COOPER COMPANIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>


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

                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                                      among

                           THE COOPER COMPANIES, INC.,
                                       and
                       THE FOREIGN BORROWERS NAMED HEREIN,
                                  as Borrowers,

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                   as Lenders

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                    as Lead Arranger and Administrative Agent

                                 HSBC BANK USA,
                    as Co-Lead Arranger and Syndication Agent

                             BANK OF AMERICA, N.A.,
                             as Documentation Agent

                                       and

                         UNION BANK OF CALIFORNIA, N.A.,
                             as Documentation Agent

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

                                   dated as of
                                   May 1, 2002

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


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







<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               -----
<S>              <C>                                                                                          <C>
ARTICLE I. DEFINITIONS............................................................................................1
   Section 1.1.  Definitions......................................................................................1
   Section 1.2.  Accounting Terms................................................................................27
   Section 1.3.  Terms Generally.................................................................................27

ARTICLE II.  AMOUNT AND TERMS OF CREDIT..........................................................................27
   Section 2.1.  Amount and Nature of Credit.....................................................................27
   Section 2.2.  Revolving Credit................................................................................28
   Section 2.3.  Term Loans......................................................................................34
   Section 2.4.  Interest........................................................................................35
   Section 2.5.  Evidence of Indebtedness........................................................................38
   Section 2.6.  Notice of Credit Events; Funding of Loans.......................................................38
   Section 2.7.  Addition of Foreign Borrowers...................................................................40
   Section 2.8.  Payment on Notes and Other Obligations..........................................................41
   Section 2.9.  Prepayment......................................................................................42
   Section 2.10. Commitment and Other Fees; Reduction of Commitment..............................................43
   Section 2.11. Computation of Interest and Fees................................................................44
   Section 2.12. Mandatory Payment...............................................................................44
   Section 2.13. Adjustments to Revolving Credit Commitments.....................................................45

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR FIXED RATE..................................................46
   Section 3.1.  Requirements of Law.............................................................................46
   Section 3.2.  Taxes...........................................................................................47
   Section 3.3.  Funding Losses..................................................................................49
   Section 3.4.  Change of Lending Office........................................................................49
   Section 3.5.  Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate........49
   Section 3.6.  Replacement of Lenders..........................................................................50

ARTICLE IV. CONDITIONS PRECEDENT.................................................................................50
   Section 4.1.  Conditions to Each Credit Event.................................................................50
   Section 4.2.  Conditions to the First Credit Event............................................................51
   Section 4.3.  Post-Closing Conditions.........................................................................54

ARTICLE V. COVENANTS.............................................................................................55
   Section 5.1.  Insurance.......................................................................................55
   Section 5.2.  Money Obligations...............................................................................55
   Section 5.3.  Financial Statements............................................................................56
   Section 5.4.  Financial Records...............................................................................57
   Section 5.5.  Franchises......................................................................................57
   Section 5.6.  ERISA Compliance................................................................................57
   Section 5.7.  Financial Covenants.............................................................................58
   Section 5.8.  Borrowing.......................................................................................58
   Section 5.9.  Liens...........................................................................................59
</TABLE>



                                       -i-






<PAGE>




<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               -----
<S>              <C>                                                                                          <C>
   Section 5.10. Regulations U and X.............................................................................60
   Section 5.11. Investments and Loans...........................................................................60
   Section 5.12. Merger and Sale of Assets.......................................................................61
   Section 5.13. Acquisitions....................................................................................62
   Section 5.14. Notice..........................................................................................63
   Section 5.15. Environmental Compliance........................................................................63
   Section 5.16. Affiliate Transactions..........................................................................63
   Section 5.17. Use of Proceeds.................................................................................64
   Section 5.18. Capital Expenditures............................................................................64
   Section 5.19. Restricted Payments.............................................................................64
   Section 5.20. Subsidiary Guaranties and Security Documents....................................................64
   Section 5.21. Amendment of Organizational Documents...........................................................65
   Section 5.22. Restrictive Agreements..........................................................................65
   Section 5.23. Guaranty Under Material Indebtedness Agreement..................................................66
   Section 5.24. Corporate Names and Location of Collateral......................................................66

ARTICLE VI. REPRESENTATIONS AND WARRANTIES.......................................................................67
   Section 6.1.  Corporate Existence; Subsidiaries; Foreign Qualification........................................67
   Section 6.2.  Corporate Authority.............................................................................67
   Section 6.3.  Compliance with Laws............................................................................68
   Section 6.4.  Litigation and Administrative Proceedings.......................................................68
   Section 6.5.  Title to Assets.................................................................................68
   Section 6.6.  Liens and Security Interests....................................................................68
   Section 6.7.  Tax Returns.....................................................................................68
   Section 6.8.  Environmental Laws..............................................................................69
   Section 6.9.  Employee Benefits Plans.........................................................................69
   Section 6.10. Consents or Approvals...........................................................................70
   Section 6.11. Solvency........................................................................................70
   Section 6.12. Financial Statements............................................................................70
   Section 6.13. Undisclosed Liabilities.........................................................................70
   Section 6.14. Regulations.....................................................................................71
   Section 6.15. Material Agreements.............................................................................71
   Section 6.16. Intellectual Property...........................................................................71
   Section 6.17. Insurance.......................................................................................71
   Section 6.18. Accurate and Complete Statements................................................................71
   Section 6.19. Location........................................................................................71
   Section 6.20. Defaults........................................................................................72

ARTICLE VII. EVENTS OF DEFAULT...................................................................................72
   Section 7.1.  Payments........................................................................................72
   Section 7.2.  Special Covenants...............................................................................72
   Section 7.3.  Other Covenants.................................................................................72
   Section 7.4.  Representations and Warranties..................................................................72
   Section 7.5.  Cross Default...................................................................................72
   Section 7.6.  ERISA Default...................................................................................72
   Section 7.7.  Change in Control...............................................................................73
   Section 7.8.  Money Judgment..................................................................................73
   Section 7.9.  Material Adverse Change.........................................................................73
</TABLE>




                                      -ii-






<PAGE>




<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               -----
<S>              <C>                                                                                          <C>
   Section 7.10. Validity of Loan Documents......................................................................73
   Section 7.11. Discontinue Business............................................................................73
   Section 7.12. Solvency........................................................................................73

ARTICLE VIII. REMEDIES UPON DEFAULT..............................................................................74
   Section 8.1.  Optional Defaults...............................................................................74
   Section 8.2.  Automatic Defaults..............................................................................74
   Section 8.3.  Letters of Credit...............................................................................74
   Section 8.4.  Offsets.........................................................................................75
   Section 8.5.  Equalization Provision..........................................................................75

ARTICLE IX. THE AGENT............................................................................................76
   Section 9.1.  Appointment and Authorization...................................................................76
   Section 9.2.  Note Holders....................................................................................76
   Section 9.3.  Consultation With Counsel.......................................................................76
   Section 9.4.  Documents.......................................................................................76
   Section 9.5.  Agent and Affiliates............................................................................77
   Section 9.6.  Knowledge of Default............................................................................77
   Section 9.7.  Action by Agent.................................................................................77
   Section 9.8.  Notices; Default................................................................................77
   Section 9.9.  Indemnification of Agent........................................................................77
   Section 9.10. Successor Agent.................................................................................77
   Section 9.11. Other Agents....................................................................................78
   Section 9.12. Collateral Agent................................................................................78

ARTICLE X. MISCELLANEOUS.........................................................................................78
   Section 10.1.  The Lenders' Independent Investigation.........................................................78
   Section 10.2.  No Waiver; Cumulative Remedies.................................................................79
   Section 10.3.  Amendments, Consents...........................................................................79
   Section 10.4.  Notices........................................................................................79
   Section 10.5.  Costs, Expenses and Taxes......................................................................80
   Section 10.6.  Indemnification................................................................................80
   Section 10.7.  Obligations Several; No Fiduciary Obligations..................................................81
   Section 10.8.  Execution in Counterparts......................................................................81
   Section 10.9.  Binding Effect; Borrower's Assignment..........................................................81
   Section 10.10. Lender Assignments.............................................................................81
   Section 10.11. Participations.................................................................................83
   Section 10.12. Severability of Provisions; Captions; Attachments..............................................84
   Section 10.13. Confidentiality................................................................................84
   Section 10.14. Entire Agreement; No Conflict..................................................................84
   Section 10.15. Governing Law; Submission to Jurisdiction......................................................85
   Section 10.16. Legal Representation of Parties................................................................85
   Section 10.17. Judgment Currency..............................................................................85
   Section 10.18. Currency Equivalent Generally..................................................................86
   Section 10.19. Jury Trial Waiver..............................................................................87

SCHEDULE 1 Lenders and Commitments...............................................................................
SCHEDULE 2 Foreign Borrowers.....................................................................................
</TABLE>






                                      -iii-






<PAGE>



<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               -----
<S>              <C>                                                                                          <C>
SCHEDULE 2.1(d)(ii)(A) Funding by Bankers' Acceptances...........................................................

SCHEDULE 3 Guarantors of Payment.................................................................................

SCHEDULE 4 Foreign Borrowers.....................................................................................

SCHEDULE 5 Foreign Subsidiary Investments and Loans..............................................................

SCHEDULE 6 Landlord Agreements...................................................................................

EXHIBIT A Form of U.S. Borrower Revolving Credit Note............................................................

EXHIBIT B Form of Swing Line Note................................................................................

EXHIBIT C Form of Foreign Borrower Revolving Credit Note.........................................................

EXHIBIT D Form of U.S. Borrower Term Note........................................................................

EXHIBIT E Form of Foreign Borrower Term Note.....................................................................

EXHIBIT F Form of Notice of Loan.................................................................................

EXHIBIT G Form of Compliance Certificate.........................................................................

EXHIBIT H Form of Assumption Agreement...........................................................................

EXHIBIT I Form of Assignment and Acceptance Agreement............................................................

EXHIBIT J Form of Legal Opinion of Latham & Watkins..............................................................
</TABLE>





                                      -iv-






<PAGE>


                                                                    EXHIBIT 10.1

         This CREDIT AGREEMENT (as the same may from time to time be amended,
restated or otherwise modified, this "Agreement") is made effective as of the
1st day of May, 2002, among:

         (a) THE COOPER COMPANIES, INC., a Delaware corporation, ("TCC");

         (b) each Foreign Borrower, as hereinafter defined (each such Foreign
Borrower, together with TCC shall be referred to herein, collectively, as
"Borrowers" and, individually, each a "Borrower");

         (c) the financial institutions listed on Schedule 1 hereto and each
other financial institution that becomes a party hereto pursuant to Section
10.10 hereof (collectively, the "Lenders", and individually, each a "Lender");

         (d) KEYBANK NATIONAL ASSOCIATION as lead arranger and administrative
agent for the Lenders under this Agreement ("Agent");

         (e) HSBC BANK USA as co-lead arranger and syndication agent for the
Lenders (the "Syndication Agent");

         (f) BANK OF AMERICA, N.A. as co-documentation agent for the Lenders
(the "Documentation Agent"); and

         (g) UNION BANK OF CALIFORNIA, N.A. as co-documentation agent for the
Lenders (the "Documentation Agent").


                                   WITNESSETH:

         WHEREAS, Borrowers and the Lenders desire to contract for the
establishment of credits in the aggregate principal amounts hereinafter set
forth, to be made available to Borrowers upon the terms and subject to the
conditions hereinafter set forth;

         NOW, THEREFORE, it is mutually agreed as follows:


                             ARTICLE I. DEFINITIONS

         Section 1.1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:

         "Acquisition" shall mean any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of any Person, or any
business or division of any Person (other than a Company), (b) the





<PAGE>


acquisition of in excess of fifty percent (50%) of the stock (or other equity
interest) of any Person (other than a Company), or (c) the acquisition of
another Person (other than a Company) by a merger, amalgamation or consolidation
or any other combination with such Person.

         "Advantage" shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
received by any Lender in respect of the Applicable Debt, if such payment
results in that Lender having less than its pro rata share (based upon its
Applicable Commitment Percentage and, in the case of an Equalization Event
pursuant to the terms of Section 8.5 hereof, based upon its Equalization
Percentage, as defined in Section 8.5 hereof) of the Applicable Debt then
outstanding, than was the case immediately before such payment.

         "Affiliate" shall mean any Person, directly or indirectly, controlling,
controlled by or under common control with a Company and "control" (including
the correlative meanings, the terms "controlling", "controlled by" and "under
common control with") shall mean the power, directly or indirectly, to direct or
cause the direction of the management and policies of a Company, whether through
the ownership of voting securities, by contract or otherwise.

         "Agent Fee Letter" shall mean the Agent Fee Letter between TCC and
Agent, dated as of the Closing Date, as the same may from time to time be
amended, restated or otherwise modified.

         "Alternate Currency" shall mean (a) with respect to TCC, Euros,
Canadian Dollars, Pounds Sterling, Swedish Krona, Australian Dollars, Japanese
Yen or any other currency, other than Dollars, agreed to by Agent that shall be
freely transferable and convertible into Dollars, and (b) with respect to any
Foreign Borrower, Euros, Canadian Dollars, Pounds Sterling, Swedish Krona,
Australian Dollars, Japanese Yen or any other currency agreed to by Agent that
shall be freely transferable and convertible into Dollars.

         "Alternate Currency Exposure" shall mean, at any time and without
duplication, the sum of the Dollar Equivalent of (a) the aggregate principal
amount of Alternate Currency Loans outstanding to TCC, (b) the Letter of Credit
Exposure that is denominated in one or more Alternate Currencies, (c) the
Foreign Borrower Revolving Exposure (excluding Base Rate Loans and Eurodollar
Loans outstanding to Foreign Borrowers), and (d) the aggregate principal amount
of the FB Term Loan (excluding those portions of the Term Loan that are a Base
Rate Loan or Eurodollar Loan).

         "Alternate Currency Loan" shall mean a Revolving Loan or FB Term Loan
that shall be denominated in an Alternate Currency and on which the applicable
Borrower shall pay interest at a rate based upon the Alternate Currency Rate
(unless the applicable Borrower is Canadian Borrower, in which case Canadian
Borrower shall pay to Canadian Lender an acceptance fee for accepting Bankers'
Acceptances; the proceeds of such Revolving Loan actually advanced to Canadian
Borrower shall be the Discount Proceeds of the Bankers' Acceptances accepted by
Canadian Lender).


                                      E-2





<PAGE>


         "Alternate Currency Maximum Amount" shall mean the Dollar Equivalent of
One Hundred Million Dollars ($100,000,000) (excluding Base Rate Loans and
Eurodollar Loans outstanding to Foreign Borrowers).

         "Alternate Currency Rate" shall mean, with respect to an Alternate
Currency Loan, for any Interest Period, a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the nearest 1/16th of 1%) by
dividing (a) the rate of interest, determined by Agent in accordance with its
usual procedures (which determination shall be conclusive absent manifest error)
as of approximately 11:00 A.M. (London time) two Business Days prior to the
beginning of such Interest Period pertaining to such Alternate Currency Loan, as
listed on British Bankers Association Interest Rate LIBOR 01 or 02 as provided
by Reuters (or, if for any reason such rate is unavailable from Reuters, from
any other similar company or service that provides rate quotations comparable to
those currently provided by Reuters) as the rate in the London interbank market
for deposits in the relevant Alternate Currency in immediately available funds
with a maturity comparable to such Interest Period, provided that, in the event
that such rate quotation is not available for any reason, then the Alternate
Currency Rate shall be the average (rounded upward to the nearest 1/16th of 1%)
of the per annum rates at which deposits in immediately available funds in the
relevant Alternate Currency for the relevant Interest Period and in the amount
of the Alternate Currency Loan to be disbursed or to remain outstanding during
such Interest Period, as the case may be, are offered to Agent (or an affiliate
of Agent, in Agent's discretion) by prime banks in any Alternate Currency market
reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as
soon thereafter as practicable), two Business Days prior to the beginning of the
relevant Interest Period pertaining to such Alternate Currency Loan hereunder;
by (b) 1.00 minus the Reserve Percentage.

         "Applicable Commitment Fee Rate" shall mean:

         (a) for the period from the Closing Date through June 30, 2002, forty
(40) basis points; and

         (b) commencing with the financial statements of TCC for the fiscal
quarter ending April 30, 2002, the number of basis points set forth in the
following matrix, based upon the result of the computation of the Leverage
Ratio, shall be used to establish the number of basis points that will go into
effect on July 1, 2002 and thereafter:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
            Leverage Ratio                     Applicable Commitment Fee Rate
-------------------------------------------------------------------------------
<S>                                                  <C>
Greater than 2.00 to 1.00                            40.00 basis points
-------------------------------------------------------------------------------
Less than or equal to 2.00 to 1.00                   25.00 basis points
-------------------------------------------------------------------------------
</TABLE>

After July 1, 2002, changes to the Applicable Commitment Fee Rate shall be
effective on the first day of each October, January, April and July thereafter,
and shall be based upon the Leverage Ratio as calculated at the end of the most
recently completed fiscal quarter. With respect to any fiscal year end of TCC,
if final calculations of the Leverage Ratio shall not be yet available by the
date on which the change to the Applicable Commitment Fee Rate is to go into
effect, then the Leverage Ratio shall be calculated based upon the internal
financial statements of


                                      E-3





<PAGE>


TCC and the Applicable Commitment Fee Rate shall be retroactively adjusted if
the final calculation shall be different from the previous calculation. The
above matrix does not modify or waive, in any respect, the requirements of
Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default
Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles
VII and VIII hereof.

         "Applicable Commitment Percentage" shall mean, for each Lender, (a)
with respect to any Special Foreign Commitment, the percentage, if any, set
forth opposite such Lender's name, if any, under the column headed "Special
Commitment Percentage" as described in Schedule 1 hereto; (b) with respect to
any Revolving Credit Commitment other than any Special Foreign Commitment, the
percentage, if any, set forth opposite such Lender's name under the column
headed "General Revolving Credit Commitment Percentage" as described in Schedule
1 hereto; and (c) with respect to the Term Loan Commitment, the percentage, if
any, set forth opposite such Lender's name under the column headed "Term Loan
Commitment Percentage" as described in Schedule 1 hereto.

         "Applicable Debt" shall mean:

         (a) with respect to any Special Foreign Commitment, collectively, (i)
all Indebtedness incurred by the Foreign Borrower that has such Special Foreign
Commitment to the Lender that has established such Special Foreign Commitment
pursuant to this Agreement and includes, without limitation, the principal of
and interest on all of the Notes payable by such Foreign Borrower to such
Lender, (ii) each extension, renewal or refinancing thereof in whole or in part,
(iii) the commitment fees, other fees and any prepayment fees payable hereunder
in connection with such Special Foreign Commitment, and (iv) all Related
Expenses incurred in connection with the foregoing;

         (b) with respect to the General Revolving Credit Commitment Amount,
collectively, (i) all Indebtedness incurred by Borrowers to the Lenders that
have a portion of the General Revolving Credit Commitment Amount and includes,
without limitation, the principal of and interest on all of the Revolving Credit
Notes payable to such Lenders in connection with the General Revolving Credit
Commitment Amount and the Swing Line Note, and all obligations with respect to
Letters of Credit, (ii) each extension, renewal or refinancing thereof, in whole
or in part, (iii) the commitment, prepayment and other fees and amounts payable
hereunder in connection with the General Revolving Credit Commitment Amount; and
(iv) all Related Expenses incurred in connection with the foregoing; and

         (c) with respect to the Term Loan Commitment, collectively, (i) all
Indebtedness incurred by Borrowers to the Lenders that have a portion of the
Term Loan Commitment and includes, without limitation, the principal of and
interest on all of the Term Notes, (ii) each extension, renewal or refinancing
thereof, in whole or in part, (iii) the prepayment and other fees and amounts
payable hereunder in connection with the Term Loan Commitment, and (iv) all
Related Expenses incurred in connection with the foregoing.


