
Revolving Credit Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect
thereto. Each such endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed. The failure to make any such endorsement
shall not affect the obligations of the Borrower in respect of such Revolving
Credit Loan.

     This Note (a) is one of the Revolving Credit Notes referred to in the
Credit Agreement, dated as of May __, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lender, the other banks and financial institutions from time to
time parties thereto, Bank of America, N.A., The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch, Deutsche Bank Securities Inc., Fleet National Bank and ABN AMRO
Bank N.V., as Syndication Agents, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and
JPMorgan Chase Bank, as Administrative Agent, (b) is subject to the provisions
of the Credit Agreement and (c) is subject to optional prepayment in whole or in
part as provided in the Credit Agreement.

     Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
<PAGE>
                                                                               2




     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


                                             BOSTON SCIENTIFIC CORPORATION


                                             By: _________________________
                                                 Name:
                                                 Title:
<PAGE>
                                                                   Schedule A to
                                                           Revolving Credit Note


                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS
<TABLE><CAPTION>
------  ---------------------  --------------  ---------------------  ---------------------  ------------------  ------------------
                                   AMOUNT                                 AMOUNT OF ABR       UNPAID PRINCIPAL
                                CONVERTED TO    AMOUNT OF PRINCIPAL      LOANS CONVERTED         BALANCE OF
 DATE    AMOUNT OF ABR LOANS     ABR LOANS      OF ABR LOANS REPAID    TO EURODOLLAR LOANS       ABR LOANS        NOTATION MADE BY
------  ---------------------  --------------  ---------------------  ---------------------  ------------------  ------------------
<S>     <C>                    <C>             <C>                    <C>                    <C>                 <C>

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

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

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

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

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

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

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

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

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

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

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

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

------  ---------------------  --------------  ---------------------  ---------------------  ------------------  ------------------
</TABLE>
<PAGE>
                                                                   Schedule B to
                                                           Revolving Credit Note


      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE><CAPTION>
----  ----------  ----------------  --------------------  -------------------  --------------------  ----------------  --------
      AMOUNT OF        AMOUNT       INTEREST PERIOD AND   AMOUNT OF PRINCIPAL  AMOUNT OF EURODOLLAR  UNPAID PRINCIPAL
      EURODOLLAR    CONVERTED TO    EURODOLLAR RATE WITH  OF EURODOLLAR LOANS   LOANS CONVERTED TO      BALANCE OF     NOTATION
DATE    LOANS     EURODOLLAR LOANS    RESPECT THERETO           REPAID              ABR LOANS        EURODOLLAR LOANS  MADE BY
----  ----------  ----------------  --------------------  -------------------  --------------------  ----------------  --------
<S>   <C>         <C>               <C>                   <C>                  <C>                   <C>               <C>

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

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

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

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

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

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

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

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

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

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

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

----  ----------  ----------------  --------------------  -------------------  --------------------  ----------------  --------
</TABLE>
<PAGE>
                                                                       EXHIBIT B

                            FORM OF CAF ADVANCE NOTE

$[_________]                                                  New York, New York
                                                                  [______], 2002


     FOR VALUE RECEIVED, the undersigned, Boston Scientific Corporation, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of _________________ (the "Lender") at the office of JPMorgan Chase
Bank, located at 270 Park Avenue, New York, New York 10017, in lawful money of
the United States of America and in immediately available funds, the principal
amount of (a) [___________] ($[___]), or, if less, (b) the aggregate unpaid
principal amount of each CAF Advance which is made by the Lender to the Borrower
pursuant to subsection 2.8 of the Credit Agreement, as hereinafter defined. The
principal amount of each CAF Advance evidenced hereby shall be payable on the
CAF Advance Maturity Date therefor set forth on the schedule attached hereto and
made a part hereof or on a continuation of such schedule which shall be attached
hereto and made a part hereof (the "Grid"). The Borrower further agrees to pay
interest in like money at such office on the unpaid principal amount of each CAF
Advance evidenced hereby, at the rate per annum set forth in respect of such CAF
Advance on the Grid, calculated on the basis of a year of 360 days and actual
days elapsed from the Borrowing Date of such CAF Advance until the due date
thereof (whether at the stated maturity, by acceleration or otherwise) and
thereafter at the rates determined in accordance with subsection 2.9(c) of the
Credit Agreement. Interest on each CAF Advance evidenced hereby shall be payable
on the date or dates set forth in respect of such CAF Advance on the Grid. CAF
Advances evidenced by this Note may be prepaid only with the consent of the
Lender.