                                      E-4





<PAGE>


         "Applicable Margin" shall mean:

         (a) for the period from the Closing Date through June 30, 2002, (i)
with respect to Revolving Loans, two hundred (200) basis points for LIBOR Fixed
Rate Loans and fifty (50) basis points for Base Rate Loans, and (ii) with
respect to the Term Loans, two hundred twenty-five (225) basis points for those
portions of the Term Loan that are LIBOR Fixed Rate Loans and seventy-five (75)
basis points for those portions of the Term Loan that are Base Rate Loans; and

         (b) commencing with the financial statements of TCC for the fiscal
quarter ending April 30, 2002, the number of basis points (depending upon
whether such Loans are LIBOR Fixed Rate Loans or Base Rate Loans) set forth in
the following matrix, based upon the result of the computation of the Leverage
Ratio, shall be used to establish the number of basis points that will go into
effect on July 1, 2002 and thereafter:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                     Applicable Basis                           Applicable Basis   Applicable Basis
                                        Points for         Applicable Basis     Points for those   Points for those
                                      Revolving Loans         Points for        Portions of the     Portions of the
                                      that are LIBOR       Revolving Loans      Term Loans that     Term Loans that
                                        Fixed Rate        that are Base Rate    are LIBOR Fixed      are Base Rate
          Leverage Ratio                   Loans                Loans              Rate Loans            Loan
---------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>                 <C>                 <C>
Greater than 2.50 to 1.00                   200                   50                  225                 75
---------------------------------------------------------------------------------------------------------------------
Greater than 2.00 to 1.00 but               175                   25                  200                 50
less than or equal to 2.50 to 1.00
---------------------------------------------------------------------------------------------------------------------
Greater than 1.50 to 1.00 but               150                   0                   175                 25
less than or equal to 2.00 to 1.00
---------------------------------------------------------------------------------------------------------------------
Greater than 1.00 to 1.00 but               125                   0                   150                  0
less than or equal to 1.50 to 1.00
---------------------------------------------------------------------------------------------------------------------
Less than or equal to 1.00 to 1.00          100                   0                   125                  0
---------------------------------------------------------------------------------------------------------------------
</TABLE>

After July 1, 2002, changes to the Applicable Margin shall be effective on the
first day of each October, January, April and July thereafter, and shall be
based upon the Leverage Ratio as calculated at the end of the most recently
completed fiscal quarter. With respect to any fiscal year end of TCC, if final
calculations of the Leverage Ratio shall not be yet available by the date on
which the change to the Applicable Margin is to go into effect, then the
Leverage Ratio shall be calculated based upon the internal financial statements
of TCC and the Applicable Margin shall be retroactively adjusted if the final
calculation shall be different from the previous calculation. The above matrix
does not modify or waive, in any respect, the requirements of Section 5.7
hereof, the rights of Agent and the Lenders to charge the Default Rate, or the
rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII
hereof.


                                      E-5





<PAGE>


         "Aspect Vision Care Promissory Notes" shall mean those certain
unsecured instruments dated December 2, 1997 and made between Aspect Vision Care
Limited, as issuer of 8% Fixed Rate Guaranteed Loan Notes, and TCC, as the same
may from time to time be amended, restated or otherwise modified, so long as
such instruments shall not be increased, extended or otherwise materially
amended without the prior written consent of Agent and the Required Lenders.

         "Assignment Agreement" shall mean an Assignment and Acceptance
Agreement in the form of the attached Exhibit I.

         "Assumption Agreement" shall mean each Assumption Agreement executed by
a Foreign Borrower after the Closing Date, in the form of the attached Exhibit
H, as the same may from time to time be amended, restated or otherwise modified.

         "Bankers' Acceptance" shall mean a draft or bill of exchange in CAD
drawn by Canadian Borrower and presented by Canadian Borrower to Canadian Lender
for acceptance, with terms of thirty (30), sixty (60) or ninety (90) days or, if
available from Canadian Lender, one hundred twenty (120), one hundred fifty
(150) or one hundred eighty (180) days.

         "Bankers' Acceptance Agreement" shall mean the agreement to be executed
by Canadian Borrower and delivered to Canadian Lender, which shall provide for
the terms and conditions (in addition to those contained in this Agreement) upon
which Bankers' Acceptances will be accepted and purchased by Canadian Lender
pursuant to this Agreement.

          "Base Rate" shall mean (a) a rate per annum equal to the greater of
(i) the Prime Rate or (ii) one-half of one percent (.50%) in excess of the
Federal Funds Effective Rate; or (b) with respect to a Loan from Canadian Lender
to Canadian Borrower, the Canadian Base Rate. Any change in the Base Rate shall
be effective immediately from and after such change in the Base Rate.

         "Base Rate Loan" shall mean a Revolving Loan in Dollars (except, with
respect to Canadian Borrower, CAD only) on which a Borrower shall pay interest
at a rate based upon the Base Rate or those portions of the Term Loans that are
in Dollars on which a Borrower shall pay interest at a rate based upon the Base
Rate.

         "Biocompatibles Acquisition" shall mean the transaction consummated
pursuant to that certain International Share Sale Agreement made on January 15,
2002 among Biocompatibles International plc, Aspect Vision Holdings Limited, and
The Cooper Companies, Inc.

         "Biocompatibles Notes" shall mean, collectively, (a) that certain
promissory note dated on or about February 28, 2002, made by Aspect Vision
Holdings, Limited, in favor of Biocompatibles International plc, in the original
principal amount of 'L'10,928,000, (b) that certain promissory note dated on
or about February 28, 2002, made by TCC in favor of Biocompatibles International
plc in the original principal amount of 'L'20,137,000, and (c) that certain
promissory note dated on or about February 28, 2002, made by TCC in favor of
Biocompatibles International plc in the original principal amount of
'L'12,471,214.18.


                                      E-6





<PAGE>


         "Branch of Account" means Canadian Lender's branch located at First
Canadian Place, Toronto, Ontario.

          "Business Day" shall mean a day of the year on which banks are not
required or authorized to close in California, New York or Cleveland, Ohio, and,
if the applicable Business Day shall relate to any Eurodollar Loan, a day of the
year on which dealings in deposits are carried on in the London interbank
eurodollar market, and, if the applicable Business Day relates to any Alternate
Currency, a day of the year on which dealings in deposits are carried on in the
relevant Alternate Currency market.

         "CAD" shall mean Canadian Dollars.

         "CAD Equivalent" shall mean, with reference to the amount of Dollars on
any date of determination, the amount denominated in CAD, as of such date of
determination, that could be purchased with such amount of Dollars at the most
favorable spot exchange rate quoted by Agent at approximately 11:00 A.M.
(Cleveland, Ohio time) on such date.

         "Canadian Base Rate" shall mean the per annum interest rate established
from time to time by Canadian Lender as Canadian Lender's "prime rate" or
similar index, whether or not such rate is publicly announced, applicable to
commercial loans made by Canadian Lender in Canada in CAD; provided that the
Canadian Base Rate may not be the lowest interest rate charged by Canadian
Lender for such commercial loans. Each change in the Canadian Base Rate shall be
effective immediately from and after such change.

         "Canadian Borrower" shall mean CooperVision Canada Corp.

         "Canadian Commitment" shall mean the commitment of Canadian Lender to
make Revolving Loans to Canadian Borrower up to the maximum aggregate amount at
any time outstanding of the CAD Equivalent of Three Million Dollars
($3,000,000).

         "Canadian Credit Party" shall mean a Credit Party organized or
incorporated and existing under the federal or provincial laws of Canada.

         "Canadian Exposure" shall mean the Dollar Equivalent of the aggregate
principal amount of Revolving Loans to Canadian Borrower.

         "Canadian Lender" shall mean Bank of Montreal, or any other assignee
permitted under Section 10.10 hereof, so long as such assignee shall not be a
non-resident of Canada or not be deemed to be a non-resident of Canada under the
Income Tax Act (Canada) as the same may from time to time be in effect, or as
otherwise agreed to by Agent and TCC.

         "Capital Distribution" shall mean a payment made, liability incurred or
other consideration given by TCC to any Person, or by any Company to any Person
that is not a Company, for the purchase, acquisition, redemption, repurchase or
retirement of any capital stock or other equity interest of such Company or as a
dividend, return of capital or other


                                      E-7





<PAGE>


distribution (other than any stock dividend, stock split or other equity
distribution payable only in capital stock or other equity of such Company) in
respect of such Company's capital stock or other equity interest.

         "Capitalization Ratio" shall mean, on a Consolidated basis and in
accordance with GAAP, the ratio of (a) Consolidated Funded Indebtedness to (b)
Consolidated Total Capitalization.

         "Cash Equivalent" shall mean (a) a security that is the direct
obligation of the United States of America (including obligations guaranteed by
the United States of America), any member state of the European Union or any
other sovereign nation, which at the time of acquisition thereof, was not
targeted for sanctions by the Office of Foreign Assets Control of the United
States Department of the Treasury so long as the full faith of and credit of
such nation is pledged in support thereof; (b) time deposits, certificates of
deposit, bankers acceptances or other bank instruments issued by any Lender or
any other domestic or foreign commercial bank or United States branch of a
foreign bank licensed under the laws of the United States or a State thereof
having (i) capital and surplus in excess of Two Hundred Fifty Million Dollars
($250,000,000) and (ii) a Keefe Bank Watch Rating of "B" or better or, with
respect to any investment or deposit in a foreign bank in excess of One Million
Dollars ($1,000,000), an equivalent rating from a comparable foreign rating
agency (each an "Approved Depository"); (c) commercial paper or securities that
at the time of investment therein shall have been assigned one of the two
highest quality ratings in accordance with the rating systems employed by any of
Moody's or Standard & Poor's or any equivalent foreign rating agency; (d) fully
collateralized repurchase obligations entered into with any Lender or Approved
Depository, having a term of not more than ninety (90) days and covering
securities of the type describe in subpart (a) above; or (e) investments in
funds of any Societe d'Investissement a Capital Variable maintained by an
Approved Depository that invest primarily in cash and cash equivalents.

         "Change in Control" shall mean (a) the acquisition of ownership or
voting control, directly or indirectly, beneficially or of record, on or after
the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of
the SEC under the Securities Exchange Act of 1934, as then in effect), of shares
representing more than twenty-five percent (25%) of the aggregate ordinary
Voting Power represented by the issued and outstanding capital stock of TCC; or
(b) the occupation of a majority of the seats (other than vacant seats) on the
board of directors of TCC by Persons who were neither (i) nominated by the board
of directors of TCC nor (ii) appointed by directors so nominated.

         "CL-Tinters Oy" shall mean CL-Tinters Oy, a Finland corporation.

         "Closing Date" shall mean the effective date of this Agreement as set
forth in the first paragraph of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended,
together with the rules and regulations promulgated thereunder.


                                      E-8





<PAGE>


         "Collateral Agent" shall mean Agent acting as Collateral Agent for the
Lenders (and any other creditors agreed to in writing by Agent and the Lenders)
pursuant to the Security Documents.

         "Commitment" shall mean the obligation hereunder of the Lenders, during
the Commitment Period, to make USB Revolving Loans and FB Revolving Loans, and
to participate in the issuance of Letters of Credit and Swing Loans, pursuant to
the Revolving Credit Commitments, and to make the USB Term Loan and the FB Term
Loan pursuant to the Term Loan Commitment, up to the Total Commitment Amount.

         "Commitment Period" shall mean the period from the Closing Date through
April 30, 2005, or such earlier date on which the Commitment shall have been
terminated pursuant to Article VIII hereof.

         "Companies" shall mean all Borrowers and all Subsidiaries.

         "Company" shall mean a Borrower or a Subsidiary.

         "Compliance Certificate" shall mean a certificate, substantially in the
form of the attached Exhibit G.

         "Confidential Information" shall mean all confidential or proprietary
information about the Companies that has been furnished by any Company to Agent
or any Lender, whether furnished before or after the Closing Date and regardless
of the manner in which it is furnished, but does not include any such
information that (a) is or becomes generally available to the public other than
as a result of a disclosure by Agent or such Lender not permitted by this
Agreement, (b) was available to Agent or such Lender on a nonconfidential basis
prior to its disclosure to Agent or such Lender or (c) becomes available to
Agent or such Lender on a nonconfidential basis from a Person other than any
Company that is not, to the best of Agent's or such Lender's knowledge, acting
in violation of a confidentiality agreement with a Company or is not otherwise
prohibited from disclosing the information to Agent or such Lender.

         "Consideration" shall mean, in connection with an Acquisition, the
aggregate consideration paid, including borrowed funds, cash, the issuance of
securities or notes, the assumption or incurring of liabilities (direct or
contingent), the payment of consulting fees or fees for a covenant not to
compete and any other consideration paid for the purchase.

         "Consolidated" shall mean the resultant consolidation of the financial
statements of TCC and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the
consolidated financial statements referred to in Section 6.13 hereof.

         "Consolidated Capital Expenditures" shall mean, for any period, the
amount of capital expenditures of TCC, as determined on a Consolidated basis and
in accordance with GAAP.


                                      E-9





<PAGE>


         "Consolidated Depreciation and Amortization Charges" shall mean, for
any period, the aggregate of all depreciation and amortization charges for fixed
assets, leasehold improvements and general intangibles (specifically including
goodwill amortization and write-off) of TCC for such period, as determined on a
Consolidated basis and in accordance with GAAP.

         "Consolidated EBITDA" shall mean, for any period, on a Consolidated
basis and in accordance with GAAP, Consolidated Net Earnings for such period
plus the aggregate amounts deducted in determining such Consolidated Net
Earnings in respect of (a) Consolidated Interest Expense, (b) Consolidated
Income Tax Expense, and (c) Consolidated Depreciation and Amortization Charges.

         "Consolidated Fixed Charges" shall mean, for any period, with respect
to TCC, on a Consolidated basis and in accordance with GAAP, without
duplication, the aggregate of (a) Consolidated Interest Expense (including,
without limitation, the "imputed interest" portion of capital leases, synthetic
leases and asset securitizations, if any), (b) Consolidated Income Tax Expense
paid, (c) scheduled principal payments on Consolidated Funded Indebtedness due
in the twelve (12) months preceding the measurement date (other than optional
prepayments of the Revolving Credit Notes and all principal payments made under
the Aspect Vision Care Promissory Notes or the Biocompatibles Notes), (d) cash
dividends, return of capital or other cash distributions paid in respect of
common stock, (e) Consolidated Capital Expenditures that are not financed by
term loans or capital leases with initial maturities in excess of three hundred
sixty-five (365) days, (f) amounts, if any, paid to settle disputes to the
extent such amounts are not expensed in the calculation of Consolidated EBITDA,
and (g) amounts, if any, paid on any deferred purchase price of capital assets
to the extent such amounts are not expensed in the calculation of Consolidated
EBITDA.

         "Consolidated Funded Indebtedness" shall mean, for any period, Funded
Indebtedness of TCC for such period, as determined on a Consolidated basis and
in accordance with GAAP.

         "Consolidated Income Tax Expense" shall mean, for any period, all
provisions for taxes based on the gross or net income of TCC (including, without
limitation, any additions to such taxes, and any penalties and interest with
respect thereto), and all franchise taxes of TCC, as determined on a
Consolidated basis and in accordance with GAAP.

         "Consolidated Interest Expense" shall mean, for any period, the
interest expense of TCC for such period, as determined on a Consolidated basis
and in accordance with GAAP.

         "Consolidated Net Earnings" shall mean, for any period, the net income
(loss) of TCC for such period, as determined on a Consolidated basis and in
accordance with GAAP, but excluding (a) extraordinary gains and losses, (b)
earnings, gains and losses resulting from any write-up or write-down of assets
other than in the ordinary course of business, and (c) the cumulative effect of
a change in accounting principles.

         "Consolidated Net Worth" shall mean, at any date, the stockholders'
equity of TCC, determined as of such date on a Consolidated basis and in
accordance with GAAP.


                                      E-10





<PAGE>


         "Consolidated Proforma EBITDA" shall mean, for any period, Consolidated
EBITDA for such period plus the proforma EBITDA from the acquisition of the eye
care business of Biocompatibles International plc minus the proforma EBITDA from
any disposition permitted under Section 5.12 hereof and made during such period,
with such proforma adjustments to be (a) made as if the acquisition or
disposition occurred on the first day of such period, (b) supported by such
financial information as is satisfactory to Agent, and (c) made only if agreed
to in writing by Agent.

         "Consolidated Total Capitalization" shall mean, for any period, on a
Consolidated basis and in accordance with GAAP, Consolidated Net Worth plus
Consolidated Funded Indebtedness.

         "Controlled Group" shall mean TCC or a Domestic Guarantor of Payment,
and each Person required to be aggregated with TCC or such Domestic Guarantor of
Payment under Code Sections 414(b), (c), (m) or (o).

         "Credit Event" shall mean the making by the Lenders of a Loan, the
conversion by the Lenders of a Eurodollar Loan, the continuation by the Lenders
of a Eurodollar Loan, the making by the Swing Line Lender of a Swing Loan, or
the issuance by the Fronting Lender of a Letter of Credit.

         "Credit Party" shall mean each Borrower, Subsidiary or Affiliate that,
in each case, is a party to any Loan Document.

         "Debt" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, including,
without limitation, Related Expenses, owing by any Borrower or Guarantor of
Payment to Agent or any Lender pursuant to the terms of this Agreement or any
other Loan Document.

         "Default" shall mean an event or condition that constitutes, or with
the lapse of any applicable grace period or the giving of notice or both would
constitute, an Event of Default and that has not been waived by the Required
Lenders in writing.

         "Default Rate" shall mean (a) with respect to any Loan, a rate per
annum equal to two percent (2%) in excess of the rate otherwise applicable
thereto, and (b) with respect to any other amount, if no rate is specified or
available, a rate per annum equal to two percent (2%) in excess of the Base Rate
from time to time in effect.

         "Delayed Delivery Fee" shall mean that term as defined in Section
2.10(c) of this Agreement.

         "Depreciation and Amortization Charges" shall mean, for any period, in
accordance with GAAP, the aggregate of all such charges for fixed assets,
leasehold improvements and general intangibles (specifically including goodwill
amortization and write-off) of a Person for such period.


                                      E-11





<PAGE>


         "Derived Base Rate" shall mean a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) plus the Base Rate.

         "Derived LIBOR Fixed Rate" shall mean (a) with respect to a Eurodollar
Loan, a rate per annum equal to the sum of the Applicable Margin (from time to
time in effect) plus the Eurodollar Rate, and (b) with respect to an Alternate
Currency Loan, a rate per annum equal to the sum of the Applicable Margin (from
time to time in effect) plus the Alternate Currency Rate applicable to the
relevant Alternate Currency.

         "Derived Swing Loan Rate" shall mean a rate per annum equal to the
Derived Base Rate.

         "Discount Proceeds" shall mean, with respect to each Bankers'
Acceptance, an amount (rounded to the nearest full cent) calculated on the
applicable date of the Alternate Currency Loan which is equal to the face amount
of such Bankers' Acceptance divided by the sum of one plus the product of (a)
the Discount Rate applicable thereto multiplied by (b) a fraction, the numerator
or which is the term of such Bankers' Acceptance and the denominator of which is
three hundred sixty-five (365).

         "Discount Rate" shall mean, with respect to each Bankers' Acceptance to
be purchased by Canadian Lender on any date of an Alternate Currency Loan to be
made by Canadian Lender to Canadian Borrower, the rate existing as of 11:00 A.M.
(Eastern time) on such date as the discount rate of interest at which Canadian
Lender is then offering to purchase bankers' acceptances accepted by it having a
comparable aggregate face amount and identical maturity date to the aggregate
face amount and maturity date of such Bankers' Acceptances.

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

         "Dollar Equivalent" shall mean (a) with respect to an Alternate
Currency Loan, the Dollar equivalent of the amount of such Alternate Currency
Loan, determined by Agent on the basis of its spot rate at approximately 11:00
A.M. London time on the date two Business Days before the date of such Alternate
Currency Loan, for the purchase of the relevant Alternate Currency with Dollars
for delivery on the date of such Alternate Currency Loan, and (b) with respect
to any other amount, if such amount is denominated in Dollars, then such amount
in Dollars and, otherwise the Dollar equivalent of such amount, determined by
Agent on the basis of its spot rate at approximately 11:00 A.M. London time on
the date for which the Dollar equivalent amount of such amount is being
determined, for the purchase of the relevant Alternate Currency with Dollars for
delivery on such date; provided, however, that, in calculating the Dollar
Equivalent for purposes of determining (i) any Borrower's obligation to prepay
Loans pursuant to Section 2.12 hereof, or (ii) any Borrower's ability to request
additional Loans pursuant to the Commitment, Agent may, in its discretion, on
any Business Day selected by Agent (prior to payment in full of the Debt),
calculate the Dollar Equivalent of each such Loan. Agent shall notify TCC of the
Dollar Equivalent of such Alternate Currency Loan, or any other amount, at the
time that such Dollar Equivalent shall have been determined.

         "Domestic Guarantor of Payment" shall mean each of the Companies
designated a "Domestic Guarantor of Payment" on Schedule 3 hereto, each of which
is executing and


                                      E-12



<PAGE>


delivering a Guaranty of Payment, and any other Domestic Subsidiary that shall
deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

         "Domestic Subsidiary" shall mean a Subsidiary that is not a Foreign
Subsidiary.

         "Dormant Company" shall mean a Non-Credit Party that has aggregate
assets of less than Ten Thousand Dollars ($10,000) and no direct or indirect
Subsidiaries with aggregate assets of more than Ten Thousand Dollars ($10,000).

         "EBITDA" shall mean, for any period, in accordance with GAAP, Net
Earnings for such period, plus the aggregate amounts deducted in determining
such Net Earnings in respect of (a) income taxes, (b) interest expense, and (c)
Depreciation and Amortization Charges.