     The holder of this Note is authorized to endorse on the Grid the Borrowing
Date, amount, interest rate, CAF Advance Interest Payment Dates and CAF Advance
Maturity Date in respect of each CAF Advance made pursuant to subsection 2.8 of
the Credit Agreement and each payment of principal with respect thereto. Each
such endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such CAF Advance.

     This Note is one of the CAF Advance Notes referred to in the Credit
Agreement, dated as of May __, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions from time to time parties
thereto, Bank of America, N.A., The Bank of Tokyo-Mitsubishi, Ltd., New York
Branch, Deutsche Bank Securities Inc., Fleet National Bank and ABN AMRO Bank
N.V., as Syndication Agents, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan
Chase Bank, as Administrative Agent, and is subject to the provisions of the
Credit Agreement.

     Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
<PAGE>
     All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


                                                 BOSTON SCIENTIFIC CORPORATION


                                                 By: _________________________
                                                     Name:
                                                     Title:
<PAGE>
                                                                     Schedule to
                                                                CAF Advance Note


                            SCHEDULE OF CAF ADVANCES
                     BOSTON SCIENTIFIC CORPORATION, Borrower
                            _________________, Lender
                    Credit Agreement dated as of May __, 2002


<TABLE><CAPTION>
===============   ===========   =============   =============   =============   =======   =============
                                                 CAF Advance
 Borrowing Date    Amount of                       Interest      CAF Advance    Payment
 of CAF Advance   CAF Advance   Interest Rate   Payment Dates   Maturity Date    Date     Authorization
---------------   -----------   -------------   -------------   -------------   -------   -------------
<S>               <C>           <C>             <C>             <C>             <C>       <C>

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

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

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

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

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

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

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

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

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

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

===============   ===========   =============   =============   =============   =======   =============
</TABLE>
<PAGE>
                                                                       EXHIBIT C



                           FORM OF CAF ADVANCE REQUEST

                              ------------ --, ----

JPMorgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017


Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of May __, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the undersigned, the banks and financial institutions from
time to time parties thereto, Bank of America, N.A., The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. Terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

     This is a [Fixed Rate] [LIBO Rate] CAF Advance Request pursuant to
subsection 2.9 of the Credit Agreement requesting offers for the following CAF
Advances:

==================================   ============   ============   ============
                                        Loan 1         Loan 2         Loan 3
----------------------------------   ------------   ------------   ------------
Aggregate Principal Amount(1)        $__________    $__________    $__________
----------------------------------   ------------   ------------   ------------
Borrowing Date
----------------------------------   ------------   ------------   ------------
CAF Advance Maturity Date
----------------------------------   ------------   ------------   ------------
CAF Advance Interest Payment Dates
==================================   ============   ============   ============

                                                 Very truly yours, BOSTON
                                                 SCIENTIFIC CORPORATION

                                                 By:
                                                     __________________________
                                                     Name:
                                                     Title:
----------------------
1    List requested currency for LIBO Rate CAF Advances if other than U.S.
     Dollars.
<PAGE>
                                                                       EXHIBIT D



                            FORM OF CAF ADVANCE OFFER

                              ------------ --, ----


JPMorgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017


Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of May __, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the undersigned, the banks and financial institutions from
time to time parties thereto, Bank of America, N.A., The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. Terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

     In accordance with subsection 2.9 of the Credit Agreement, the undersigned
Lender offers to make CAF Advances thereunder in the following amounts with the
following maturity dates:

==================================    ====================================
Borrowing Date:  __________, _____    Aggregate Maximum Amount: $_________
==================================    ====================================
Maturity Date 1: __________, _____    Maximum Amount: $___________
                                      $________ offered at _______*
                                      $________ offered at _______*
==================================    ====================================
Maturity Date 2: __________, _____    Maximum Amount: $___________
                                      $________ offered at _______*
                                      $________ offered at _______*
==================================    ====================================
Maturity Date 3: __________, _____    Maximum Amount: $___________
                                      $________ offered at _______*
                                      $________ offered at _______*
==================================    ====================================

---------------------
*    Insert the interest rate offered for the specified CAF Advance where
     indicated by an asterisk (*). In the case of LIBO Rate CAF Advances, insert
     a margin bid. In the case of Fixed Rate CAF Advances, insert a fixed rate
     bid.
<PAGE>