         "Environmental Laws" shall mean all applicable provisions of law,
statutes, ordinances, rules, regulations, orders-in-council, codes, permits,
licenses, judgments, writs, injunctions, decrees, orders, awards and standards
promulgated by the government of the United States of America or by any state or
municipality thereof or any foreign jurisdiction, or by any court having
jurisdiction, agency, instrumentality, regulatory authority or commission of any
of the foregoing concerning health, safety and protection of, or regulation of
the discharge of substances into, the environment.

         "Equalization Event" shall mean the earlier of (a) the occurrence of an
Event of Default under Section 7.12 hereof, or (b) the acceleration of the
maturity of the Debt after the occurrence of an Event of Default.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated pursuant thereto.

         "ERISA Event" shall mean, as to TCC or any Domestic Guarantor of
Payment, (a) the existence of a condition or event with respect to an ERISA Plan
that presents a risk of the imposition of an excise tax or of the imposition of
a Lien on the assets of such Company; (b) the engagement by such Company in a
non-exempt "prohibited transaction" (as defined under ERISA Section 406 or Code
Section 4975) or a breach of a fiduciary duty under ERISA that could result in
liability to such Company; (c) the application by a Controlled Group member for
a waiver from the minimum funding requirements of Code Section 412 or ERISA
Section 302 or such Company is required to provide security under Code Section
401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with
respect to any Pension Plan as to which notice is required to be provided to the
PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan
in a "complete withdrawal" or a "partial withdrawal" (as such terms are defined
in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or
occurrence or existence of any event or condition that makes likely the
involvement of, a Multiemployer Plan in any reorganization under ERISA Section
4241; (g) the failure of an ERISA Plan (and any related trust) that is intended
to be qualified under Code Sections 401 and 501 to be so qualified or the
failure of any "cash or deferred arrangement" under any such ERISA Plan to meet
the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps
to terminate a Pension Plan or appoint a trustee to administer a Pension Plan,
or the taking


                                      E-13





<PAGE>


by a Controlled Group member of any steps to terminate a Pension Plan; (i) the
failure by a Controlled Group member to satisfy any requirements of law
applicable to an ERISA Plan; (j) the commencement, existence or threatening of a
claim, action, suit, audit or investigation with respect to an ERISA Plan, other
than a routine claim for benefits; or (k) any occurrence by or any expectation
of the incurrence by a Controlled Group member of any liability for
post-retirement benefits under any Welfare Plan, other than as required by ERISA
Section 601, et. seq. or Code Section 4980B.

         "ERISA Plan" shall mean an "employee benefit plan" (within the meaning
of ERISA Section 3(3)) that a Controlled Group member at any time sponsors,
maintains, contributes to, has liability with respect to, or has an obligation
to contribute to, such plan.

         "Eurocurrency Liabilities" shall have the meaning assigned to that term
in Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar Loan" shall mean a Revolving Loan or a portion of a Term
Loan in Dollars and on which a Borrower shall pay interest at a rate based upon
the Eurodollar Rate.

         "Eurodollar Rate" shall mean, with respect to a Eurodollar Loan, for
any Interest Period, a rate per annum equal to the quotient obtained (rounded
upwards, if necessary, to the nearest 1/16th of 1%) by dividing (a) the per
annum rate of interest, determined by Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) as of
approximately 11:00 A.M. (London time) two Business Days prior to the beginning
of such Interest Period pertaining to such Eurodollar Loan, as provided by
Reuters (or, if for any reason such rate is unavailable from Reuters, from any
other similar company or service that provides rate quotations comparable to
those currently provided by Reuters) as the rate in the London interbank market
for Dollar deposits in immediately available funds with a maturity comparable to
such Interest Period, provided that, in the event that such rate quotation is
not available for any reason, then the Eurodollar Rate shall be the average
(rounded upward to the nearest 1/16th of 1%) of the per annum rates at which
deposits in immediately available funds in Dollars for the relevant Interest
Period and in the amount of the Eurodollar Loan to be disbursed or to remain
outstanding during such Interest Period, as the case may be, are offered to
Agent (or an affiliate of Agent, in Agent's discretion) by prime banks in any
Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M.
(London time) (or as soon thereafter as practicable), two Business Days prior to
the beginning of the relevant Interest Period pertaining to such Eurodollar Loan
hereunder; by (b) 1.00 minus the Reserve Percentage.

         "Event of Default" shall mean an event or condition that shall
constitute an event of default as defined in Article VII hereof.

         "Excluded Taxes" shall mean net income taxes (and franchise taxes
imposed in lieu of net income taxes) imposed on Agent or any Lender by the
Governmental Authority located in the jurisdiction of Agent or such Lender is
organized (other than any such connection arising solely from Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document).


                                      E-14





<PAGE>


         "FB Revolving Loan" shall mean a Base Rate Loan, a Eurodollar Loan or
an Alternate Currency Loan made to a Foreign Borrower pursuant to Section 2.2(d)
hereof.

         "FB Term Loan" shall mean the loan made to UK Term Borrower pursuant to
Section 2.3(b) hereof, in to original principal amount of the Dollar Equivalent
of Twenty-Five Million Dollars ($25,000,000).

         "Federal Funds Effective Rate" shall mean, for any day, the rate per
annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of New York (or any successor) on
such day as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the Closing Date.

         "Financial Officer" shall mean the chief financial officer, treasurer
or corporate controller. Unless otherwise qualified, all references to a
Financial Officer in this Agreement shall refer to the chief financial officer,
treasurer or corporate controller of TCC.

         "Fixed Charge Coverage Ratio" shall mean, for the most recently
completed four fiscal quarters of TCC, on a Consolidated basis and in accordance
with GAAP, the ratio of (a) Consolidated EBITDA to (b) Consolidated Fixed
Charges.

         "Foreign Affiliate" shall mean, with respect to a Foreign Borrower, a
parent Company, sister Company or Subsidiary of such Foreign Borrower that is
incorporated or organized in the same country as such Foreign Borrower.

         "Foreign Borrower" shall mean each of the Foreign Subsidiaries of TCC
set forth on Schedule 2 hereto, together with any other Wholly-Owned Subsidiary
of TCC that shall also be a Foreign Subsidiary of TCC that, on or after the
Closing Date, shall have satisfied, in the opinion of Agent, the requirements of
Section 2.7 hereof.

         "Foreign Borrower Maximum Revolving Amount" shall mean (a) prior to the
Provision Compliance Date, the Dollar Equivalent of Thirty-One Million Dollars
($31,000,000), and (b) on and after the Provision Compliance Date, the Dollar
Equivalent of Seventy-Five Million Dollars ($75,000,000).

         "Foreign Borrower Revolving Credit Note" shall mean a Foreign Borrower
Revolving Credit Note, in the form of the attached Exhibit C, executed and
delivered by a Foreign Borrower to a Lender pursuant to Section 2.5(c) hereof.

         "Foreign Borrower Revolving Exposure" shall mean the Dollar Equivalent
of the aggregate principal amount of FB Revolving Loans outstanding at any time
to Foreign Borrowers.


                                      E-15





<PAGE>


         "Foreign Borrower Term Note" shall mean a Foreign Borrower Term Note,
in the form of the attached Exhibit E, executed and delivered by UK Term
Borrower to each Lender pursuant to Section 2.5(e) hereof.

         "Foreign Guarantor of Payment" shall mean each of the Companies
designated a "Foreign Guarantor of Payment" on Schedule 3 hereto each of which
is executing and delivering a Guaranty of Payment, and any other Foreign
Affiliate that shall execute and deliver a Guaranty of Payment to Agent
subsequent to the Closing Date.

         "Foreign Subsidiary" shall mean a Subsidiary that is organized outside
of the United States.

         "Fronting Lender" shall mean, as to any Letter of Credit transaction
hereunder, KeyBank National Association, as the issuer of such Letter of Credit,
or such other Lender (or affiliate or subsidiary thereof) as determined by
Agent, as shall agree to issue the Letter of Credit in its own name, but on
behalf of the Lenders hereunder, and as approved by TCC or the account party.

         "Funded Indebtedness" shall mean, without duplication, the sum of (a)
all Indebtedness for borrowed money, (b) all obligations evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are
customarily made, (c) obligations created under any conditional sale or other
title retention agreements, (d) capitalized lease, synthetic lease and asset
securitization obligations, (e) outstanding reimbursement obligations with
respect to standby letters of credit, (f) guaranties of the obligations
described in subparts (a) through (e) hereof, and (g) all of the obligations
described in subparts (a) through (f) hereof of a Person that is not a Company
that is secured by a Lien upon property of a Company.

         "GAAP" shall mean accounting principles generally accepted in the
United States of America as then in effect, applied on a basis consistent with
the past accounting practices and procedures of TCC.

         "General Revolving Credit Commitment Amount" shall mean that portion of
the Revolving Credit Commitments held by Lenders other than the Special Foreign
Lenders, as set forth in Schedule 1 hereto.

         "Governmental Authority" shall mean any nation or government, any
state, province or territory or other political subdivision thereof, any
governmental agency, authority, instrumentality, regulatory body, court, central
bank or other governmental entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization.

         "Guarantor" shall mean a Person that shall have pledged its credit or
property in any manner for the payment or other performance of the indebtedness,
contract or other obligation of another and includes (without limitation) any
guarantor (whether of payment or of collection), surety, co-maker, endorser or
Person that shall have agreed conditionally or otherwise to make any purchase,
loan or investment in order thereby to enable another to prevent or correct a
default of any kind.


                                      E-16





<PAGE>


         "Guarantor of Payment" shall mean a Domestic Guarantor of Payment or
Foreign Guarantor of Payment.

         "Guaranty of Payment" shall mean (a) with respect to TCC, the Parent
Guaranty of Payment, and (b) with respect to any other Credit Party, each
Guaranty of Payment of Debt executed and delivered on or after the Closing Date
in connection herewith by the Guarantors of Payment, as the same may from time
to time be amended, restated or otherwise modified.

         "Hedge Agreement" shall mean any (a) hedge agreement, interest rate
swap, cap, collar or floor agreement, or other interest rate management device
entered into by a Borrower with any Person in connection with any Indebtedness
of such Borrower, or (b) currency swap agreement, forward currency purchase
agreement or similar arrangement or agreement designed to protect against
fluctuations in currency exchange rates entered into by a Borrower.

         "Indebtedness" shall mean, for any Company (excluding in all cases
trade payables payable in the ordinary course of business by such Company),
without duplication, (a) all obligations to repay borrowed money, direct or
indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred
purchase price of capital assets which are due more than ninety (90) days from
the date of the incurrence of the obligation in respect thereof, (c) all
obligations under conditional sales or other title retention agreements, (d) all
obligations (contingent or otherwise) under any letter of credit, bankers'
acceptance, currency swap agreement, interest rate swap, cap, collar or floor
agreement or other interest rate management device, (e) all synthetic leases,
(f) all lease obligations that have been or should be capitalized on the books
of such Company in accordance with GAAP, (g) all obligations of such Company
with respect to asset securitization financing programs to the extent that there
is recourse against such Company or such Company is liable (contingent or
otherwise) under any such program, (h) all obligations to advance funds to, or
to purchase assets, property or services from, any other Person in order to
maintain the financial condition of such Person, and (i) any other transaction
(including forward sale or purchase agreements) having the commercial effect of
a borrowing of money entered into by such Company to finance its operations or
capital requirements.

         "Intellectual Property Collateral Assignment Agreement" shall mean each
Intellectual Property Collateral Assignment Agreement, executed and delivered by
TCC and each Domestic Guarantor of Payment in favor of Collateral Agent, for the
benefit of Agent, Collateral Agent and the Lenders dated as of the Closing Date,
and any other Intellectual Property Collateral Assignment Agreement executed on
or after the Closing Date, as the same may from time to time be amended,
restated or otherwise modified.

         "Interest Adjustment Date" shall mean the last day of each Interest
Period.

         "Interest Period" shall mean, with respect to any LIBOR Fixed Rate
Loan, the period commencing on the date such LIBOR Fixed Rate Loan is made and
ending on the last day of such period, as selected by TCC (or the appropriate
Foreign Borrower) pursuant to the provisions hereof, and, thereafter (unless,
with respect to a Eurodollar Loan, such LIBOR Fixed Rate Loan is converted to a
Base Rate Loan), each subsequent period commencing on the last day of the


                                      E-17





<PAGE>


immediately preceding Interest Period and ending on the last day of such period,
as selected by TCC (or the appropriate Foreign Borrower) pursuant to the
provisions hereof. The duration of each Interest Period for any LIBOR Fixed Rate
Loan shall be one month, two months, three months, or six months, in each case
as TCC (or the appropriate Foreign Borrower) may select upon notice, as set
forth in Section 2.6 hereof; provided that (a) if TCC (or the appropriate
Foreign Borrower) shall fail to so select the duration of any Interest Period
for a Eurodollar Loan at least two Business Days prior to the Interest
Adjustment Date applicable to such Eurodollar Loan, such Borrower shall be
deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of
the then current Interest Period; and (b) each Alternate Currency Loan must be
repaid on the last day of the Interest Period applicable thereto.

         "IRB" shall mean the Industrial Revenue Bond issued by the County of
Monroe Industrial Development Agency to finance the cost of plant expansion,
building improvements and the purchase of equipment of CooperVision Inc.'s
Scottsville, New York facility, and the letter of credit, reimbursement
agreement and other documents executed in connection therewith.

         "Italian Subsidiary" shall mean Cooper Vision Italila srl, an Italy
corporation and any other Subsidiary organized or incorporated in Italy.

         "Landlord's Agreement" shall mean a landlord's waiver or mortgagee's
waiver, each in form and substance reasonably satisfactory to Agent, delivered
by a Company in connection with this Agreement, as the same may from time to
time be amended, restated or otherwise modified.

         "Lender Credit Exposure" shall mean, for any Lender, at any time, the
sum of (a) such Lender's pro rata share of the Revolving Credit Exposure
(exclusive of any Special Foreign Commitment) and the Term Loan Exposure, and
(b) the Dollar Equivalent of the aggregate principal amount of the Revolving
Loans outstanding pursuant to any Special Foreign Commitment of such Lender.

         "Letter of Credit" shall mean any commercial documentary letter of
credit or standby letter of credit that shall be issued by the Fronting Lender
for the account of TCC or a Domestic Guarantor of Payment, including amendments
thereto, if any, and shall have an expiration date no later than the earlier of
(a) one year after its date of issuance or (b) three Business Days prior to the
last day of the Commitment Period.

         "Letter of Credit Commitment" shall mean the Commitment of the Fronting
Lender, on behalf of the Lenders, to issue Letters of Credit in an aggregate
face amount of up to the Dollar Equivalent of Twenty Million Dollars
($20,000,000).

         "Letter of Credit Exposure" shall mean the sum of the Dollar Equivalent
of (a) the aggregate undrawn face amount of all issued and outstanding Letters
of Credit, and (b) the aggregate of the draws made on Letters of Credit that
shall not have been reimbursed by TCC or converted to a USB Revolving Loan
pursuant to Section 2.2(b)(5) hereof.


                                      E-18





<PAGE>


         "Leverage Ratio" shall mean, for the most recently completed four
fiscal quarters of TCC, on a Consolidated basis and in accordance with GAAP, the
ratio of (a) Consolidated Funded Indebtedness to (b) Consolidated Proforma
EBITDA.

         "LIBOR Fixed Rate Loan" shall mean a Eurodollar Loan or an Alternate
Currency Loan.

         "Lien" shall mean any mortgage, security interest, lien (statutory or
other), charge, encumbrance on (excluding any zoning restriction), pledge or
deposit of, or conditional sale, leasing (intended as security), sale with a
right of redemption or other title retention agreement and any capitalized lease
with respect to any property (real or personal) or asset.

         "Loan" shall mean a Revolving Loan, Term Loan or Swing Loan granted to
a Borrower by the Lenders in accordance with Section 2.2 or 2.3 hereof.

         "Loan Documents" shall mean, collectively, this Agreement, each Note,
each Guaranty of Payment, all documentation relating to each Letter of Credit,
each Security Document, each Bankers' Acceptance, the Bankers Acceptance
Agreement and the Agent Fee Letter, as any of the foregoing may from time to
time be amended, restated or otherwise modified or replaced.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise) or
prospects of TCC 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 and remedies of Agent or the Lenders hereunder or thereunder.

         "Material Indebtedness Agreement" shall mean any debt instrument, lease
(capital, operating or otherwise), guaranty, contract, commitment, agreement or
other arrangement (other than a Hedge Agreement) evidencing any Indebtedness of
any Company in excess of the aggregate amount of Eight Million Dollars
($8,000,000).

         "Maximum Amount" shall mean, for each Lender, the amount set forth
opposite such Lender's name under the column headed "Maximum Amount" as set
forth on Schedule 1 hereto, subject to decreases determined pursuant to Section
2.10(e) hereof and assignments of interests pursuant to Section 10.10 hereof;
provided, however, that the Maximum Amount for the Swing Line Lender shall
exclude the Swing Loan Commitment.

         "Maximum Revolving Amount" shall mean, for each Lender, the aggregate
of the General Revolving Credit Commitment Amount and any Special Foreign
Commitment Amount of such Lender as set forth on Schedule 1 hereto, subject to
decreases determined pursuant to Section 2.10(e) hereof and assignments of
interests pursuant to Section 10.10 hereof; provided, however, that the Maximum
Revolving Amount for the Swing Line Lender shall exclude the Swing Loan
Commitment.

         "Moody's" shall mean Moody's Investors Service, Inc., or any successor
to such company.


                                      E-19





<PAGE>


         "Multiemployer Plan" shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.

         "National Westminster Bank Plc Notes" shall mean the three secured
notes payable by Aspect Vision Care Limited to the National Westminster Bank Plc
in the aggregate principal amount outstanding, as of March 31, 2002, of Eight
Hundred Fifty-Four Thousand Four Hundred Eleven Pounds Sterling ('L'854,411).

         "Net Earnings" shall mean, for any period, the net income (loss) for
such period, determined in accordance with GAAP.

         "Non-Credit Party" shall mean a Company that is not a Credit Party.

         "Non-Credit Party Exposure" shall mean the aggregate amount, after the
Closing Date, of loans by a Company to, investments by a Company in, guaranties
by a Company of Indebtedness of, and Letters of Credit issued to or for the
benefit of, a Foreign Subsidiary that is a Non-Credit Party.

         "Note" shall mean each Revolving Credit Note, Swing Line Note or Term
Note, or any other note delivered pursuant to this Agreement.

         "Notice of Loan" shall mean a Notice of Loan in the form of the
attached Exhibit F.

         "Organizational Documents" shall mean, with respect to any Person
(other than an individual), such Person's Articles (Certificate) of
Incorporation, or equivalent formation documents, and Bylaws, or equivalent
governing documents, and any amendments to any of the foregoing.

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

         "Parent Guaranty of Payment" shall mean a Guaranty of Payment, in form
and substance satisfactory to Agent and the Lenders, executed and delivered by
TCC with respect to the obligations of the Foreign Borrowers, as the same may
from time to time be amended, restated or otherwise modified.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, or its
successor.

         "Pension Plan" shall mean an ERISA Plan that is a "pension plan"
(within the meaning of ERISA Section 3(2)).

         "Permitted Foreign Subsidiary Loans and Investments" shall mean:


                                      E-20





<PAGE>


         (a) the investments by TCC or a Domestic Subsidiary in a Foreign
Subsidiary, existing as of the Closing Date and set forth on Schedule 5 hereto;

         (b) the loans by TCC or a Domestic Subsidiary to a Foreign Subsidiary,
in such amounts existing as of the Closing Date and set forth on Schedule 5
hereto;

         (c) any investment by a Foreign Subsidiary in, or loan from a Foreign
Subsidiary to, or guaranty from a Foreign Subsidiary issued to, a Foreign
Subsidiary that is a Credit Party;

         (d) any Non-Credit Party Exposure with respect to a Foreign Subsidiary,
not otherwise permitted under this definition, up to the aggregate amount of Two
Million Dollars ($2,000,000) for such Foreign Subsidiary so long as the
Non-Credit Party Exposure to all Foreign Subsidiaries incurred pursuant to this
subpart (d) does not exceed the aggregate amount of Ten Million Dollars
($10,000,000) at any time outstanding;

         (e) any trade payable owing to a Company created in the ordinary course
of business, that is payable by a Foreign Subsidiary and paid within ninety (90)
days after the creation of such trade payable; and

         (f) any investment by a Foreign Subsidiary that is not a Credit Party
in, or loan by a Foreign Subsidiary that is not a Credit Party to, a Foreign
Subsidiary.

         "Permitted Investment" shall mean an investment of a Company in the
stock or other debt or equity instruments of a Person (other than a Person that,
after giving effect to such investment, would be a Company), so long as the
aggregate amount of all such investments of all Companies does not exceed, at
any time, an aggregate amount equal to Fifteen Million Dollars ($15,000,000).