                                                     Very truly yours,

                                                     [NAME OF LENDER]



                                                     By: ____________________
                                                         Name:
                                                         Title:
<PAGE>
                                                                       EXHIBIT E



                        FORM OF CAF ADVANCE CONFIRMATION

                               --------- --, -----


JPMorgan Chase Bank,
as Administrative Agent
270 Park Avenue
New York, New York 10017


Ladies and Gentlemen:

     Reference is made to the Credit Agreement, dated as of May __, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the undersigned, the banks and financial institutions from
time to time parties thereto, Bank of America, N.A., The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. Terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

     In accordance with subsection 2.9(d) of the Credit Agreement, the
undersigned accepts and confirms the offers by the CAF Advance Lender(s) to make
CAF Advances to the undersigned on _______________ __, ____ under subsection 2.9
in the (respective) amount(s) set forth on the attached list of CAF Advances
offered.*

                                                 Very truly yours,

                                                 BOSTON SCIENTIFIC CORPORATION


                                                 By: _________________________
                                                     Name:
                                                     Title:


-----------------------
*    The Borrower must attach CAF Advance offer list prepared by the
     Administrative Agent with accepted amount entered by the Borrower to the
     right of each CAF Advance offer.
<PAGE>
                                                                       EXHIBIT F



                     [FORM OF BORROWER CLOSING CERTIFICATE]

     Pursuant to subsections 7.1(b) and 7.1(c) of the Credit Agreement, dated as
of May __, 2002 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Boston Scientific Corporation, a Delaware
corporation (the "Borrower"), the banks and other financial institutions from
time to time parties thereto, Bank of America, N.A., The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent, the
undersigned, [President] [Vice President] of the Borrower, hereby certifies as
follows:

          1. The representations and warranties of the Borrower set forth in the
     Credit Agreement and each of the other Loan Documents or which are
     contained in any certificate, document or financial or other statement
     furnished pursuant to or in connection with the Credit Agreement or any
     other Loan Document are true and correct in all material respects on and as
     of the date hereof with the same effect as if made on the date hereof,
     except for representations and warranties expressly stated to relate to a
     specific earlier date, in which case such representations and warranties
     are true and correct as of such earlier date;

          2. No Default or Event of Default has occurred and is continuing as of
     the date hereof or will occur after giving effect to the making of the
     Loans requested to be made on the date hereof or the consummation of each
     of the transactions contemplated by the Loan Documents; and

          3. _________________ is and at all times since _____________ __,
     199_/200_, has been the duly elected and qualified [Secretary] [Assistant
     Secretary] of the Borrower and the signature set forth on the signature
     line for such officer below is such officer's true and genuine signature;

and the undersigned [Secretary] [Assistant Secretary] of the Borrower hereby
certifies as follows:

          4. There are no liquidation or dissolution proceedings pending or to
     my knowledge threatened against the Borrower, nor has any other event
     occurred affecting or threatening the corporate existence of the Borrower;

          5. The Borrower is a corporation duly incorporated, validly existing
     and in good standing under the laws of Delaware;

          6. (a) Attached hereto as Exhibit A is a true and complete copy of
     resolutions duly adopted by the Board of Directors of the Borrower on
     __________ __, 2002; such resolutions have not in any way been amended,
     modified, revoked or rescinded and have been in full force and effect since
     their adoption to and including the date hereof and are now in full force
     and effect; such resolutions are the only corporate proceedings of the
     Borrower now in force relating to or affecting the matters referred to
     therein;
<PAGE>

          (b) attached hereto as Exhibit B is a true and complete copy of the
     By-laws of the Borrower as in effect at all times since __________ __,
     19__/200_, to and including the date hereof; and

          (c) attached hereto as Exhibit C is a true and complete copy of the
     Certificate of Incorporation of the Borrower as in effect at all times
     since __________ __, 19__/200_, to and including the date hereof; and

          7. The following persons are now duly elected and qualified officers
     of the Borrower, holding the offices indicated next to their respective
     names below, and such officers have held such offices with the Borrower at
     all times since __________ __, 19__/200_, to and including the date hereof,
     and the signatures appearing opposite their respective names below are the
     true and genuine signatures of such officers, and each of such officers is
     duly authorized to execute and deliver on behalf of the Borrower, the
     Credit Agreement and the other Loan Documents and any certificate or other
     document to be delivered by the Borrower pursuant to the Credit Agreement
     or any such Loan Document:


Name                       Office                           Signature

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

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

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



     Unless otherwise defined herein, capitalized terms which are defined in the
Credit Agreement and used herein are so used as so defined.
<PAGE>

     IN WITNESS WHEREOF, the undersigned have hereunto set our names and affixed
the corporate seal as of the ____ day of ________, 2002.