         "Permitted Liens" shall mean any of the following: (a) any Lien granted
to Agent or Collateral Agent securing Indebtedness incurred to Agent and the
Lenders in connection with this Agreement; (b) Liens for taxes, assessments or
other governmental charges incurred in the ordinary course of business and (i)
for which no interest, late charge or penalty is attaching or being charged or
(ii) that are being contested in good faith by appropriate proceedings
diligently pursued and, if required by GAAP, for which adequate provisions have
been established; (c) Liens, not delinquent, created by statute in connection
with workers' compensation, unemployment insurance, social security, old age
pensions, and similar statutory obligations or to secure bids or performance of
public contracts in the ordinary course of business; (d) Liens of mechanics,
materialmen, carriers, warehousemen, banks in the chain of collection or
maintaining deposit or other possessory accounts (but only to the extent
thereof), or other like statutory or common law Liens securing obligations
incurred in good faith in the ordinary course of business that are not yet due
and payable; (e) minor encumbrances or imperfections of title, including,
without limitation, existing or future zoning restrictions, existing or future
recorded rights-of-way, existing or future recorded easements, existing or
future recorded private restrictions or existing or future public restrictions
on the use of real property, none of which (individually or in the aggregate)
would materially impair the present or future use of such property or would be
violated in any material respect by any existing or proposed structure or land
use or would have a


                                      E-21





<PAGE>


material adverse effect on the sale or lease of such property, or render title
thereto unmarketable; (f) statutory or common law Liens arising in the ordinary
course of business for (i) sums not due or sums being contested in good faith
and by appropriate proceedings and, if required by GAAP, for which adequate
reserves have been established, and (ii) not securing any Indebtedness; (g)
Liens of a landlord on fixtures and leasehold improvements so long as either (i)
Borrowers shall have delivered to Agent a landlord's waiver, in form and
substance satisfactory to Agent, with respect to the location leased from such
landlord or (ii) such fixtures and leasehold improvements are at a location
other than those set forth on Schedule 6 hereto; (h) a financing statement filed
to provide notice of an operating lease entered into in the ordinary course of
business; and (i) without duplicating the foregoing, prior claims that are
unregistered and that secure accounts that are not yet due and payable.

         "Person" shall mean any individual, sole proprietorship, partnership,
joint venture, unincorporated organization, corporation, limited liability
company, institution, trust, estate, government or other agency or political
subdivision thereof or any other entity.

         "Pledge Agreement" shall mean the Pledge Agreements executed and
delivered by TCC and each Domestic Subsidiary in favor of Collateral Agent, for
the benefit of Agent, Collateral Agent and the Lenders, dated as of the Closing
Date, and any other Pledge Agreement executed by any other Domestic Subsidiary
on or after the Closing Date, as any of the foregoing may from time to time be
amended, restated or otherwise modified.

         "PPSA" shall have the meaning given to such term in Section 4.2(h).

         "Prime Rate" shall mean the interest rate established from time to time
by Agent as Agent's prime rate, whether or not such rate is publicly announced;
the Prime Rate may not be the lowest interest rate charged by Agent for
commercial or other extensions of credit. Each change in the Prime Rate shall be
effective immediately from and after such change.

         "Provision Compliance" shall mean that Agent shall have received
evidence, in form and substance satisfactory to Agent, that the statutory
declarations and auditor's reports complying with Section 155 of the Companies
Act 1985 have been completed with respect to Hydron Limited and Hydron
Investments Limited.

         "Provision Compliance Date" shall mean the date that Agent provides
written notice to TCC and the Lenders that Provision Compliance has occurred.

         "Qualifying Lender" shall mean a Lender which is, in respect of any
payment to be made to it, (a) within the charge of the United Kingdom
corporation tax as respects that payment by reason of being beneficially
entitled to that payment and either resident in the United Kingdom for tax
purposes or trading in the United Kingdom through a branch or agency; or (b)
entitled to that payment under a double taxation treaty in force (subject to the
completion of any necessary procedural formalities) without any deduction or
withholding on account of tax.

         "Regularly Scheduled Payment Date" shall mean the last day of each
January, April, July and October of each year.


                                      E-22





<PAGE>


         "Related Expenses" shall mean any and all costs, liabilities and
expenses (including, without limitation, losses, damages, penalties, claims,
actions, reasonable attorneys' fees, legal expenses, judgments, suits and
disbursements) incurred or imposed upon or asserted against Agent in any attempt
by Agent or any Lender (a) to obtain, preserve, perfect or enforce any security
interest evidenced by any Loan Document; (b) to obtain payment, performance or
and observance of any and all of the Debt; (c) during an Event of Default, to
maintain, insure, collect, preserve, repossess or dispose of any of the
collateral securing the Debt or any thereof, including, without limitation,
costs and expenses for appraisals, assessments or audits of any Company or any
such collateral; or (d) incidental or related to (a) through (c) above,
including, without limitation, interest thereupon from the date thirty (30) days
after notice has been delivered to TCC that such amounts have been incurred,
imposed or asserted until paid at the Default Rate.

         "Related Writing" shall mean each Loan Document and any other written
assignment, mortgage, security agreement, guaranty agreement, subordination
agreement, financial statement, audit report or other writing furnished by any
Credit Party or any of its officers, to Agent or the Lenders pursuant to or
otherwise in connection with this Agreement.

         "Reportable Event" shall mean a reportable event as such term is
defined in ERISA Section 4043 for which notice to the PBGC has not been waived
by the PBGC.

         "Required Lenders" shall mean the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the Commitment, or, if there shall be any
borrowing hereunder, the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the aggregate amount outstanding under the Notes (other than the
Swing Line Note).

         "Requirement of Law" shall mean, as to any Person, 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.

         "Reserve Amount" shall mean (a) the aggregate of (i) so long as the
Aspect Vision Care Promissory Notes shall be outstanding, Twenty-One Million
Dollars ($21,000,000), plus (ii) prior to the Provision Compliance Date,
Forty-Four Million Dollars ($44,000,000); and (b) after payment in full of the
Aspect Vision Care Promissory Notes and the occurrence of the Provision
Compliance Date, zero (0).

         "Reserve Percentage" shall mean, with respect to any LIBOR Fixed Rate
Loan for any day, that percentage (expressed as a decimal) that is in effect on
such day, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement (including,
without limitation, all basic, supplemental, marginal and other reserves and
taking into account any transitional adjustments or other scheduled changes in
reserve requirements) for a member bank of the Federal Reserve System in
Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Eurodollar Rate and
the Alternate Currency Rate shall be adjusted automatically on and as of the
effective date of any change in the Reserve Percentage.


                                      E-23





<PAGE>


         "Responsible Officer" shall mean, with respect to a Borrower, any of
the president, the chief executive officer, the chief financial officer, the
chief operating officer, the treasurer, the corporate controller or the chief
administrative officer.

         "Restricted Payment" shall mean, with respect to any Company, any
Capital Distribution.

         "Revolving Credit Commitment" shall mean the obligation hereunder,
during the Commitment Period, of (a) each Lender to make Revolving Loans up to
the Maximum Revolving Amount for such Lender, (b) the Fronting Lender to issue
and each Lender to participate in Letters of Credit pursuant to the Letter of
Credit Commitment, and (c) the Swing Line Lender to make and each Lender to
participate in Swing Loans pursuant to the Swing Line Commitment.

         "Revolving Credit Exposure" shall mean, at any time, the Dollar
Equivalent of the sum of (a) the aggregate principal amount of all USB Revolving
Loans outstanding, (b) the Swing Line Exposure, (c) the Letter of Credit
Exposure, and (d) the Foreign Borrower Revolving Exposure.

         "Revolving Credit Note" shall mean a U.S. Borrower Revolving Credit
Note or a Foreign Borrower Revolving Credit Note.

         "Revolving Loan" shall mean a USB Revolving Loan or a FB Revolving
Loan.

         "SEC" shall mean the United States Securities and Exchange Commission,
or any governmental body or agency succeeding to any of its principal functions.

         "Security Agreement" shall mean each Security Agreement, executed and
delivered by TCC and each Domestic Guarantor of Payment in favor of Collateral
Agent, for the benefit of Agent, Collateral Agent and the Lenders, dated as of
the Closing Date, and any other Security Agreement executed on or after the
Closing Date, as the same may from time to time be amended, restated or
otherwise modified.

         "Security Documents" shall mean each Security Agreement, each Pledge
Agreement, each Intellectual Property Collateral Assignment Agreement, each
Landlord's Agreement, each U.C.C. financing statement or similar filing as to a
jurisdiction located outside of the United States of America executed in
connection herewith or securing any interest created in any of the foregoing
documents, and any other document pursuant to which any Lien is granted by a
Company to Collateral Agent as security for the Debt, or any part thereof, and
each other agreement executed in connection with any of the foregoing, as any of
the foregoing may from time to time be amended, restated or otherwise modified
or replaced.

         "Special Foreign Borrower Maximum Amount" shall mean the amount set
forth on Schedule 4 hereto with respect to each Foreign Borrower described on
Schedule 4 hereto.

         "Special Foreign Commitment" shall mean the Canadian Commitment and any
other commitment established under this Agreement pursuant to an amendment as
described in Section 2.13(a) hereof.


                                      E-24





<PAGE>


         "Special Foreign Lender" shall mean a Canadian Lender or any other
Lender that shall hold a Special Foreign Commitment.

         "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or any successor to such company.

         "Subordinated", as applied to Indebtedness, shall mean that the
Indebtedness shall have been subordinated (by written terms or written agreement
being, in either case, in form and substance satisfactory to Agent and the
Required Lenders) in favor of the prior payment in full of the Debt.

         "Subsidiary" of a Company or any of its Subsidiaries shall mean (a) a
corporation more than fifty percent (50%) of the Voting Power of which is owned,
directly or indirectly, by such Company or by one or more other subsidiaries of
such Company or by such Company and one or more subsidiaries of such Company,
(b) a partnership or limited liability company of which such Company, one or
more other subsidiaries of such Company or such Company and one or more
subsidiaries of such Company, directly or indirectly, is a general partner or
managing member, as the case may be, or otherwise has an ownership interest
greater than fifty percent (50%) of all of the ownership interests in such
partnership or limited liability company, or (c) any other Person (other than a
corporation, partnership or limited liability company) in which such Company,
one or more other subsidiaries of such Company or such Company and one or more
subsidiaries of such Company, directly or indirectly, has at least a majority
interest in the Voting Power or the power to elect or direct the election of a
majority of directors or other governing body of such Person.

         "Swing Line" shall mean the credit facility established by the Swing
Line Lender for TCC in accordance with Section 2.2(c) hereof.

         "Swing Line Commitment" shall mean the commitment of the Swing Line
Lender to make Swing Loans to TCC up to the maximum aggregate amount at any time
outstanding of Five Million Dollars ($5,000,000) in accordance with the terms
and conditions of the Swing Line.

         "Swing Line Exposure" shall mean, at any time, the aggregate principal
amount of all Swing Loans outstanding.

         "Swing Line Lender" shall mean KeyBank National Association, as holder
of the Swing Line Commitment.

         "Swing Line Note" shall mean the Swing Line Note, in the form of the
attached Exhibit B, executed and delivered pursuant to Section 2.5(b) hereof.

         "Swing Loan" shall mean a loan granted to TCC by the Swing Line Lender
under the Swing Line.


                                      E-25





<PAGE>


         "Swing Loan Maturity Date" shall mean, with respect to any Swing Loan,
the earlier of (a) fourteen (14) days after the date such Swing Loan is made, or
(b) the last day of the Commitment Period.

         "Taxes" shall mean any present or future taxes, levies, imposts,
duties, charges, fees, deductions or withholdings now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority (together
with any interest, penalties or similar liabilities with respect thereto) other
than Excluded Taxes.

         "Term Loan" shall mean the USB Term Loan or the FB Term Loan.

         "Term Loan Commitment" shall mean the obligation hereunder of the
Lenders to make the USB Term Loan and the FB Term Loan, with each Lender's
obligation to participate therein being in the Dollar Equivalent of the amount
set forth opposite such Lender's name under the column headed "Term Loan
Commitment Amount" as set forth on Schedule 1 hereto, subject to assignments of
interests pursuant to Section 10.10 hereof.

         "Term Loan Exposure" shall mean, at any time, the aggregate outstanding
principal amount of the Term Loans.

         "Term Loan Maturity Date" shall mean April 30, 2007.

         "Term Note" shall mean a U.S. Borrower Term Note or a Foreign Borrower
Term Note.

         "Total Commitment Amount" shall mean the principal amount of the Dollar
Equivalent of Two Hundred Twenty-Five Million Dollars ($225,000,000), or such
lesser amount as shall be determined pursuant to Section 2.10(e) hereof;
provided, however, that, for the purposes of determining the Total Commitment
Amount, Agent may, in its discretion, calculate the Dollar Equivalent of any
Alternate Currency Loan on any Business Day selected by Agent.

         "Total Revolving Commitment Amount" shall mean the principal amount of
the Dollar Equivalent of One Hundred Fifty Million Dollars ($150,000,000), as
such amount may be reduced pursuant to Section 2.10(e) hereof; provided,
however, that, for the purposes of determining the Total Revolving Commitment
Amount, Agent may, in its discretion, calculate the Dollar Equivalent of any
Alternate Currency Loan on any Business Day selected by Agent.

         "U.C.C." shall mean the Uniform Commercial Code, as in effect from time
to time in the specified state.

         "UK Revolving Borrowers" shall mean Aspect Vision Care Limited, Aspect
Vision Holdings Limited and CooperVision International Holding Company, L.P.

         "UK Term Borrower" shall mean Aspect Vision Holdings Limited.


                                      E-26





<PAGE>


         "U.S. Borrower Revolving Credit Note" shall mean a U.S. Borrower
Revolving Credit Note in the form of the attached Exhibit A, executed and
delivered by TCC to each Lender pursuant to Section 2.5(a) hereof.

         "U.S. Borrower Term Note" shall mean a U.S. Borrower Term Note in the
form of the attached Exhibit D, executed and delivered by TCC to each Lender
pursuant to Section 2.5(d) hereof.

         "USB Revolving Loan" shall mean a Base Rate Loan, a Eurodollar Loan or
an Alternate Currency Loan granted to TCC in accordance with Section 2.2(a)
hereof.

         "USB Term Loan" shall mean the loan made to TCC in accordance with
Section 2.3(a) hereof in the original principal amount of Fifty Million Dollars
($50,000,000).

         "Voting Power" shall mean, with respect to any Person, the exclusive
ability to control, through the ownership of shares of capital stock,
partnership interests, membership interests or otherwise, the election of
members of the board of directors or other similar governing body of such
Person. The holding of a designated percentage of Voting Power of a Person means
the ownership of shares of capital stock, partnership interests, membership
interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or
similar governing body of such Person.

         "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within
the meaning of ERISA Section 3(l).

         "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any
corporation, limited liability company or other entity, at least ninety percent
(90%) of the securities or other ownership interest of which having ordinary
Voting Power to elect a majority of the board of directors, or other persons
performing similar functions, are at the time directly or indirectly owned by
such Person.

         Section 1.2. Accounting Terms. Any accounting term not specifically
defined in this Article I shall have the meaning ascribed thereto by GAAP.

         Section 1.3. Terms Generally. The foregoing definitions shall be
applicable to the singular and plurals of the foregoing defined terms.


                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

         Section 2.1.  Amount and Nature of Credit.

         (a) Subject to the terms and conditions of this Agreement, each Lender,
to the extent hereinafter provided, shall make Loans to Borrowers, participate
in Swing Loans made by the Swing Line Lender to TCC, and issue or participate in
Letters of Credit at the request of TCC, in such aggregate amount as Borrowers
shall request pursuant to the Commitment; provided,


                                      E-27



<PAGE>


however, that in no event shall the Dollar Equivalent of the aggregate principal
amount of all Loans and Letters of Credit outstanding under this Agreement be in
excess of the Total Commitment Amount.

         (b) Each Lender, for itself and not one for any other, agrees to make
Loans, participate in Swing Loans made by the Swing Line Lender to TCC, and
issue and participate in Letters of Credit, during the Commitment Period, on
such basis that, immediately after the completion of any borrowing by a Borrower
or the issuance of a Letter of Credit, (i) the Dollar Equivalent of the
aggregate principal amount then outstanding on the Notes (other than the Swing
Line Note) issued to such Lender, when combined with such Lender's pro rata
share of the Letter of Credit Exposure and the Swing Line Exposure, shall not be
in excess of the Maximum Amount for such Lender, (ii) the Dollar Equivalent of
the aggregate principal amount outstanding on the Notes (other than the Swing
Line Note and other than with respect to any Special Foreign Commitment) issued
to such Lender shall represent that percentage of the Dollar Equivalent of the
aggregate principal amount then outstanding on all of the Notes (other than the
Swing Line Note and other than with respect to any Special Foreign Commitment)
that shall be such Lender's Applicable Commitment Percentage with respect to the
Commitment (other than any Special Foreign Commitment), and (iii) the Dollar
Equivalent of the aggregate principal amount outstanding on the Note issued to
any Special Foreign Lender shall represent that percentage of the Dollar
Equivalent of the aggregate principal amount then outstanding on all of the
Notes (other than the Swing Line Note and other than with respect to any Special
Foreign Commitment) that shall be such Lender's Applicable Commitment Percentage
with respect to the Special Foreign Commitment of such Special Foreign Lender.
Each borrowing (other than Swing Loans) from the Lenders hereunder shall be made
pro rata according to the respective Applicable Commitment Percentages of the
Lenders.

         (c) The Loans may be made as USB Revolving Loans, FB Revolving Loans,
Swing Loans, a USB Term Loan and a FB Term Loan, and Letters of Credit may be
issued, as follows:

         Section 2.2. Revolving Credit.

         (a) U.S. Borrower Revolving Loans to TCC.

         Subject to the terms and conditions of this Agreement, during the
Commitment Period, the Lenders shall make a USB Revolving Loan or USB Revolving
Loans to TCC in such amount or amounts as TCC may from time to time request, but
not exceeding in aggregate principal amount at any time outstanding hereunder
the General Revolving Credit Commitment Amount, when such USB Revolving Loans
are combined with the Revolving Credit Exposure (exclusive of any Special
Foreign Commitment); provided, however, that (i) TCC shall not request an
Alternate Currency Loan hereunder (and the Lenders shall not be obligated to
make an Alternate Currency Loan) if, after giving effect thereto, the Alternate
Currency Exposure would exceed the Alternate Currency Maximum Amount, (ii) the
difference between the General Revolving Credit Commitment Amount minus the
Revolving Credit Exposure (exclusive of any Special Foreign Commitment) shall be
no less than the Reserve Amount. TCC shall have the option, subject to the terms
and conditions set forth herein, to borrow USB Revolving Loans, maturing on the
last day of the Commitment Period, by means of any combination of Base Rate
Loans, Eurodollar


                                      E-28





<PAGE>


Loans or Alternate Currency Loans. With respect to each Alternate Currency Loan,
subject to the other provisions of this Agreement, TCC shall receive all of the
proceeds of such Alternate Currency Loan in one Alternate Currency and repay
such Alternate Currency Loan in the same Alternate Currency. Subject to the
provisions of this Agreement, TCC shall be entitled under this subpart (a) to
borrow funds, repay the same in whole or in part and re-borrow hereunder at any
time and from time to time during the Commitment Period.

         (b) Letters of Credit.

                  (i) Generally. Subject to the terms and conditions of this
         Agreement, during the Commitment Period, the Fronting Lender shall, in
         its own name, on behalf of the Lenders, issue such Letters of Credit
         for the account of TCC or a Domestic Guarantor of Payment, for the
         benefit of a third party (including any Company), in each case, as TCC
         may from time to time request. TCC shall not request any Letter of
         Credit (and the Fronting Lender shall not be obligated to issue any
         Letter of Credit) if, after giving effect thereto, (A) the Letter of
         Credit Exposure would exceed the Letter of Credit Commitment, (B) with
         respect to a request for a Letter of Credit to be issued in an
         Alternate Currency, the Alternate Currency Exposure would exceed the
         Alternate Currency Maximum Amount, or (C) the Revolving Credit Exposure
         (exclusive of any Special Foreign Commitment) would exceed the General
         Revolving Credit Commitment Amount. Each Letter of Credit may, at TCC's
         election, be denominated in either Dollars or an Alternate Currency.
         The issuance of each Letter of Credit shall confer upon each Lender the
         benefits and liabilities of a participation consisting of an undivided
         pro rata interest in the Letter of Credit to the extent of such
         Lender's Applicable Commitment Percentage.

                  (ii) Request for Letter of Credit. Each request for a Letter
         of Credit shall be delivered to Agent not later than 1:00 P.M. (Eastern
         time) three Business Days prior to the day upon which the Letter of
         Credit is to be issued. Each such request shall be in a form acceptable
         to Agent (and the Fronting Lender, if the Fronting Lender shall be a
         Lender other than Agent) and specify the face amount thereof, whether
         such Letter of Credit shall be a commercial documentary or a standby
         Letter of Credit, the account party, the beneficiary, the intended date
         of issuance, the expiry date thereof, the Alternate Currency if other
         than Dollars are requested, and the nature of the transaction to be
         supported thereby. Concurrently with each such request, TCC, and any
         Domestic Guarantor of Payment for whose account the Letter of Credit is
         to be issued, shall execute and deliver to the Fronting Lender an
         appropriate application and agreement, being in the standard form of
         the Fronting Lender for such letters of credit, as amended to conform
         to the provisions of this Agreement, if required by Agent. Agent shall
         give the Fronting Lender and each Lender notice of each such request
         for a Letter of Credit.

                  (iii) Commercial Documentary Letters of Credit. In respect of
         each Letter of Credit that shall be a commercial documentary letter of
         credit and the drafts thereunder, whether issued for the account of TCC
         or a Domestic Guarantor of Payment, TCC agrees (A) to pay to Agent, for
         the pro rata benefit of the Lenders, a non-refundable commission based
         upon the face amount of the Letter of Credit, which shall be paid on
         the date that


                                      E-29





<PAGE>


         any draw shall have been made on such Letter of Credit, at the rate of
         the Applicable Margin for USB Revolving Loans that are LIBOR Fixed
         Rate Loans (in effect on the date such payment is to be made) times
         the amount drawn under such Letter of Credit; (B) to pay to Agent, for
         the benefit of the Fronting Lender, an additional Letter of Credit
         fee, which shall be paid on the date that any draw shall be made on
         such Letter of Credit, at the rate of one-eighth percent (1/8%) of the
         amount drawn under such Letter of Credit; and (C) to pay to Agent, for
         the benefit of the Fronting Lender, such other issuance, amendment,
         negotiation, draw, acceptance, telex, courier, postage and similar
         transactional fees as are generally charged by the Fronting Lender
         under its fee schedule as in effect from time to time, provided that
         such fees under this subpart (C) shall not exceed the greater of Five
         Hundred Dollars ($500) or one percent (1%) of the face amount of the
         Letter of Credit.

                  (iv) Standby Letters of Credit. In respect of each Letter of
         Credit that shall be a standby letter of credit and the drafts
         thereunder, if any, whether issued for the account of TCC or a Domestic
         Guarantor of Payment, TCC agrees (A) to pay to Agent, for the pro rata
         benefit of the Lenders, a non-refundable commission based upon the face
         amount of the Letter of Credit, which shall be paid quarterly in
         arrears, on the last day of each Regularly Scheduled Payment Date from
         the date of the such Letter of Credit through the quarter in which such
         Letter of Credit is outstanding, at a rate equal to the Applicable
         Margin for USB Revolving Loans that are LIBOR Fixed Rate Loans (in
         effect on the date such payment is to be made) times the face amount of
         the Letter of Credit; (B) to pay to Agent, for the benefit of the
         Fronting Lender, an additional Letter of Credit fee, which shall be
         paid on each date that such Letter of Credit shall be issued or renewed
         at the rate of one-eighth percent (1/8 of 1%) of the face amount of
         such Letter of Credit; and (C) to pay to Agent, for the benefit of the
         Fronting Lender, such other issuance, amendment, negotiation, draw,
         acceptance, telex, courier, postage and similar transactional fees as
         shall be generally charged by the Fronting Lender under its fee
         schedule as in effect from time to time, provided that such fees under
         this subpart (C) shall not exceed the greater of Five Hundred Dollars
         ($500) or one percent (1%) of the face amount of the Letter of Credit.

                  (v) Refunding of Letters of Credit with USB Revolving Loans.
         Whenever a Letter of Credit shall be drawn, TCC shall immediately
         reimburse the Fronting Lender for the amount drawn. With respect to
         Letters of Credit denominated only in Dollars, in the event that the
         amount drawn shall not be reimbursed by TCC within one Business Day of
         the drawing of such Letter of Credit, at the sole option of Agent (and
         the Fronting Lender, if the Fronting Lender shall be a Lender other
         than Agent), TCC shall be deemed to have requested a USB Revolving
         Loan, subject to the provisions of subpart (a) of this Section, in the
         amount drawn. Such USB Revolving Loan shall be evidenced by the U.S.
         Borrower Revolving Credit Notes. Each Lender agrees to make a USB
         Revolving Loan on the date of such notice in accordance with such
         Lender's Applicable Commitment Percentage, subject to no conditions
         precedent whatsoever. Each Lender acknowledges and agrees that its
         obligation to make a USB Revolving Loan in accordance with such
         Lender's Applicable Commitment Percentage, pursuant to subpart (a) of
         this Section when required by this subpart (b)(v), shall be absolute
         and unconditional and shall not be


                                      E-30





<PAGE>


         affected by any circumstance whatsoever, including, without
         limitation, the occurrence and continuance of a Default or Event of
         Default, and that its payment to Agent, for the account of the
         Fronting Lender, of the proceeds of such USB Revolving Loan shall be
         made without any offset, abatement, recoupment, counterclaim,
         withholding or reduction whatsoever and whether or not such Lender's
         Revolving Credit Commitment shall have been reduced or terminated. TCC
         irrevocably authorizes and instructs Agent to apply the proceeds of
         any borrowing pursuant to this subpart to reimburse, in full, the
         Fronting Lender for the amount drawn on such Letter of Credit. Each
         such USB Revolving Loan shall be deemed to be a Base Rate Loan unless
         otherwise requested by and available to TCC hereunder. Each Lender is
         hereby authorized to record on its records relating to its U.S.
         Borrower Revolving Credit Note such Lender's pro rata share of the
         amounts paid and not reimbursed on the Letters of Credit.

                  (vi) Participation in Letters of Credit. If, for any reason,
         the Fronting Lender shall be unable to or, in the opinion of Agent, it
         shall be impracticable to, convert any Letter of Credit to a USB
         Revolving Loan pursuant to subpart (v) of this Section, the Fronting
         Lender shall have the right to request that each Lender purchase a
         participation in the amount due with respect to such Letter of Credit
         in accordance with such Lender's Applicable Commitment Percentage, and
         Agent shall promptly notify each Lender thereof (by facsimile or
         telephone, confirmed in writing). Upon such notice, but without further
         action, the Fronting Lender hereby agrees to grant to each Lender in
         accordance with such Lender's Applicable Commitment Percentage, and
         each Lender hereby agrees to acquire from the Fronting Lender, an
         undivided participation interest in the amount due with respect to such
         Letter of Credit in an amount equal to such Lender's Applicable
         Commitment Percentage of the aggregate principal amount of the amount
         due with respect to such Letter of Credit. In consideration and in
         furtherance of the foregoing, each Lender hereby absolutely and
         unconditionally agrees, upon receipt of notice as provided above, to
         pay to the Fronting Lender, for its sole account, such Lender's ratable
         share of the amount due with respect to such Letter of Credit
         (determined in accordance with such Lender's Applicable Commitment
         Percentage). Each Lender acknowledges and agrees that its obligation to
         acquire participations in the amount due under any Letter of Credit
         that shall have been drawn but not reimbursed by TCC pursuant to this
         subpart (vi) shall be absolute and unconditional and shall not be
         affected by any circumstance whatsoever, including, without limitation,
         the occurrence and continuance of a Default or Event of Default, and
         that each such payment shall be made without any offset, abatement,
         recoupment, counterclaim, withholding or reduction whatsoever and
         whether or not such Lender's Revolving Credit Commitment shall have
         been reduced or terminated. Each Lender shall comply with its
         obligation under this subpart (vi) by wire transfer of immediately
         available funds, in the same manner as provided in Section 2.6 with
         respect to USB Revolving Loans. Each Lender is hereby authorized to
         record on its records such Lender's pro rata share of the amounts paid
         and not reimbursed on the Letters of Credit.


                                      E-31





<PAGE>


         (c)      Swing Loans to TCC.

                  (i) Generally. Subject to the terms and conditions of this
         Agreement, during the Commitment Period, the Swing Line Lender shall
         make a Swing Loan or Swing Loans to TCC in such amount or amounts as
         TCC may from time to time request; provided that TCC shall not request
         any Swing Loan hereunder if, after giving effect thereto, (A) the
         Revolving Credit Exposure (exclusive of any Special Foreign Commitment)
         would exceed the General Revolving Credit Commitment Amount, or (B) the
         Swing Line Exposure would exceed the Swing Line Commitment. Each Swing
         Loan shall be due and payable on the Swing Loan Maturity Date
         applicable thereto. TCC shall not request that more than two Swing
         Loans be outstanding at any time. Each Swing Loan shall be made in
         Dollars. Subject to the provisions of this Agreement, TCC shall be
         entitled under this subpart (c)(i) to borrow funds, repay the same in
         whole or in part and reborrow hereunder at any time and from time to
         time during the Commitment Period.

                  (ii) Refunding of Swing Loans. If the Swing Line Lender so
         elects, by giving notice to TCC and the Lenders, TCC agrees that the
         Swing Line Lender shall have the right, in its sole discretion, to
         require that any Swing Loan be refinanced as a USB Revolving Loan. Such
         USB Revolving Loan shall be a Base Rate Loan unless and until otherwise
         requested and available to TCC hereunder. Upon receipt of such notice
         by TCC and the Lenders, TCC shall be deemed, on such day, to have
         requested a USB Revolving Loan in the principal amount of the Swing
         Loan in accordance with subpart (a) of this Section and Section 2.6
         hereof (other than the requirement set forth in subpart (d) of Section
         2.6). Each Lender agrees to make a USB Revolving Loan on the date of
         such notice in accordance with such Lender's Applicable Commitment
         Percentage, subject to no conditions precedent whatsoever. Each Lender
         acknowledges and agrees that such Lender's obligation to make a USB
         Revolving Loan in accordance with such Lender's Applicable Commitment
         Percentage, pursuant to subpart (a) of this Section when required by
         this subpart (ii) is absolute and unconditional and shall not be
         affected by any circumstance whatsoever, including, without limitation,
         the occurrence and continuance of a Default or Event of Default, and
         that its payment to the Swing Line Lender, for the account of the Swing
         Line Lender, of the proceeds of such USB Revolving Loan shall be made
         without any offset, abatement, recoupment, counterclaim, withholding or
         reduction whatsoever and whether or not such Lender's Revolving
         Commitment shall have been reduced or terminated. Borrower irrevocably
         authorizes and instructs Agent to apply the proceeds of any borrowing
         pursuant to this subpart (ii) to repay in full such Swing Loan.

                  (iii) Participation in Swing Loans. If, for any reason, the
         Swing Line Lender is unable to or, in the opinion of Agent, it is
         impracticable to, convert any Swing Loan to a USB Revolving Loan
         pursuant to subpart (ii) of this Section, then on any day that a Swing
         Loan is outstanding (whether before or after the maturity thereof), the
         Swing Line Lender shall have the right to request that each Lender
         purchase a participation in such Swing Loan in accordance with such
         Lender's Applicable Commitment Percentage, and the Swing Line Lender
         shall promptly notify each Lender thereof (by facsimile or


                                      E-32





<PAGE>


         telephone, confirmed in writing). Upon such notice, but without
         further action, the Swing Line Lender hereby agrees to grant to each
         Lender in accordance with such Lender's Applicable Commitment
         Percentage, and each Lender hereby agrees to acquire from the Swing
         Line Lender, an undivided participation interest in such Swing Loan in
         an amount equal to such Lender's Applicable Commitment Percentage of
         the aggregate principal amount of such Swing Loan. In consideration
         and in furtherance of the foregoing, each Lender hereby absolutely and
         unconditionally agrees, upon receipt of notice as provided above, to
         pay to the Swing Line Lender, for its sole account, such Lender's
         ratable share of such Swing Loan (determined in accordance with such
         Lender's Applicable Commitment Percentage). Each Lender acknowledges
         and agrees that its obligation to acquire participations in Swing
         Loans pursuant to this subpart (iii) is absolute and unconditional and
         shall not be affected by any circumstance whatsoever, including,
         without limitation, the occurrence and continuance of a Default or an
         Event of Default, and that each such payment shall be made without any
         offset, abatement, recoupment, counterclaim, withholding or reduction
         whatsoever and whether or not such Lender's Revolving Commitment shall
         have been reduced or terminated. Each Lender shall comply with its
         obligation under this subpart (iii) by wire transfer of immediately
         available funds, in the same manner as provided in Section 2.6 hereof
         with respect to USB Revolving Loans to be made by such Lender.

         (d)      Foreign Borrower Revolving Loans.

                  (i) General Foreign Borrower Revolving Loans. Subject to the
          terms and conditions of this Agreement, during the Commitment Period,
          the Lenders shall make a FB Revolving Loan or FB Revolving Loans to a
          Foreign Borrower (other than a Foreign Borrower with a Special Foreign
          Commitment) in such amount or amounts as such Foreign Borrower (or
          TCC, on behalf of such Foreign Borrower) may from time to time
          request; provided that no Foreign Borrower may request a FB Revolving
          Loan (and the Lenders shall not be obligated to make a FB Revolving
          Loan) if, after giving effect thereto, (A) the Foreign Borrower
          Revolving Exposure would exceed the Foreign Borrower Maximum Revolving
          Amount, (B) the Revolving Credit Exposure would exceed the Total
          Revolving Commitment Amount, (C) the Alternate Currency Exposure would
          exceed the Alternate Currency Maximum Amount, or (D) the Special
          Foreign Borrower Maximum Amount for any Foreign Borrower would be
          exceeded. Each Foreign Borrower (other than a Foreign Borrower with a
          Special Foreign Commitment) shall have the option, subject to the
          terms and conditions set forth herein, to borrow FB Revolving Loans
          maturing on the last day of the Commitment Period, by means of any
          combination of Base Rate Loans, Eurodollar Loans or Alternate Currency
          Loans. With respect to each Alternate Currency Loan, subject to the
          other provisions of this Agreement, such Foreign Borrower shall
          receive all of the proceeds of such Alternate Currency Loan in one
          Alternate Currency and repay such Alternate Currency Loan in the same
          Alternate Currency. Subject to the provisions of this Agreement,
          Foreign Borrowers shall be entitled under this subpart (d)(i) to
          borrow FB Revolving Loans, repay the same in whole or in part, and
          re-borrow hereunder at any time and from time to time during the
          Commitment Period.


                                      E-33





<PAGE>


                  (ii)     Special Foreign Borrower Revolving Loans.

                           (A) Canadian Foreign Borrower Revolving Loans.
                  Subject to the terms and conditions of this Agreement, during
                  the Commitment Period, Canadian Lender shall make a FB
                  Revolving Loan or FB Revolving Loans to Canadian Borrower in
                  such amount or amounts as Canadian Borrower (or TCC, on
                  behalf of Canadian Borrower) may from time to time request;
                  provided that Canadian Borrower may not request a FB
                  Revolving Loan (and Canadian Lender shall not be obligated to
                  make a FB Revolving Loan to Canadian Borrower), if, after
                  giving effect thereto, (1) the Foreign Borrower Revolving
                  Exposure would exceed the Foreign Borrower Maximum Revolving
                  Amount, (2) the Revolving Credit Exposure would exceed the
                  Total Revolving Commitment Amount, (3) the Alternate Currency
                  Exposure would exceed the Alternate Currency Maximum Amount,
                  or (4) the Canadian Exposure would exceed the Canadian
                  Commitment. Canadian Borrower shall have the option, subject
                  to the terms and conditions set forth herein, to borrow FB
                  Revolving Loans maturing on the last day of the Commitment
                  Period, by means of any combination of Base Rate Loans or
                  Alternate Currency Loans. Canadian Borrower shall receive all
                  of the proceeds of Base Rate Loans and Alternate Currency
                  Loans made to it in Canadian Dollars and repay all such Loans
                  in Canadian Dollars. Canadian Borrower may elect to borrow
                  Alternate Currency Loans by way of Bankers' Acceptances, in
                  accordance with the terms and conditions set forth in
                  Schedule 2.1(d)(ii)(A). Subject to the provisions of this
                  Agreement, Canadian Borrower shall be entitled under this
                  subpart (d)(ii)(A) to borrow FB Revolving Loans, repay the
                  same in whole or in part, and re-borrow hereunder at any time
                  and from time to time during the Commitment Period.

                           (B) [Reserved]

         Section 2.3. Term Loans.

         (a) U.S. Borrower Term Loan to TCC. Subject to the terms and conditions
of this Agreement, the Lenders shall make a five year USB Term Loan to TCC on
the Closing Date in the amount of the USB Term Loan. The USB Term Loan shall be
payable in fifteen (15) consecutive quarterly principal installments of Three
Million One Hundred Twenty-Five Thousand Dollars ($3,125,000) each, commencing
July 31, 2003, and continuing on each Regularly Scheduled Payment Date
thereafter, with the balance thereof payable in full on the Term Loan Maturity
Date. TCC shall notify Agent, in accordance with the notice provisions of
Section 2.6 hereof, what portion of the USB Term Loan will be a Base Rate Loan
or Eurodollar Loans. The USB Term Loan may be a mixture of a Base Rate Loan and
Eurodollar Loans.

         (b) Foreign Borrower Term Loan to UK Term Borrower. Subject to the
terms and conditions of this Agreement, the Lenders shall make a five year FB
Term Loan to UK Term Borrower on the Closing Date in the amount of the FB Term
Loan. To evidence the FB Term Loan, UK Term Borrower shall execute and deliver
to each Lender a FB Term Note, in the form of Exhibit E hereto. The FB Term Loan
shall be payable in fifteen (15) consecutive quarterly


                                      E-34





<PAGE>


principal installments of the Dollar Equivalent of One Million Five Hundred
Sixty-Two Thousand Five Hundred Dollars ($1,562,500) each, commencing July 31,
2003, and continuing on each Regularly Scheduled Payment Date thereafter, with
the balance thereof payable in full on the Term Loan Maturity Date. UK Term
Borrower shall notify Agent, in accordance with the notice provisions of Section
2.6 hereof, what portions of the UK Term Loan will be a Base Rate Loan,
Eurodollar Loans or Alternate Currency Loans. The FB Term Loan may be a mixture
of a Base Rate Loan, Eurodollar Loans and Alternate Currency Loans. Each
Alternate Currency Loan shall be made and repaid in a single Alternate Currency.

         Section 2.4. Interest.

         (a) U.S. Borrower Revolving Loans.

                  (i) Base Rate Loans. TCC shall pay interest on the unpaid
         principal amount of USB Revolving Loans that are Base Rate Loans
         outstanding from time to time from the date thereof until paid at the
         Derived Base Rate from time to time in effect. Interest on such Base
         Rate Loans shall be payable, commencing July 31, 2002, and on the last
         day of each Regularly Scheduled Payment Date thereafter and at the
         maturity thereof.

                  (ii) LIBOR Fixed Rate Loans. TCC shall pay interest on the
         unpaid principal amount of each Revolving Loan that is a Eurodollar
         Loan or an Alternate Currency Loan outstanding from time to time, fixed
         in advance on the first day of the Interest Period applicable thereto
         through the last day of the Interest Period applicable thereto (but
         subject to changes in the Applicable Margin), at the Derived LIBOR
         Fixed Rate. Interest on such LIBOR Fixed Rate Loans shall be payable on
         each Interest Adjustment Date (provided that if an Interest Period
         shall exceed three months, the interest shall be paid every three
         months, commencing three months from the beginning of such Interest
         Period).

         (b) Swing Loans. TCC shall pay interest, for the sole benefit of Agent
(and any Lender that shall have purchased a participation in such Swing Loan),
on the unpaid principal amount of each Swing Loan outstanding from time to time
from the date thereof until paid at the Derived Swing Loan Rate. Interest on
each Swing Loan shall be payable on the Swing Loan Maturity Date applicable
thereto. Each Swing Loan shall bear interest for a minimum of one day.

         (c) Foreign Borrower Revolving Loans.

                  (i) Base Rate Loans. Each Foreign Borrower shall pay interest
         on the unpaid principal amount of FB Revolving Loans that are Base Rate
         Loans outstanding from time to time from the date thereof until paid at
         the Derived Base Rate from time to time in effect. Interest on such
         Base Rate Loans shall be payable, commencing July 31, 2002, and on the
         last day of each Regularly Scheduled Payment Date thereafter and at the
         maturity thereof.

                  (ii) LIBOR Fixed Rate Loans. Each Foreign Borrower (other than
         Canadian Borrower) shall pay interest on the unpaid principal amount of
         each Revolving Loan that


                                      E-35





<PAGE>


         is a Eurodollar Loan or an Alternate Currency Loan outstanding from
         time to time, fixed in advance on the first day of the Interest Period
         applicable thereto through the last day of the Interest Period
         applicable thereto (but subject to changes in the Applicable Margin),
         at the Derived LIBOR Fixed Rate. Interest on such LIBOR Fixed Rate
         Loans shall be payable on each Interest Adjustment Date (provided that
         if an Interest Period shall exceed three months, the interest shall be
         paid every three months, commencing three months from the beginning of
         such Interest Period). Canadian Borrower shall pay interest on each
         Alternate Currency Loan made to it in accordance with Schedule
         2.1(d)(ii)(A) hereto.