                                                     --------------------------
                                                     Name:
                                                     Title:



                                                     --------------------------
                                                     Name:
                                                     Title:
<PAGE>
                                                                       EXHIBIT H



                        FORM OF ASSIGNMENT AND ACCEPTANCE

     Reference is made to the Credit Agreement, dated as of May __, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Boston Scientific Corporation, the banks and financial
institutions from time to time parties thereto, Bank of America, N.A., The Bank
of Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     The Assignor identified on Schedule 1 hereto (the "Assignor") and the
Assignee identified on Schedule 1 hereto (the "Assignee") agree as follows:

     i.   The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement as set forth on Schedule 1 hereto (the "Assigned
Facility").

     ii.  The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Subsidiaries or any other
obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (iii) attaches any Notes held
by it evidencing the Assigned Facility and (a) requests that the Administrative
Agent, upon request by the Assignee, exchange the attached Notes for a new Note
or Notes payable to the Assignee and (b) if the Assignor has retained any
interest in the Assigned Facility, requests that the Administrative Agent
exchange the attached Notes for a new Note or Notes payable to the Assignor, in
each case in amounts which reflect the assignment being made hereby (and after
giving effect to any other assignments which have become effective on the
Effective Date).

     iii. The Assignee (i) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (ii) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to subsection 6.1 thereof and such other documents and
information as it has deemed appropriate to make its own
<PAGE>
credit analysis and decision to enter into this Assignment and Acceptance; (iii)
agrees that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
3.10(b) of the Credit Agreement.

     iv.  The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

     v.   Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.

     vi.  From and after the Effective Date, (ix) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (x) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     vii. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.
<PAGE>
                                   Schedule 1

                          to Assignment and Acceptance


Name of Assignor: _____________________________________

Name of Assignee: _____________________________________

Effective Date of Assignment: _________________________


Principal Amount                                      Commitment Percentage
Assigned                                                    Assigned*
--------                                                    --------


$_____________________                           ___.__________________________%

                                                 [Name of Assignee]


                                                 By: ___________________________
                                                     Name:
                                                     Title:

                                                 [Name of Assignor]


                                                 By: ___________________________
                                                     Name:
                                                     Title:

Accepted:

JPMORGAN CHASE BANK, as Administrative Agent

By:  ________________________________
     Name:
     Title:


Consented To:

BOSTON SCIENTIFIC CORPORATION

By:  ________________________________
     Name:
     Title:



---------------------
*    Calculate the Commitment Percentage that is assigned to at least 15 decimal
     places and show as a percentage of the aggregate commitments of all
     Lenders.
<PAGE>
                                                                       EXHIBIT I

                    FORM OF LOCAL CURRENCY FACILITY ADDENDUM


To:  JPMorgan Chase Bank, as Administrative Agent

From:  Boston Scientific Corporation

     1. This Local Currency Facility Addendum is being delivered to you pursuant
to subsection 4.1 of the Credit Agreement, dated as of May __, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Boston Scientific Corporation, a Delaware corporation (the "Borrower"),
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), Bank of America, N.A., The Bank of Tokyo-Mitsubishi,
Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet National Bank and
ABN AMRO Bank N.V., as Syndication Agents (each in such capacity, a "Syndication
Agent", and collectively, the "Syndication Agents"), J.P. Morgan Securities Inc.
and Banc of America Securities LLC, as Joint Lead Arrangers (in such capacity,
each an "Arranger" and collectively, the "Arrangers") and as Joint Bookrunners
(in such capacity, each a "Bookrunner" and collectively, the "Bookrunners"), and
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent"). Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

     2. The effective date (the "Effective Date") of this Local Currency
Facility Addendum will be __________________ __, ____.

     3. Please be advised that, as of the Effective Date, the credit facility
described below is hereby designated as a "Local Currency Facility" for the
purposes of the Credit Agreement.