         (d) U.S. Borrower Term Loan.

                  (i) Base Rate Loan. With respect to any portion of the USB
         Term Loan that shall be a Base Rate Loan, TCC shall pay interest on the
         unpaid principal amount thereof outstanding from time to time from the
         date thereof until paid, commencing July 31, 2002, and continuing on
         each Regularly Scheduled Payment Date thereafter and at the maturity
         thereof, at the Derived Base Rate from time to time in effect.

                  (ii) LIBOR Fixed Rate Loans. With respect to any portion of
          the USB Term Loan that shall be a Eurodollar Loan, TCC shall pay
          interest on the unpaid principal amount of each Eurodollar Loan
          outstanding from time to time, fixed in advance on the first day of
          the Interest Period applicable thereto through the last day of the
          Interest Period applicable thereto (but subject to changes in the
          Applicable Margin), at the Derived LIBOR Fixed Rate. Interest on such
          Eurodollar Loan shall be payable on each Interest Adjustment Date with
          respect to an Interest Period (provided that if an Interest Period
          shall exceed three months, the interest must be paid every three
          months, commencing three months from the beginning of such Interest
          Period).

         (e) Foreign Borrower Term Loan.

                  (i) Base Rate Loan. With respect to any portion of the FB Term
         Loan that shall be a Base Rate Loan, UK Term Borrower shall pay
         interest on the unpaid principal amount thereof outstanding from time
         to time from the date thereof until paid, commencing July 31, 2002, and
         continuing on each Regularly Scheduled Payment Date thereafter and at
         the maturity thereof, at the Derived Base Rate from time to time in
         effect.

                  (ii) LIBOR Fixed Rate Loans. With respect to any portion of
          the FB Term Loan that shall be a LIBOR Fixed Rate Loan, UK Term
          Borrower shall pay interest on the unpaid principal amount of each
          LIBOR Fixed Rate Loan outstanding from time to time, fixed in advance
          on the first day of the Interest Period applicable thereto through the
          last day of the Interest Period applicable thereto (but subject to
          changes in the Applicable Margin), at the Derived LIBOR Fixed Rate.
          Interest on such LIBOR Fixed Rate Loan shall be payable on each
          Interest Adjustment Date with respect to an Interest Period (provided
          that if an Interest Period shall exceed three months, the interest
          must be


                                      E-36





<PAGE>


         paid every three months, commencing three months from the beginning of
         such Interest Period).

         (f) Default Rate. Anything herein to the contrary notwithstanding, if
an Event of Default shall occur hereunder, at the option of the Required
Lenders, (i) the principal of each Note and the unpaid interest thereon shall
bear interest, until paid, at the Default Rate; (ii) the fee for the aggregate
undrawn face amount of all issued and outstanding Letters of Credit shall be
increased by two percent (2%); and (iii) in the case of any other amount due
from Borrowers hereunder or under any other Loan Document, such amount shall
bear interest at the Default Rate.

         (g) Limitation on Interest.

                  (i) General. In no event shall the rate of interest hereunder
         exceed the maximum rate allowable by law.

                  (ii) Canadian Interest. If any provision of this Agreement or
         any of the other Loan Documents would obligate the Canadian Borrower to
         make any payment of interest or other amount payable to (including for
         the account of) the Canadian Lender in an amount, or calculated at a
         rate, that would be prohibited by law or would result in a receipt by
         the Canadian Lender of interest at a criminal rate (as such terms are
         construed under the Criminal Code (Canada)) then, notwithstanding such
         provision, such amount or rate shall be deemed to have been adjusted
         with retroactive effect to the maximum amount or rate of interest, as
         the case may be, as would not be so prohibited by law or so result in a
         receipt by the Canadian Lender of interest at a criminal rate, such
         adjustment to be effected, to the extent necessary, as follows: (A)
         first, by reducing the amount or rate of interest required to be paid
         to the Canadian Lender under this Article II; and (B) thereafter, by
         reducing any fees, commissions, premiums and other amounts required to
         be paid to the Canadian Lender which would constitute interest for
         purposes of Section 347 of the Criminal Code (Canada). Notwithstanding
         the foregoing, and after giving effect to all adjustments contemplated
         thereby, if Canadian Lender shall have received an amount in excess of
         the maximum amount permitted by that section of the Criminal Code
         (Canada), then Canadian Borrower shall be entitled, by notice in
         writing to the Canadian Lender, to obtain reimbursement from the
         Canadian Lender in an amount equal to such excess, and pending such
         reimbursement, such amount shall be deemed to be an amount payable by
         the Canadian Lender to the Canadian Borrower. Any amount or rate of
         interest referred to in this Article II with respect to the Canadian
         Commitment shall be determined in accordance with generally accepted
         actuarial practices and principles as an effective annual rate of
         interest over the term that the Canadian Commitment remains outstanding
         on the assumption that any charges, fees or expenses that fall within
         the meaning of "interest" (as defined in the Criminal Code (Canada))
         shall, if they relate to a specific period of time, be pro-rated over
         that period of time and otherwise be pro-rated over the Commitment
         Period and, in the event of a dispute, a certificate of a Fellow of the
         Canadian Institute of Actuaries appointed by the Agent shall be
         conclusive for the purposes of such determination.


                                      E-37





<PAGE>


         Section 2.5. Evidence of Indebtedness.

         (a) U.S. Borrower Revolving Loans. The obligation of TCC to repay the
USB Revolving Loans made by each Lender and to pay interest thereon shall be
evidenced by a U.S. Borrower Revolving Credit Note of TCC payable to the order
of such Lender in the principal amount of its pro rata share of the General
Revolving Credit Commitment Amount, or, if less, the aggregate unpaid principal
amount of USB Revolving Loans made by such Lender.

         (b) Swing Loans. The obligation of TCC to repay the Swing Loans and to
pay interest thereon shall be evidenced by a Swing Line Note of TCC, payable to
the order of Swing Line Lender in the principal amount of the Swing Line
Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans
made hereunder by Agent.

         (c) Foreign Borrower Revolving Loans. The obligation of each Foreign
Borrower (other than a Foreign Borrower with a Special Foreign Commitment) to
repay the FB Revolving Loans made by each Lender and to pay interest thereon
shall be evidenced by the Foreign Borrower Revolving Credit Note of such Foreign
Borrower in favor of each Lender. The obligation of each Foreign Borrower with a
Special Foreign Commitment to repay the FB Revolving Loans made by the Special
Foreign Lender with such Special Foreign Commitment and to pay interest thereon
shall be evidenced by the Foreign Borrower Revolving Credit Note of such Foreign
Borrower in favor of Special Foreign Lender with such Special Foreign
Commitment.

         (d) U.S. Borrower Term Loan. To evidence the USB Term Loan, TCC shall
execute and deliver to each Lender a U.S. Borrower Term Note.

         (e) Foreign Borrower Term Loan. To evidence the FB Term Loan, UK Term
Borrower shall execute and deliver to each Lender a Foreign Borrower Term Note.

         Section 2.6. Notice of Credit Event; Funding of Loans.

         (a) Notice of Loan. Agent (and, with respect to notices given in
respect of Special Foreign Commitments, the related Special Foreign Lenders)
shall have received a Notice of Loan prior to any borrowing, conversion or
continuation by (i) 1:00 P.M. (Eastern time) on the proposed date of borrowing
of any Base Rate Loan, (ii) 1:00 P.M. (Eastern time) two Business Days prior to
the proposed date of borrowing, conversion or continuation of any Eurodollar
Loan, (iii) 1:00 P.M. (Eastern time) three Business Days prior to the proposed
date of borrowing of any Alternate Currency Loan, and (iv) 1:00 P.M. (Eastern
time) on the proposed date of borrowing any Swing Loan.

         (b) Funding of Loans. Agent shall notify each Lender (that has an
Applicable Commitment Percentage with respect to the requested Credit Event) of
the date, amount, type of currency and initial Interest Period (if applicable)
promptly upon the receipt of such notice, and, in any event, by 2:00 P.M.
(Eastern time) on the date such notice is received. On the date such Credit
Event is to occur, each such Lender (other than Canadian Lender) shall provide
to Agent, not later than 3:00 P.M. (Eastern time), the amount in federal or
other immediately available


                                      E-38





<PAGE>


funds, or in the applicable Alternate Currency, required of it. Canadian Lender
shall provide Loans directly to Canadian Borrower. If Agent shall elect to
advance the proceeds of such Loan prior to receiving funds from such Lender,
Agent shall have the right, upon prior notice to TCC, to debit any account of
TCC or otherwise receive from the appropriate Borrower, on demand, such amount,
in the event that such Lender shall fail to reimburse Agent in accordance with
this subsection. Agent shall also have the right to receive interest from such
Lender at the Federal Funds Effective Rate in the event that such Lender shall
fail to provide its portion of the Loan on the date requested and Agent shall
elect to provide such funds.

         (c) Conversion of Loans. At the request of TCC (or the appropriate
Borrower) to Agent, subject to the notice and other provisions of this Section
2.6, the Lenders shall convert Base Rate Loans to Eurodollar Loans at any time
and shall convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment
Date. No Alternate Currency Loan or Swing Loan may be converted to a Base Rate
Loan or Eurodollar Loan and no Base Rate Loan or Eurodollar Loan may be
converted to an Alternate Currency Loan or Swing Loan.

         (d) Minimum Amount. Each request for:

                  (i) a Base Rate Loan (other than pursuant to a Special Foreign
         Commitment) shall be in an amount of not less than One Million Dollars
         ($1,000,000), increased by increments of Five Hundred Thousand Dollars
         ($500,000);

                  (ii) a Base Rate Loan under a Special Foreign Commitment shall
         be in an amount of not less than One Hundred Thousand Dollars
         ($100,000) increased by increments of One Hundred Thousand Dollars
         ($100,000);

                  (iii) a Eurodollar Loan or Alternate Currency Loan under a
         Special Foreign Commitment shall be in an amount (or, with respect to
         an Alternate Currency Loan, the Dollar Equivalent) of not less than Two
         Hundred Fifty Thousand Dollars ($250,000) increased by increments of
         Fifty Thousand Dollars ($50,000) (or, with respect to an Alternate
         Currency Loan, such approximately comparable Dollar Equivalent amount
         as shall result in a rounded number of the applicable Alternate
         Currency);

                  (iv) a Eurodollar Loan or Alternate Currency Loan other than
         under a Special Foreign Commitment shall be in an amount (or, with
         respect to an Alternate Currency Loan, the Dollar Equivalent) of not
         less than Two Million Dollars ($2,000,000), increased by increments of
         One Million Dollars ($1,000,000) (or, with respect to an Alternate
         Currency Loan, such approximately comparable Dollar Equivalent amount
         as shall result in a rounded number of the applicable Alternate
         Currency); and

                  (v) a Swing Loan shall be in an amount not less than Two
         Hundred Fifty Thousand Dollars ($250,000).

         (e) Interest Periods. At no time shall all Borrowers request that
Eurodollar Loans or Alternate Currency Loans be outstanding for more than
sixteen (16) different Interest Periods at any time for such Borrowers, and, if
Base Rate Loans shall be outstanding, then Eurodollar


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<PAGE>


Loans or Alternate Currency Loans shall be limited to fifteen (15) different
Interest Periods at any time.

         (f) Authorization.

                  (i) Authorization of TCC. For purposes of this Agreement, each
         Foreign Borrower hereby (A) authorizes TCC to request Loans on behalf
         of such Foreign Borrower and to give such notices or furnish such
         certificates to Agent or any Lender as may be required or permitted by
         this Agreement for the benefit of and on behalf of such Foreign
         Borrower, and (B) authorizes Agent or such Lender to treat such
         requests, notices, certificates or consents given or made by TCC to
         have been made, given or furnished by the applicable Foreign Borrower
         for purposes of this Agreement. Agent and each Lender shall be entitled
         to rely on each such Notice of Loan or other request, notice,
         certificate or consent made, given or furnished by TCC pursuant to the
         provisions of this Agreement or any other Loan Document, as being made
         or furnished on behalf of, and with the effect of irrevocably binding,
         the applicable Foreign Borrower.

                  (ii) Authorization of UK Revolving Borrowers. For purposes of
         this Agreement, each UK Revolving Borrower hereby (A) authorizes the
         other UK Revolving Borrowers (in addition to TCC pursuant to subpart
         (i) above) to request Loans on behalf of such UK Revolving Borrower and
         to give such notices or furnish such certificates to Agent or any
         Lender as may be required or permitted by this Agreement for the
         benefit of and on behalf of such Foreign Borrower, and (B) authorizes
         Agent or such Lender to treat such requests and notices given or made
         by such UK Revolving Borrower to have been made, given or furnished by
         the other UK Revolving Borrower for purposes of this Agreement. Agent
         and each Lender shall be entitled to rely on each such Notice of Loan
         or other request, notice, certificate or consent made, given or
         furnished by the UK Revolving Borrower pursuant to the provisions of
         this Agreement or any other Loan Document, as being made or furnished
         on behalf of, and with the effect of irrevocably binding, the
         applicable UK Revolving Borrower. Each UK Revolving Borrower
         acknowledges and agrees that the Lenders are entering into this
         Agreement at the request of each UK Revolving Borrower and with the
         understanding that each UK Revolving Borrower is and shall remain fully
         liable, jointly and severally, for payment in full of the Debt of the
         UK Revolving Borrowers.

         Section 2.7. Addition of Foreign Borrowers.

         (a) At the request of TCC, a Foreign Subsidiary of TCC that shall not
then be a Foreign Borrower may become a Foreign Borrower hereunder, provided
that all of the following requirements shall have been met to the satisfaction
of Agent: (i) TCC shall have provided to Agent a written request signed by TCC
and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a
Foreign Borrower pursuant to the terms of this Agreement, which request shall
specify the amount of Revolving Loans requested to be made available to such
Foreign Subsidiary (the "Requested Availability"); (ii) Agent shall have
approved the amount of the Requested Availability or otherwise agreed with TCC
as to a revised amount of availability, and, upon such approval or reaching such
agreement, Agent is hereby authorized to record such


                                      E-40





<PAGE>


amount on Schedule 4 as the Special Foreign Borrower Maximum Amount with respect
to such Foreign Subsidiary; (iii) such Foreign Subsidiary shall be a
Wholly-Owned Subsidiary of TCC; (iv) TCC and each Domestic Guarantor of Payment
shall have guaranteed the obligations of such Foreign Subsidiary under this
Agreement pursuant to the terms of a Guaranty of Payment; (v) such Foreign
Subsidiary shall have executed an Assumption Agreement and each Foreign
Affiliate (other than any Dormant Company) of such Foreign Subsidiary shall have
executed a Guaranty of Payment with respect to the obligations of such Foreign
Subsidiary (provided that there shall be no adverse tax consequences or adverse
legal impact); (vi) such Foreign Subsidiary and each such Foreign Affiliate that
shall become a Guarantor of Payment shall have executed such Security Documents
as may be required by Agent, in its sole discretion (provided that there shall
be no adverse tax consequences or adverse legal impact); and (vii) TCC and such
Foreign Subsidiary and such Foreign Affiliate that shall become a Foreign
Guarantor of Payment shall have provided to Agent such corporate governance and
authorization documents and an opinion of counsel as may be deemed necessary or
advisable by Agent.

         (b) Upon satisfaction by TCC and any such Foreign Subsidiary of the
requirements set forth in subpart (a) above and Agent's satisfaction that the
addition of such Foreign Borrower and the creation of any Special Foreign
Commitment is appropriately documented pursuant to this Agreement and the Loan
Documents, Agent shall promptly notify TCC and the Lenders, whereupon such
Foreign Subsidiary shall be designated a "Foreign Borrower" pursuant to the
terms and conditions of this Agreement, and such Foreign Subsidiary shall become
bound by all representations, warranties, covenants, provisions and conditions
of this Agreement and each other Loan Document applicable to the Foreign
Borrowers as if such Foreign Borrower had been the original party making such
representations, warranties and covenants.

         Section 2.8. Payment on Notes and Other Obligations.

         (a) Payments Generally. Each payment made hereunder by a Credit Party
shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever.

         (b) Payments in Alternate Currency. With respect to any Alternate
Currency Loan, all payments (including prepayments) to any Lender of the
principal of or interest on such Alternate Currency Loan shall be made in the
same Alternate Currency as the original Loan. All such payments shall be
remitted by the appropriate Borrower to Agent, at the address of Agent for
notices referred to in Section 10.4 hereof (or at such other office or account
as designated in writing by Agent to such Borrower and TCC), for the account of
the Lenders not later than 1:00 P.M. (Eastern time) on the due date thereof in
same day funds; provided that Canadian Borrower shall provide payments of
interest, fees and principal directly to Canadian Lender. Any payments received
by Agent after 1:00 P.M. (Eastern time) shall be deemed to have been made and
received on the next following Business Day.

         (c) Payments in Dollars. With respect to (i) any Loan (other than an
Alternate Currency Loan), or (ii) any other payment to Agent and the Lenders
that shall not be covered by subsection (b) above, all such payments (including
prepayments) to Agent of the principal of or interest on such Loan or other
payment, including but not limited to principal, interest, fees or


                                      E-41





<PAGE>


any other amount owed by any Borrower under this Agreement, shall be made in
Dollars. All payments described in this subsection (c) shall be remitted to
Agent, at the address of Agent for notices referred to in Section 10.4 hereof,
for the account of the Lenders not later than 1:00 P.M. (Eastern time) on the
due date thereof in immediately available funds. Any such payments received by
Agent after 1:00 P.M. (Eastern time) shall be deemed to have been made and
received on the next following Business Day.

         (d) Payments to the Lenders. Upon Agent's receipt of payments
hereunder, Agent shall immediately distribute to each Lender its ratable share,
if any, of the amount of principal, interest, and commitment and other fees
received by it for the account of such Lender. The Special Foreign Lender with
respect to any Special Foreign Commitment shall receive the payments of
principal, interest and commitment and other fees with respect to such Special
Foreign Commitment. Payments received by Agent in Dollars shall be delivered to
the Lenders in Dollars in immediately available funds. Payments received by
Agent in any Alternate Currency shall be delivered to the Lenders in such
Alternate Currency in same day funds. Each Lender shall record any principal,
interest or other payment, the principal amounts of Base Rate Loans and LIBOR
Fixed Rate Loans, the type of currency for each Loan, all prepayments and the
applicable dates, including Interest Periods, with respect to the Loans made,
and payments received by such Lender, by such method as such Lender may
generally employ; provided, however, that failure to make any such entry shall
in no way detract from the obligations of Borrowers under the Notes. The
aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar
information with respect to the Loans and Letters of Credit set forth on the
records of Agent shall be rebuttably presumptive evidence with respect to such
information, including the amounts of principal and interest owing and unpaid on
each Note.

         (e) Timing of Payments. Whenever any payment to be made hereunder,
including, without limitation, any payment to be made on any Note, shall be
stated to be due on a day that shall not be a Business Day, such payment shall
be made on the next succeeding Business Day and such extension of time shall in
each case be included in the computation of the interest payable on such Note;
provided, however, that, with respect to any LIBOR Fixed Rate Loan, if the next
succeeding Business Day falls in the succeeding calendar month, such payment
shall be made on the preceding Business Day and the relevant Interest Period
shall be adjusted accordingly.

         Section 2.9. Prepayment.

         (a) Right to Prepay. Each Borrower shall have the right, at any time or
from time to time, to prepay, on a pro rata basis for all of the Lenders, all or
any part of the principal amount of the Revolving Credit Notes, the Swing Line
Note or the Term Notes then outstanding, as designated by such Borrower, plus
interest accrued on the amount so prepaid to the date of such prepayment and any
amount payable under Article III hereof with respect to the amount being
prepaid. Each prepayment of a Term Loan shall be applied to the principal
payments thereof in the inverse order of maturities.

         (b) Notice of Prepayment. TCC shall give Agent written notice of
prepayment of any Base Rate Loan by not later than 1:00 P.M. (Eastern time) on
the Business Day such repayment


                                      E-42





<PAGE>


is to be made and written notice of the prepayment of any LIBOR Fixed Rate Loan
not later than 1:00 P.M. (Eastern time) three Business Days prior to the
Business Day on which such prepayment is to be made.

         (c) Minimum Amount. Each prepayment of a LIBOR Fixed Rate Loan by a
Borrower shall be in the aggregate principal amount of not less than Three
Million Dollars ($3,000,000) (or, with respect to an Alternate Currency Loan,
the Dollar Equivalent of such amount), except in the case of a mandatory
prepayment in connection with Section 2.12 hereof or Article III hereof.

         Section 2.10. Commitment and Other Fees; Reduction of Commitment.

         (a) Commitment Fee.