TYPE OF FACILITY:*


ADDITIONAL LOCAL CURRENC(Y)(IES):


LOCAL CURRENCY FACILITY MAXIMUM BORROWING
AMOUNT:                                                    $


LOCAL CURRENCY LENDERS:              Name of Lender        Local Currency Lender
                                     --------------        Maximum Borrowing
                                                           Amount
                                                           ------

                                                           $



---------------------
*    Insert short description of terms of Local Currency Facility.
<PAGE>
LIST OF DOCUMENTATION GOVERNING
LOCAL CURRENCY FACILITY (THE
"DOCUMENTATION"):*
 -------------


     4.  Boston Scientific Corporation hereby represents and warrants that (a)
the Documentation complies in all respects with the requirements of Section 4 of
the Credit Agreement and (b) ______________ of ______________ contains an
express acknowledgement that such Local Currency Facility shall be subject to
the provisions of Section 4 of the Credit Agreement.

                                     BOSTON SCIENTIFIC CORPORATION


                                     By: _______________________________
                                         Name:
                                         Title:

                                     [FOREIGN SUBSIDIARY BORROWER]


                                     By: _______________________________
                                         Name:
                                         Title:

                                     [RELEVANT LENDER]


                                     By: _______________________________
                                         Name:
                                         Title:
Accepted and Acknowledged:

JPMORGAN CHASE BANK,
  as Administrative Agent

By:  _______________________________
     Name:
     Title:


-----------------
*    Copies of the Documentation must accompany the Local Currency Facility
     Addendum, together with, if applicable, an English translation thereof.
<PAGE>
                                                                       EXHIBIT J



                          FORM OF EXEMPTION CERTIFICATE

     Reference is made to the Credit Agreement, dated as of May __, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Boston Scientific Corporation, a Delaware corporation (the
"Borrower"), the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), Bank of America, N.A., The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents (each in such
capacity, a "Syndication Agent", and collectively, the "Syndication Agents"),
J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers (in such capacity, each an "Arranger" and collectively, the
"Arrangers") and as Joint Bookrunners (in such capacity, each a "Bookrunner" and
collectively, the "Bookrunners"), and JPMorgan Chase Bank, as administrative
agent (in such capacity, the "Administrative Agent"). Terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement. ____________________ ____________________ (the "Non-U.S.
Lender") is providing this certificate pursuant to Section 3.10(b) of the Credit
Agreement. The Non-U.S. Lender hereby represents and warrants that:

     1.   The Non-U.S. Lender is the sole record and beneficial owner of the
Loans in respect of which it is providing this certificate.

     2.   The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)
(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In this
regard, the Non-U.S. Lender further represents and warrants that:

          (a) the Non-U.S. Lender is not subject to regulatory or other legal
     requirements as a bank in any jurisdiction; and

          (b) the Non-U.S. Lender has not been treated as a bank for purposes of
     any tax, securities law or other filing or submission made to any
     Governmental Authority, any application made to a rating agency or
     qualification for any exemption from tax, securities law or other legal
     requirements.

     3.   The Non-U.S. Lender is not a 10-percent shareholder of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code.

     4.   The Non-U.S. Lender is not a controlled foreign corporation receiving
interest from a related person within the meaning of Section 881(c)(3)(C) of the
Code.
<PAGE>


     IN WITNESS WHEREOF, the undersigned has duly executed this certificate on
the __th day of ____________, 200_.





                                                    [NAME OF NON-U.S. LENDER]

                                                    By: ________________________
                                                        Name:
                                                        Title:
<PAGE>
                                                                      SCHEDULE I
                                                                      ----------

                   NAMES, ADDRESSES AND COMMITMENTS OF LENDERS
<TABLE><CAPTION>
=========================================      ===========================      ========================
         Lender and Address                    Revolving Credit Commitment      Multicurrency Commitment
-----------------------------------------      ---------------------------      ------------------------
<S>                                            <C>                              <C>
JPMORGAN CHASE BANK
270 Park Avenue
New York, NY 10017                                     $100,000,000                    $40,000,000
Attn:  Dawn Lee Lum
Fax:  (212) 270-3279
-----------------------------------------      ---------------------------      ------------------------
BANK OF AMERICA, N.A.
101 N. Tryon Street, Floor 16
Charlotte, NC 28255                                    $100,000,000                    $40,000,000
Attn:  Donna Dunn
Fax:  (704) 386-3767
-----------------------------------------      ---------------------------      ------------------------
-----------------------------------------      ---------------------------      ------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
1251 Avenue of the Americas, 12th Floor                 $70,000,000                    $28,000,000
New York, NY 10020-1104
Attn:  Tom Fennessey
Fax:  (212) 782-6445
-----------------------------------------      ---------------------------      ------------------------
DEUTSCHE BANK AG
New York Branch
31 West 52nd Street                                    $70,000,000                     $28,000,000
New York, NY 10019
Attn:  Iain Stewart
Fax:  (212) 469-8701
=========================================      ===========================      ========================
</TABLE>
<PAGE>
<TABLE><CAPTION>
=========================================      ===========================      ========================
         Lender and Address                    Revolving Credit Commitment      Multicurrency Commitment
-----------------------------------------      ---------------------------      ------------------------
<S>                                            <C>                              <C>
FLEET NATIONAL BANK
100 Federal Street
Boston, MA 02110                                        $70,000,000                    $28,000,000
Attn: William Rogers
Fax:  (617) 434-2472
-----------------------------------------      ---------------------------      ------------------------
ABN AMRO BANK N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL 60604-1003                                  $70,000,000                    $28,000,000
Attn:  Connie Podgorny
Fax:  (312) 992-5111
-----------------------------------------      ---------------------------      ------------------------
-----------------------------------------      ---------------------------      ------------------------
WACHOVIA BANK, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303                                       $65,000,000                    $26,000,000
Attn:  Carla Brooks
Fax: (404) 332-4320
-----------------------------------------      ---------------------------      ------------------------
CITICORP USA, INC.
388 Greenwich Street, 21st Floor
New York, NY 10013                                     $50,000,000                     $20,000,000
Attn: Bill Clark
Fax: (212) 816-8051
-----------------------------------------      ---------------------------      ------------------------
SUNTRUST BANK
201 Fourth Avenue North, 5th Floor
Nashville, TN 37219                                    $50,000,000                     $20,000,000
Attn:  Leigh Anne Gregory
Fax:  (615) 748-4611
-----------------------------------------      ---------------------------      ------------------------
MIZUHO CORPORATE BANK, LTD.
95 Christopher Columbus Drive, 18th Floor
Jersey City, NJ 07302                                  $45,000,000                     $18,000,000
Attn:  David Wu
Fax: (201) 200-0253
=========================================      ===========================      ========================
</TABLE>
<PAGE>
<TABLE><CAPTION>
=========================================      ===========================      ========================
         Lender and Address                    Revolving Credit Commitment      Multicurrency Commitment
-----------------------------------------      ---------------------------      ------------------------
<S>                                            <C>                              <C>
MELLON BANK, N.A.
3 Mellon Bank Center, 12th Floor
Pittsburgh, PA 19103                                   $40,000,000                     $16,000,000
Attn:  Sanford Richards
Fax:  (412) 209-6118
-----------------------------------------      ---------------------------      ------------------------
UBS AG, STAMFORD BRANCH
677 Washington Boulevard
Stamford, CT 06901                                     $40,000,000                     $16,000,000
Attn:  Susan Brunner
Fax: (203) 719-3888
-----------------------------------------      ---------------------------      ------------------------
ALLIED IRISH BANK INTERNATIONAL
International Corporate Banking
AIB Bank Centre, Ballsbridge                           $30,000,000                     $12,000,000
Dublin 4, Ireland
Attn: Michael Doyle
Fax:  00-353-6682508
-----------------------------------------      ---------------------------      ------------------------
SVENSKA HANDELSBANKEN AB
153 East 53rd Street
New York, NY 10022                                     $30,000,000                     $12,000,000
Attn: Thomas Lerner
Fax: (212) 326-5196
-----------------------------------------      ---------------------------      ------------------------
CITIZENS BANK OF MASSACHUSETTS
28 State Street
Boston, MA 02109                                       $25,000,000                     $10,000,000
Attn:  Mariel Keane Hough
Fax:  (617) 263-0438
=========================================      ===========================      ========================
</TABLE>
<PAGE>
<TABLE><CAPTION>
=========================================      ===========================      ========================
         Lender and Address                    Revolving Credit Commitment      Multicurrency Commitment
-----------------------------------------      ---------------------------      ------------------------
<S>                                            <C>                              <C>
FIRSTAR BANK, N.A.
Firstar Tower
425 Walnut Street, 8th Floor                           $25,000,000                     $10,000,000
Cincinnati, OH 45202
Attn:  Richard Neltner
Fax:  (513) 632-2068
-----------------------------------------      ---------------------------      ------------------------
STANDARD CHARTERED BANK
1 Evertrust Plz - 5th Floor
Jersey City, NJ 07302                                  $25,000,000                     $10,000,000
Attn:  Victoria Faltine
Fax:  (201) 536-0447
-----------------------------------------      ---------------------------      ------------------------
BNP PARIBAS
787 Seventh Avenue
New York, NY 10019                                     $25,000,000                     $10,000,000
Attn:  Richard Pace
Fax:  (212) 841-3049
-----------------------------------------      ---------------------------      ------------------------
INTESCABCI S.P.A.
1 William Street
New York, NY 10004                                     $25,000,000                     $10,000,000
Attn: Charles Dougherty
Fax:  (212) 809-2124
-----------------------------------------      ---------------------------      ------------------------
SUMITOMO MITSUI BANKING CORPORATION
277 Park Ave.
New York, NY 10172                                     $25,000,000                     $10,000,000
Attn: Ed McColly
Fax:  (212) 224-5197
=========================================      ===========================      ========================
</TABLE>
<PAGE>