                  (i) General Revolving Credit Commitment. TCC shall pay to
         Agent, for the ratable account of the Lenders (other than a Special
         Foreign Lender), as a consideration for the Revolving Credit
         Commitments (excluding the Special Foreign Commitments), a commitment
         fee from the date hereof to and including the last day of the
         Commitment Period at a rate per annum equal to (i) the Applicable
         Commitment Fee Rate in effect on the last day of the quarter for which
         such commitment fee is being paid, times (ii) (A) the average daily
         Total Revolving Commitment Amount (excluding the Special Foreign
         Commitments) in effect during such quarter minus (B) the average daily
         Revolving Credit Exposure (excluding the Canadian Exposure and any
         other portion of the Revolving Credit Exposure that includes
         outstandings with respect to a Special Foreign Commitment) during such
         quarter. The commitment fee shall be payable in arrears, commencing
         July 31, 2002 and continuing on each Regularly Scheduled Payment Date
         thereafter, and on the last day of the Commitment Period.

                  (ii) Special Foreign Commitments. TCC shall pay to Agent, for
         the ratable account of the Special Foreign Lenders, as a consideration
         for the Special Foreign Commitments, a commitment fee from the date
         hereof to and including the last day of the Commitment Period at a rate
         per annum equal to (i) the Applicable Commitment Fee Rate in effect on
         the last day of the quarter for which such commitment fee is being
         paid, times (ii) (A) the average daily amount of the Special Foreign
         Commitments in effect during such quarter minus (B) the average daily
         Canadian Exposure and any other portion of the Revolving Credit
         Exposure that includes outstandings with respect to a Special Foreign
         Commitment during such quarter. The commitment fee shall be payable in
         arrears, commencing July 31, 2002 and continuing on each Regularly
         Scheduled Payment Date thereafter, and on the last day of the
         Commitment Period.

         (b) Agent Fee. TCC shall pay to Agent, for its sole benefit, the fees
set forth in the Agent Fee Letter.

         (c) Acceptance Fee. Canadian Borrower shall pay to Canadian Lender, for
its sole benefit, upon acceptance of each Bankers' Acceptance, an acceptance fee
at a rate per annum (based on a year having three hundred sixty-five (365) days)
calculated by multiplying the


                                      E-43





<PAGE>


Applicable Margin by the face amount of such Bankers' Acceptance. Such
acceptance fee shall be non-refundable, shall be earned upon such acceptance,
and may be deducted from the Discount Proceeds of such Bankers' Acceptance.

         (d) Delayed Delivery Fee. If Provision Compliance shall not have
occurred on or before May 31, 2002, TCC shall pay to Agent, for the pro rata
benefit of the Lenders, based upon each Lender's pro rata share of the Total
Commitment Amount, a fee equal to Two Hundred Fifty Thousand Dollars ($250,000)
(the "Delayed Delivery Fee"). Thereafter, TCC shall pay an additional Delayed
Delivery Fee on the last day of each succeeding month until the Provision
Compliance Date.

         (e) Optional Reduction of Commitment. TCC may, at any time or from time
to time, permanently reduce in whole or ratably in part the Total Revolving
Commitment Amount to an amount not less than the Revolving Credit Exposure, by
giving Agent not fewer than three Business Days' notice of such reduction,
provided that any such partial reduction shall be in an aggregate amount, for
all of the Lenders, of not less than Five Million Dollars ($5,000,000). Agent
shall promptly notify each Lender of the date of each such reduction and such
Lender's proportionate share thereof. After each such reduction, the commitment
fees payable hereunder shall be calculated upon the Total Revolving Commitment
Amount as so reduced. If TCC shall reduce in whole the Commitment of the
Lenders, on the effective date of such reduction (Borrowers having prepaid in
full the unpaid principal balance, if any, of the Notes, together with all
interest and facility and other fees accrued and unpaid, and provided that no
Letter of Credit Exposure shall exist), all of the Notes shall be delivered to
Agent marked "Canceled" and Agent shall redeliver such Notes to the appropriate
Borrowers. Any partial reduction in the Total Revolving Commitment Amount shall
be effective during the remainder of the Commitment Period.

         Section 2.11. Computation of Interest and Fees.

         (a) Generally. Interest on Loans and commitment and other fees and
charges hereunder shall be computed on the basis of a year having three hundred
sixty (360) days and calculated for the actual number of days elapsed.

         (b) Interest Act (Canada). For purposes of disclosure pursuant to the
Interest Act (Canada), the annual rates of interest or fees to which the rates
of interest or fees provided in this Agreement and the other Loan Documents (and
stated herein and therein, as applicable, to be computed on the basis of a year
having three hundred sixty (360) days or any other period of time less than a
calendar year) are equivalent are the rates so determined multiplied by the
actual number of days in the applicable calendar year and divided by three
hundred sixty (360) or such other period of time, respectively.

         Section 2.12. Mandatory Payment. If, at any time, (a) the Revolving
Credit Exposure shall exceed the Total Revolving Commitment Amount, the
appropriate Borrowers shall, as promptly as practicable, but in no event later
than the next Business Day, prepay an aggregate principal amount of the Loans
sufficient to bring the Revolving Credit Exposure within the Total Revolving
Commitment Amount, (b) the Foreign Borrower Revolving Exposure shall exceed the


                                      E-44





<PAGE>


Foreign Borrower Maximum Revolving Amount, the appropriate Borrowers shall, as
promptly as practicable, but in no event later than the next Business Day,
prepay an aggregate principal amount of FB Revolving Loans to bring the Foreign
Borrower Revolving Exposure within the Foreign Borrower Maximum Revolving
Amount, or (c) the amount of any Special Foreign Commitment shall be exceeded,
the Borrower with such Special Foreign Commitment shall, as promptly as
practicable, but in no event later than the next Business Day, prepay an
aggregate principal amount of the Loans sufficient to cause such Special Foreign
Commitment to no longer be exceeded. Any prepayment of a LIBOR Fixed Rate Loan
pursuant to this Section 2.12 shall be subject to the prepayment fees set forth
in Article III hereof.

         Section 2.13. Adjustments to Revolving Credit Commitments.

         (a) Addition of Special Foreign Commitment. In the event that Agent
(with the consent of TCC, which consent shall not be unreasonably withheld)
shall determine that, due to tax or other reasons, it is preferable for a Lender
or Lenders located in a certain foreign jurisdiction (the "Selected Foreign
Bank") to make the loans to a Foreign Borrower located in that jurisdiction (the
"Selected Foreign Loans"), then, with the consent of the Selected Foreign Bank,
Agent may either (a) adjust the ratable shares of the Lenders in the Selected
Foreign Loans, and the remaining FB Revolving Loans (or the USB Revolving Loans
in the event that there are insufficient FB Revolving Loans to make the
adjustment) such that each Lender shall have an interest in the aggregate amount
of outstanding Revolving Loans and FB Revolving Loans that is equal to such
Lender's Applicable Commitment Percentage, or (b) amend this Agreement to add a
new special foreign borrower revolving loan provision in Section 2.2(d)(ii)(B)
hereof (and any appropriate definitions relating to such provision) similar to
Section 2.2(d)(ii)(A) hereof. Borrowers and the Lenders agree to execute such
amendment so long as such amendment is limited to the foregoing.

         (b) Reduction or Elimination of Special Foreign Commitment. Borrower
shall have the right to request that any Special Foreign Lender terminate or
reduce its Special Foreign Commitment (the amount of such elimination or
reduction hereinafter referred to as the "Converted Amount") and replace such
Special Foreign Commitment by increasing the General Revolving Credit Commitment
Amount by the Converted Amount (the "Adjustment"). The Special Foreign
Commitment, or portion thereof, that is replaced by the increase in the General
Revolving Credit Commitment Amount shall be referred to as the "Additional
General Commitment". The Adjustment shall only be made if approved in writing by
TCC, the Foreign Borrower or Foreign Borrowers with such Special Foreign
Commitment, such Special Foreign Lender (and any affiliate of such Special
Foreign Lender that shall agree to hold the Additional General Commitment) and
Agent. After such approval, Agent shall have the right to recalculate the
percentages with respect to the General Revolving Credit Commitment Amount and
revise Schedule 1 to reflect such changes in percentages. After such revision,
such Lender shall cease to be a Special Foreign Lender hereunder with respect to
the Additional General Commitment (but will continue to be a Special Foreign
Lender with respect to the remainder, if any, of its Special Foreign Commitment)
and shall be a Lender with a pro rata share (calculated as aforesaid by Agent)
of the General Revolving Credit Commitment Amount equal to the Converted Amount
(in addition to any amount of the General Revolving Credit Commitment Amount
held by such Lender prior to the Adjustment).


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<PAGE>


ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR FIXED RATE
             LOANS; INCREASED CAPITAL; TAXES.

         Section 3.1. Requirements of Law.

         (a) If, after the Closing Date (i) the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or (ii) the
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:

                  (A) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Letter of Credit or any LIBOR Fixed
         Rate Loan made by it, or change the basis of taxation of payments to
         such Lender in respect thereof (except for Taxes and Excluded Taxes
         which are governed by Section 3.2 hereof);

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

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

and the result of any of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining LIBOR Fixed Rate Loans or
issuing or participating in Letters of Credit, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, TCC (and any
Foreign Borrower to which such Loan was made) shall promptly pay to such Lender,
promptly after receipt of a written request therefor, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this subpart (a), it shall promptly notify TCC (with a copy to
Agent) of the event by reason of which it has become so entitled.

         (b) If any Lender shall have determined that, after the Closing Date,
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 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 or in respect of 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), then from time to
time, upon submission by such Lender to TCC (with a copy to Agent) of a written
request therefore (which includes the method for calculating such amount), TCC
shall within thirty (30) days





                                      E-46






<PAGE>


thereafter pay or cause to be paid to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.

         (c) A certificate as to any additional amounts payable pursuant to this
Section 3.1 submitted by any Lender to TCC (with a copy to Agent) shall be
conclusive absent manifest error. In determining any such additional amounts,
such Lender may use any method of averaging and attribution that it (in its sole
discretion) shall deem applicable. The obligations of Borrowers pursuant to this
Section shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

         Section 3.2. Taxes.

         (a) All payments made by any Credit Party under any Loan Document shall
be made free and clear of, and without deduction or withholding for or on
account of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to
be withheld from any amounts payable to Agent or any Lender thereunder, the
amounts so payable to Agent or such Lender shall be increased to the extent
necessary to yield to Agent or such Lender (after payment of all Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in the Loan Documents; provided, however, that no Credit
Party shall be required to increase any such amounts payable to any Lender with
respect to any Taxes (i) that are attributable to such Lender's failure to
comply with the requirements of subpart (e) or (f) of this Section 3.2 and
provided further that each Lender shall make all reasonable efforts to submit
the appropriate form in order to become a Qualifying Lender.

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

         (c) Whenever any Taxes or Other Taxes are required to be withheld and
paid by a Credit Party, such Credit Party shall timely withhold and pay such
taxes to the relevant Governmental Authorities. As promptly as possible
thereafter, TCC shall send to Agent for its own account or for the account of
the relevant Lender, as the case may be, a certified copy of an original
official receipt received by such Credit Party showing payment thereof. If such
Credit Party shall fail to pay any Taxes or Other Taxes when due to the
appropriate taxing authority or fails to remit to Agent the required receipts or
other required documentary evidence, TCC shall indemnify Agent and the Lenders
on demand for any incremental taxes, interest or penalties that may become
payable by Agent or any Lender as a result of any such failure.

         (d) If any Lender shall be so indemnified by a Credit Party, such
Lender shall use reasonable efforts to obtain the benefits of any refund,
deduction or credit for any taxes or other amounts with respect to the amount
paid by such Credit Party and shall reimburse such Credit Party to the extent,
but only to the extent, that such Lender shall receive a refund with respect to
the amount paid by such Credit Party or an effective net reduction in taxes or
other governmental charges (including any taxes imposed on or measured by the
total net income of such Lender) of the United States or any state or
subdivision thereof by virtue of any such deduction or credit, after first
giving effect to all other deductions and credits otherwise available to such
Lender. If, at the time any audit of such Lender's income tax return is
completed, such Lender determines,




                                      E-47






<PAGE>


based on such audit, that it shall not have been entitled to the full amount of
any refund reimbursed to such Credit Party as aforesaid or that its net income
taxes shall not have been reduced by a credit or deduction for the full amount
reimbursed to such Credit Party as aforesaid, such Credit Party, upon request of
such Lender, shall promptly pay to such Lender the amount so refunded to which
such Lender shall not have been so entitled, or the amount by which the net
income taxes of such Lender shall not have been so reduced, as the case may be.

         (e) Each Lender that is not (i) a citizen or resident of the United
States of America, (ii) 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 (iii) any estate or trust that is subject to federal
income taxation regardless of the source of its income (any such Person, a
"Non-U.S. Bank") shall deliver to TCC and Agent 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. Bank 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 with respect to such interest and a Form W-8BEN, or any subsequent
versions thereof or successors thereto, properly completed and duly executed by
such Non-U.S. Bank claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by Credit Parties under this Agreement
and the other Loan Documents. Such forms shall be delivered by each Non-U.S.
Bank on or before the date it becomes a party to this Agreement or such other
Loan Document. In addition, each Non-U.S. Bank shall deliver such forms or
appropriate replacements promptly upon the obsolescence or invalidity of any
from previously delivered by such Non-U.S. Bank. Each Non-U.S. Bank shall
promptly notify TCC at any time it determines that it is no longer in a position
to provide any previously delivered certificate to TCC (or any other form of
certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this subpart (e), a Non-U.S. Bank shall
not be required to deliver any form pursuant to this subpart (e) that such
Non-U.S. Bank is not legally able to deliver.

         (f) 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 a Credit
Party is located, or any treaty to which such jurisdiction is a party, with
respect to payments under any Loan Document shall use reasonable efforts to
deliver to TCC (with a copy to the Agent), at the time or times prescribed by
applicable law or reasonably requested by TCC, 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 judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

         (g) The Lenders will use diligence in paying their respective tax
obligations in order to avoid, if possible, penalties with respect to a delay in
payment.

         (h) The agreements in this Section shall survive the termination of the
Loan Documents and the payment of the Loans and all other amounts payable
hereunder.




                                      E-48






<PAGE>


         Section 3.3. Funding Losses. TCC agrees to indemnify each Lender,
promptly after receipt of a written request therefor, and to hold each Lender
harmless from, any loss or expense that such Lender may sustain or incur as a
consequence of (a) default by a Borrower in making a borrowing of, conversion
into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a
notice requesting the same in accordance with the provisions of this Agreement,
(b) default by a Borrower in making any prepayment of or conversion from LIBOR
Fixed Rate Loans after such Borrower has given a notice thereof in accordance
with the provisions of this Agreement, (c) the making of a prepayment of LIBOR
Fixed Rate Loans on a day that is not the last day of an Interest Period with
respect thereof or (d) any conversion of LIBOR Fixed Rate Loans to a Base Rate
Loan pursuant to Section 3.5 hereof on a day that is not the last day of an
Interest Period with respect thereto. Such indemnification shall be in an amount
equal to the excess, if any, of (i) the amount of interest that would have
accrued on the amounts 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) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such amount
by placing such amount on deposit for a comparable period with leading banks in
the appropriate London interbank market. A certificate as to any amounts payable
pursuant to this Section submitted to TCC by any Lender shall be conclusive
absent manifest error. This covenant shall survive the payment in full of all of
the Debt and the termination of the Commitment.

         Section 3.4. Change of Lending Office. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of Section 3.1 or
3.2(a) hereof with respect to such Lender, it will, if requested by TCC, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office (or an affiliate of such Lender, if practical
for such Lender) for any Loans affected by such event with the object of
avoiding the consequences of such event; provided, that such designation is made
on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage; and
provided, further, that nothing in this Section shall affect or postpone any of
the obligations of any Borrower or the rights of any Lender pursuant to Section
3.1 or 3.2(a) hereof.

         Section 3.5. Eurodollar Rate or Alternate Currency Rate Lending
Unlawful; Inability to Determine Rate.

         (a) If any Lender shall determine (which determination shall, upon
notice thereof to TCC and Agent, be conclusive and binding on Borrowers) that,
after the Closing Date, (i) the introduction of or any change in or in the
interpretation of any law makes it unlawful, or (ii) any Governmental Authority
asserts that it is unlawful, for such Lender to make or continue any Loan as, or
to convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR
Fixed Rate Loan, the obligations of such Lender to make, continue or convert any
such LIBOR Fixed Rate Loan shall, upon such determination, be suspended until
such Lender shall notify Agent that the circumstances causing such suspension no
longer exist, and all outstanding LIBOR Fixed




                                      E-49






<PAGE>


Rate Loans payable to such Lender shall automatically convert (if conversion is
permitted under this Agreement) into a Base Rate Loan, or be repaid (if no
conversion is permitted) at the end of the then current Interest Periods with
respect thereto or sooner, if required by law or such assertion.

         (b) If the Required Lenders determine that for any reason adequate and
reasonable means do not exist for determining the Eurodollar Rate or Alternate
Currency Rate for any requested Interest Period with respect to a proposed LIBOR
Fixed Rate Loan, or that the Eurodollar Rate or Alternate Currency Rate for any
requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
Agent will promptly so notify TCC and each Lender. Thereafter, the obligation of
the Lenders to make or maintain such LIBOR Fixed Rate Loan shall be suspended
until Agent (upon the instruction of the Required Lenders) revokes such notice.
Upon receipt of such notice, TCC may revoke any pending request for a borrowing
of, conversion to or continuation of such LIBOR Fixed Rate Loan or, failing
that, will be deemed to have converted such request into a request for a
borrowing of a Base Rate Loan in the amount specified therein.

         Section 3.6. Replacement of Lenders. TCC shall be permitted to replace
any Lender that requests reimbursement for amounts owing pursuant to Section 3.1
or 3.2(a), or asserts its inability to make a LIBOR Fixed Rate Loan pursuant to
Section 3.5 hereof; provided that (a) such replacement does not conflict with
any Requirement of Law, (b) no Default or Event of Default shall have occurred
and be continuing at the time of such replacement, (c) prior to any such
replacement, such Lender shall have taken no action under Section 3.4 so as to
eliminate the continued need for payment of amounts owing pursuant to Section
3.1 or 3.2(a) or, if it has taken any action, such request has still been made,
(d) the replacement financial institution shall purchase, at par, all Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement and assume all commitments and obligations of such replaced Lender,
(e) TCC shall be liable to such replaced Lender under Section 3.3 if any
Alternate Currency Loan owing to such replaced Lender shall be purchased other
than on the last day of the Interest Period relating thereto, (f) the
replacement financial institution, if not already a Lender, shall be
satisfactory to the Agent, (g) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 10.10 hereof
(provided that TCC (or the succeeding Lender, if such Lender is willing) shall
be obligated to pay the assignment fee referred to therein), and (h) until such
time as such replacement shall be consummated, TCC shall pay all additional
amounts (if any) required pursuant to Section 3.1 or 3.2(a), as the case may be.


                        ARTICLE IV. CONDITIONS PRECEDENT

         Section 4.1. Conditions to Each Credit Event. The obligation of the
Lenders to participate in any Credit Event shall be conditioned, in the case of
each Credit Event, upon the following:

         (a) all conditions precedent as listed in Section 4.2 hereof required
to be satisfied prior to the first Credit Event shall have been satisfied prior
to or as of the first Credit Event;




                                      E-50






<PAGE>


         (b) TCC or the appropriate Foreign Borrower shall have submitted a
Notice of Loan (or with respect to a Letter of Credit, complied with the
provisions of Section 2.2(b) hereof) and otherwise complied with Section 2.6
hereof;

         (c) no Default or Event of Default shall then exist or immediately
after the making, conversion or continuation of the Loan or issuance of the
Letter of Credit would exist; and

         (d) each of the representations and warranties contained in Article VI
hereof shall be true in all material respects as if made on and as of the date
of the making, conversion or continuation of such Loan, or the issuance of the
Letter of Credit, except to the extent that any thereof expressly relate to an
earlier date.

         Each request by a Borrower for the making of a Loan, conversion of a
Eurodollar Loan or Base Rate Loan or continuation of a Eurodollar Loan, or the
issuance of a Letter of Credit hereunder shall be deemed to be a representation
and warranty by such Borrower as of the date of such request as to the facts
specified in subparts (c) and (d) above.

         Section 4.2. Conditions to the First Credit Event. The obligation of
the Lenders to participate in the first Credit Event is subject to Borrowers
satisfying each of the following conditions prior to or concurrently with such
Credit Event:

         (a) Notes. TCC shall have executed and delivered to each Lender its
U.S. Borrower Revolving Credit Note and its U.S. Borrower Term Note and shall
have executed and delivered to Agent the Swing Line Note, each Foreign Borrower
designated as a Foreign Borrower on the Closing Date shall have executed and
delivered to each Lender its Foreign Borrower Revolving Credit Note, and UK Term
Borrower shall have executed and delivered to each Lender its Foreign Borrower
Term Note.