<TABLE><CAPTION>
<S>                                            <C>                              <C>
=========================================      ===========================      ========================
THE BANK OF NEW YORK
One Wall Street
New York, NY 10286                                      $20,000,000                     $8,000,000
Attn: Christopher Kordes
Fax: (212) 635-1481
-----------------------------------------      ---------------------------      ------------------------
-----------------------------------------      ---------------------------      ------------------------
TOTAL                                                $1,000,000,000                   $400,000,000
=========================================      ===========================      ========================
</TABLE>
<PAGE>
                                                                     SCHEDULE II
                                                                     -----------



                   INFORMATION CONCERNING LOCAL CURRENCY LOANS


I.   MULTICURRENCY LOANS
     -------------------

     A.   Notice of Multicurrency Loan Borrowing

          1.  Deliver to:      J.P. Morgan Europe Limited
                               9 Thomas More Street
                               Trinity Tower
                               London E1 9YT
                               Attention:  Steven Clarke
                               Telephone No:  44-207-777-2353
                               Fax No:  44-207-777-2360/2085

              with a copy to:
                               Loan & Agency Services Group
                               One Chase Manhattan Plaza, 8th Floor
                               New York, New York 10081
                               Attention: Janet Belden
                               Fax:  212-552-5658
                               Telephone No.:  212-552-7277

          2.  Time:

                Not later than 11:00 a.m., London time, four Business Days prior
                to such Borrowing Date.

          3.  Information Required:

                Currency, Amount to be borrowed, and Interest Periods.

     B.   Notice of Multicurrency Loan Continuation; Notice of Prepayment

          1.  Deliver to:      J.P. Morgan Europe Limited
                               9 Thomas More Street
                               Trinity Tower
                               London E1 9YT
                               Attention:  Steven Clarke
                               Telephone No:  44-207-777-2353
                               Fax No:  44-207-777-2360/2085

              with a copy to:
                               Loan & Agency Services Group
                               One Chase Manhattan Plaza, 8th Floor
                               New York, New York 10081
                               Attention: Janet Belden
                               Fax:  212-552-5658
                               Telephone No.:  212-552-7277
<PAGE>

          2.  Time:

                Not later than 11:00 a.m., London time, four Business Days prior
                to the date of such continuation or prepayment.

          3.  Information Required:

                Amount to be continued or prepaid, as the case may be, and
                Interest Periods.

II.  NOTICE OF LOCAL CURRENCY OUTSTANDINGS
     -------------------------------------

          1.  Deliver to:      Loan & Agency Services Group
                               One Chase Manhattan Plaza, 8th Floor
                               New York, New York 10081
                               Attention: Janet Belden
                               Fax:  212-552-5658
                               Telephone No.:  212-552-7277

          2.  Delivery time:

                By close of business in New York on the date of making of each
                Local Currency Loan and on the last Business Day of each month
                on which the applicable Foreign Subsidiary Borrower has
                outstanding any Local Currency Loans.

          3.  Information Required:

                Name of Foreign Subsidiary Borrower, amount and currency of
                outstanding Local Currency Loans.

</TEXT>
</DOCUMENT>