         (b) Guaranties of Payment of Debt. Each Guarantor of Payment shall have
executed and delivered its Guaranty of Payment to Agent and TCC shall have
executed and delivered the Parent Guaranty of Payment to Agent.

         (c) Security Documents.

             (i) TCC and each Domestic Guarantor of Payment shall have executed
         and delivered to Agent:

                 (A) a Security Agreement;

                 (B) an Intellectual Property Collateral Assignment Agreement
              (if such Company owns any intellectual property);

                 (C) a Pledge Agreement, together with delivery of the share
              certificates or other evidence of equity interest referenced
              therein (if such Company owns such an equity interest); and




                                      E-51






<PAGE>


                 (D) appropriate Landlord's Agreements, duly executed by the
              appropriate lessors, with respect to each location (in the United
              States) of TCC or such Domestic Guarantor of Payment not owned by
              TCC or such Domestic Guarantor of Payment, where any of the
              collateral securing any part of the Debt is located and which is
              identified on Schedule 6 hereto.

              (ii) Each Foreign Borrower shall have executed such Security
         Documents as may be required by Agent and the Required Lenders and each
         Foreign Affiliate of such Foreign Borrower shall have executed a
         Guaranty of Payment and such Security Documents as may be required by
         Agent and the Required Lenders.

         (d) Officer's Certificate, Resolutions, Organizational Documents. Each
Borrower and Guarantor of Payment shall have delivered to Agent a secretary's
certificate (or comparable domestic or foreign documents) certifying the names
of the officers of such Borrower or Guarantor of Payment authorized to sign the
Loan Documents, together with the true signatures of such officers and certified
copies of (i) the resolutions of the board of directors (or comparable domestic
or foreign documents) of each Borrower and Guarantor of Payment evidencing
approval of the execution and delivery of the Loan Documents and the execution
of other Related Writings to which such Borrower or Guarantor of Payment, as the
case may be, is a party, and (ii) the Organizational Documents of each Borrower
and Guarantor of Payment.

         (e) Legal Opinion. Borrowers shall have delivered to Agent and the
Lenders an opinion of Latham & Watkins in the form attached hereto as Exhibit J
and opinions of any other foreign counsel deemed necessary by Agent, each in
form and substance satisfactory to Agent.

         (f) Good Standing and Full Force and Effect Certificates. Borrowers
shall have delivered to Agent a good standing certificate or full force and
effect certificate (or a comparable foreign document), as the case may be, for
each Borrower and Guarantor of Payment listed on Schedule 3 hereto, issued on or
about the Closing Date by the Secretary of State (or comparable Governmental
Authority) in the state(s) (or foreign locations) where such Borrower or
Guarantor of Payment is incorporated or formed.

         (g) Closing and Legal Fees; Agent Fee Letter. TCC shall have paid (i)
to Agent, for the benefit of the Lenders, the fees agreed to between TCC and
Agent; (ii) to Agent, for its sole benefit, the fees set forth in the Agent Fee
Letter; and (iii) all legal fees and expenses of Agent in connection with the
preparation and negotiation of the Loan Documents upon the receipt of an invoice
or invoices.

         (h) Lien Searches and Discharges.

             (i) U.S. Searches. With respect to the property owned or leased by
         TCC and each Domestic Guarantor of Payment, TCC shall have caused to be
         delivered to Agent (A) the results of U.C.C. lien searches,
         satisfactory to Agent and the Lenders; (B) the results of federal and
         state tax lien and judicial lien searches, satisfactory to Agent and
         the Lenders; and (C) U.C.C. termination statements reflecting
         termination of all financing statements previously filed by any party
         other than Agent that has a security interest in




                                      E-52






<PAGE>


         any part of the collateral or any other property securing the
         Debt and that is not expressly permitted pursuant to this
         Agreement.

             (ii) Canadian Searches. With respect to property owned or leased by
         Canadian Borrower and each Guarantor of Payment with respect to the
         Canadian Commitment, except with respect to such property located in
         Ontario, which shall be governed by Section 4.3 below, Canadian
         Borrower shall have caused to be delivered to Agent (A) the results of
         searches conducted under the Personal Property Security Act in effect
         in the Province of Nova Scotia and such other jurisdictions in which
         any Canadian Credit Party may be organized or incorporated or have
         personal property (collectively, the "PPSA"), the Register of Personal
         and Movable Real Rights (Quebec), Execution Act, Bank Act, Bankruptcy
         and Insolvency Act and under applicable corporate and partnership
         statutes then in effect in relevant jurisdictions in Canada, (B)
         acknowledgment/verification copies of proper financing statements and
         applications for registration, duly filed on or before the Closing Date
         under the PPSA and in the Quebec Register of Personal and Moveable Real
         Rights, as the Agent may deem necessary or desirable in order to
         perfect (or publish in Quebec) the Liens with respect to the Canadian
         Commitment, and (C) duly executed PPSA financing change statements and
         voluntary discharges for filing under the Civil Code of Quebec, and
         such other instruments, in form and substance satisfactory to Agent, as
         shall be necessary to terminate and satisfy all Liens on the property
         of the Canadian Borrower and each Guarantor of Payment with respect to
         the Canadian Commitment, except Permitted Liens.

         (i) Closing Certificate. Borrowers shall have delivered to Agent an
officer's certificate certifying that, as of the Closing Date, (i) all
conditions precedent set forth in this Article IV have been satisfied, (ii) no
Default or Event of Default exists nor immediately after the making of the first
Loan or issuance of the first Letter of Credit will exist, and (iii) each of the
representations and warranties contained in Article VI hereof are true and
correct in all material respects as of the Closing Date.

         (j) Letter of Direction. TCC shall have delivered to Agent a letter of
direction authorizing Agent, on behalf of the Lenders, to disburse the proceeds
of the Loans, which includes the transfer of funds under this Agreement and wire
instructions setting forth the locations to which such funds shall be sent.

         (k) Existing Credit Agreement. Borrowers shall have terminated the
Revolving Credit Agreement by and among TCC, the lenders party thereto from time
to time, and KeyBank National Association, as agent, dated as of September 15,
1997, as amended, which termination shall be deemed to have occurred concurrent
with payment in full of all of the Indebtedness outstanding thereunder and
termination of the commitments stated therein.

         (l) Payment of Certain Debt and Release of Liens. The Biocompatibles
Notes and the National Westminster Bank Plc Notes shall have been paid in full
and all Liens securing or created in connection with such Indebtedness shall
have been terminated.




                                      E-53






<PAGE>


         (m) Insurance Certificates. TCC shall have delivered to Agent evidence
of insurance on ACCORD 27 form and otherwise satisfactory to Agent of adequate
personal property and liability insurance of TCC and each Domestic Guarantor of
Payment, with Agent listed as loss payee and additional insured.

         (n) No Material Adverse Change. No material adverse change, in the
opinion of Agent, shall have occurred in the financial condition, operations or
prospects of TCC and its Subsidiaries since October 31, 2001.

         (o) Bankers' Acceptances. Canadian Lender shall have received the
Bankers' Acceptance Agreement and pre-signed Bankers' Acceptances in a number
determined by Canadian Lender.

         (p) Miscellaneous. TCC shall have provided to Agent and the Lenders
such other items and shall have satisfied such other conditions as may be
reasonably required by Agent or the Lenders.

         Section 4.3. Post-Closing Conditions. On or before each of the dates
specified in this Section 4.3, Borrowers shall satisfy each of the items
specified in the subparts below:

         (a) Canadian Searches. With respect to the personal property owned by
Canadian Borrower in the Province of Ontario, Canadian Borrower shall have
caused to be delivered to Agent, (i) on or before ten Business Days (or such
longer period of time as shall be agreed to in writing by Agent) following the
day upon which registrations or searches can first be made under the PPSA
(Ontario) (A) the results of searches conducted under the PPSA (Ontario), (B)
acknowledgment/verification copies of proper financing statements filed under
the PPSA (Ontario) naming Canadian Borrower as debtor and Collateral Agent as
secured party, and (C) duly executed PPSA (Ontario) financing change statements,
in form and substance satisfactory to the Agent, as shall be necessary to
terminate and satisfy all Liens, except Permitted Liens, on the property of the
Canadian Borrower in the Province of Ontario and (ii) within ten Business Days
of the New Search/Registration Date (or such longer period of time as shall be
agreed to in writing by Agent), estoppel acknowledgments executed by those
Persons named as secured parties in registrations made under the PPSA (Ontario)
prior to the registrations made by the Collateral Agent thereunder which have
not indicated an intention to limit the personal property collateral to which
this registration relates to such property that may be subject to Permitted
Liens.

         (b) Huntington Beach Landlord Agreement. TCC shall deliver to Agent the
Huntington Beach Landlord Agreement, in form and substance satisfactory to
Agent, on or before fifteen (15) Business Days (or such longer period of time as
shall be agreed to in writing by Agent) following the Closing Date.

         (c) Additional Lien Searches. TCC shall deliver to Agent, within five
Business Days after the Closing Date (or such longer period of time as shall be
agreed to in writing by Agent), the results of such U.C.C. lien searches,
federal and state tax lien searches and judicial searches



                                      E-54






<PAGE>


as Agent, in its sole discretion, may require; provided that Agent shall notify
TCC of such requested searches on or prior to the Closing Date.

         (d) Foothill Capital Corporation Liens. TCC shall deliver to Agent,
within five Business Days after the Closing Date (or such longer period of time
as shall be agreed to in writing by Agent), duly executed PPSA financing change
statements and such other instruments, in form and substance satisfactory to
Agent, as shall be necessary to terminate and satisfy all Liens created with
respect to any obligations owing by any Canadian Credit Party to Foothill
Capital Corporation.


                              ARTICLE V. COVENANTS

         Section 5.1. Insurance. Each Company shall at all times maintain
insurance upon its personal and real property in such form, written by such
companies, in such amounts, for such period, and against such risks as are
customary for similarly sized companies engaged in the same or similar business,
for payment of all losses thereunder to Agent and such Company as their
interests may appear (loss payable endorsement in favor of Agent, for the
benefit of the Lenders). Any such policies of insurance shall provide for no
fewer than thirty (30) days prior written notice of cancellation to Agent. Any
sums in excess of the Dollar Equivalent of Five Million Dollars ($5,000,000)
received by Agent in payment of insurance losses, returns, or unearned premiums
under the policies may, at the option of the Required Lenders, if an Event of
Default exists, be applied upon any Debt whether or not the same is then due and
payable, or may be delivered to the Company that owns the damaged property for
the purpose of replacing, repairing, or restoring the insured property. In all
other cases, such amounts shall be paid to TCC. Agent is hereby authorized to
act as attorney-in-fact for TCC and each Domestic Guarantor of Payment in
obtaining, adjusting, settling and canceling such insurance and indorsing any
drafts if an Event of Default exists. In the event of failure to provide such
insurance as herein provided, Agent may, at its option, provide such insurance
and TCC or the Domestic Guarantor of Payment, as the case may be, shall pay to
Agent, upon demand, the cost thereof. Should TCC or the Domestic Guarantor of
Payment, as the case may be, fail to pay such sum to Agent upon demand, interest
shall accrue thereon, from the date of demand until paid in full, at the Default
Rate. Within ten days of any Lender's written request, TCC shall furnish to
Agent and such Lender such information regarding any Company's insurance as such
Lender may from time to time reasonably request, which information shall be
prepared in form and detail satisfactory to such Lender and certified by a
Responsible Officer of TCC.

         Section 5.2. Money Obligations. Each Company shall pay in full (a)
prior in each case to the date when penalties would attach, all taxes,
assessments, governmental charges and levies including, without limitation, all
employee source deductions and employer contributions and premiums required to
be paid on account of its employees pursuant to applicable law (except only
those so long as and to the extent that the same shall be contested in good
faith by appropriate and timely proceedings and for which adequate provisions
have been established in accordance with GAAP) for which it may be or become
liable or to which any or all of its properties may be or become subject
(provided that, in respect to any Non-Credit Party, this subpart (a) shall only
apply to material taxes, assessments and governmental charges); (b) in the




                                      E-55






<PAGE>


case of TCC and each Domestic Subsidiary, all of its wage obligations to its
employees in compliance with the Fair Labor Standards Act (29 U.S.C. 206-207) or
any comparable provisions, except the nonpayment of which would not have a
Material Adverse Effect; and (c) all of its other obligations calling for the
payment of money (except only those so long as and to the extent that the same
shall be contested in good faith and for which adequate provisions have been
established in accordance with GAAP) before such payment becomes overdue, except
the nonpayment of which would not cause a Material Adverse Effect.

         Section 5.3. Financial Statements. Borrowers shall furnish to Agent,
with enough copies for each Lender (for the purposes of this Section 5.3,
Borrowers may provide such information to Agent electronically, in form,
substance and transmission acceptable to Agent):

         (a) within forty-five (45) days after the end of each fiscal quarter of
TCC, unaudited balance sheets of TCC as of the end of such period and statements
of income (loss), for the quarter and fiscal year to date periods, and
statements of cash flows for the fiscal year to date period all prepared on a
Consolidated and, upon the request of Agent or any Lender (so long as the
request is made to TCC by Agent), consolidating basis, in accordance with GAAP,
and in reasonable form and detail;

         (b) within ninety (90) days after the end of each fiscal year of TCC,
an annual audit report of TCC for that year prepared on a Consolidated basis, in
accordance with GAAP, and certified by an independent public accountant
satisfactory to Agent, which report shall include balance sheets and statements
of income (loss), stockholders' equity and cash-flow for that period, together
with unaudited financial statements of TCC prepared on a consolidating basis, in
form and detail satisfactory to Agent, which financial statements shall include
balance sheets and statements of income (loss) and cash flow for that period;

         (c) concurrently with delivery of the financial statements set forth in
subsections (a) and (b) above, a Compliance Certificate;

         (d) within ninety (90) days after the delivery of the annual financial
statements in subsection (b) above, a copy of any management report, letter or
similar writing furnished to TCC by the accountants in respect of the Companies'
systems, operations, financial condition or properties, if any;

         (e) within ninety (90) days after the end of each fiscal year of
Borrowers, annual projections of TCC and its Subsidiaries for the then current
fiscal year and the next succeeding fiscal year, to be in form acceptable to
Agent;

         (f) as soon as available, copies of all notices, reports, definitive
proxy or other statements and other documents sent by TCC to its shareholders,
to the holders of any of its debentures or bonds or the trustee of any indenture
securing the same or pursuant to which they are issued, or sent by TCC (in final
form) to any securities exchange or over the counter authority or system, or to
the SEC or any similar federal agency having regulatory jurisdiction over the
issuance of any TCC's securities; and





                                      E-56






<PAGE>


         (g) within ten days of Agent's or any Lender's written request, such
other information about the financial condition, properties and operations of
any Company as Agent or such Lender may from time to time reasonably request,
which information shall be submitted in form and detail reasonably satisfactory
to Agent or such Lender and, if requested by Agent, certified by a Responsible
Officer of the Company or Companies in question.

         Section 5.4. Financial Records. Each Company shall at all times
maintain true and complete records and books of account, including, without
limiting the generality of the foregoing, appropriate provisions for possible
losses and liabilities, all in accordance with GAAP, and at all reasonable times
(during normal business hours and upon notice to such Company) permit Agent, or
any representative of Agent, to examine that Company's books and records and to
make excerpts therefrom and transcripts thereof.

         Section 5.5. Franchises. Each Company shall preserve and maintain at
all times its existence, rights and franchises, except as otherwise permitted
pursuant to Section 5.12 hereof and, with respect to rights and franchises, to
the extent that the failure to maintain such rights and franchises will not have
a Material Adverse Effect; provided that TCC may cause the dissolution of a
Dormant Company.

         Section 5.6. ERISA Compliance. Neither TCC nor any Domestic Guarantor
of Payment shall incur any material accumulated funding deficiency within the
meaning of ERISA, or any material liability to the PBGC, established thereunder
in connection with any ERISA Plan. TCC shall furnish to the Lenders (a) as soon
as possible and in any event within thirty (30) days after TCC or any Domestic
Guarantor of Payment knows or has reason to know that any Reportable Event with
respect to any ERISA Plan has occurred, a statement of a Financial Officer of
TCC or such Domestic Guarantor of Payment, setting forth details as to such
Reportable Event and the action that TCC or such Domestic Guarantor of Payment
proposes to take with respect thereto, together with a copy of the notice of
such Reportable Event given to the PBGC if a copy of such notice is available to
TCC or such Domestic Guarantor of Payment, and (b) promptly after receipt
thereof a copy of any notice TCC, any Domestic Guarantor of Payment, or any
member of the Controlled Group may receive from the PBGC or the Internal Revenue
Service with respect to any ERISA Plan administered by TCC or such Domestic
Guarantor of Payment; provided, that this latter clause shall not apply to
notices of general application promulgated by the PBGC or the Internal Revenue
Service. TCC shall promptly notify the Lenders of any material taxes assessed,
proposed to be assessed or that TCC has reason to believe may be assessed
against TCC or a Domestic Guarantor of Payment by the Internal Revenue Service
with respect to any ERISA Plan. As used in this Section "material" means the
measure of a matter of significance that shall be determined as being an amount
equal to five percent (5%) of the Consolidated Net Worth. As soon as
practicable, and in any event within twenty (20) days, after TCC or any Domestic
Guarantor of Payment shall become aware that an ERISA Event, other than a
Reportable Event, has occurred, TCC or such Domestic Guarantor of Payment shall
provide Agent with notice of such ERISA Event with a certificate by a Financial
Officer of TCC or such Domestic Guarantor of Payment setting forth the details
of the event and the action TCC, such Domestic Guarantor of Payment or another
Controlled Group member proposes to take with respect thereto; provided,
however, that TCC or such Domestic Guarantor of Payment shall not be required to
comply with the foregoing notice requirement if such ERISA Event results




                                      E-57






<PAGE>


from the failure of a Controlled Group member to satisfy the requirement set
forth in subsection (i) of the definition of ERISA Event, unless such ERISA
Event has resulted or may result in a material adverse effect to the business or
property of TCC or such Domestic Guarantor of Payment. TCC shall, at the request
of Agent, deliver or cause to be delivered to Agent true and correct copies of
any material documents relating to the ERISA Plan of TCC or any Domestic
Guarantor of Payment, and reasonably deemed by Agent to be relevant to the
purposes of this Agreement.

         Section 5.7. Financial Covenants.

         (a) Leverage Ratio. TCC shall not suffer or permit at any time the
Leverage Ratio to exceed (i) 2.75 to 1.00 on the Closing Date through January
30, 2003, and (ii) 2.50 to 1.00 on January 31, 2003 and thereafter.

         (b) Capitalization Ratio. TCC shall not suffer or permit at any time
the Capitalization Ratio to exceed .50 to 1.00.

         (c) Fixed Charge Coverage Ratio. TCC shall not suffer or permit at any
time the Fixed Charge Coverage Ratio to be less than 1.30 to 1.00.

         Section 5.8. Borrowing. No Company shall create, incur or have any
Indebtedness of any kind; provided that this Section shall not apply to the
following (with the understanding that each exception below is an independent
exception from each other exception):

         (a) the Loans, the Letters of Credit or any other Indebtedness under
this Agreement or the other Loan Documents;

         (b) any loans granted to or capital leases entered into by any Company
for the purchase or lease of fixed assets (and refinancings of such loans or
capital leases), which loans and capital leases shall only be secured by the
fixed assets being purchased, so long as the aggregate principal amount of all
such loans and leases for all Companies shall not exceed Ten Million Dollars
($10,000,000) at any time outstanding;

         (c) the Indebtedness existing on the Closing Date as set forth in
Schedule 5.8 hereto (and any extension, renewal or refinancing thereof but only
to the extent that the principal amount thereof shall not increase after the
Closing Date);

         (d) Indebtedness under any Hedge Agreement, so long as such Hedge
Agreement shall have been entered into in the ordinary course of business and
not for speculative purposes;

         (e) loans to, investments in or guaranties issued to, a Company from a
Company so long as each such Company shall be TCC or a Domestic Guarantor of
Payment;

         (f) loans by any Company to, investments by any Company in or
guaranties issued by any Company to, TCC or any Domestic Guarantor of Payment;



                                      E-58






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         (g) Permitted Foreign Subsidiary Loans and Investments;

         (h) the IRB;

         (i) additional unsecured Indebtedness of the Companies, to the extent
not otherwise permitted pursuant to subparts (a) through (h) above, so long as
(i) no Default or Event of Default shall then exist or immediately after
incurring such Indebtedness will exist, (ii) the Companies shall be in
compliance with the financial covenants set forth in Section 5.7 hereof both
immediately before and after giving pro forma effect to the incurrence of such
Indebtedness, and (iii) the aggregate amount of all such Indebtedness at any
time does not exceed Twenty Million Dollars ($20,000,000); or

         (j) in connection with an Acquisition permitted pursuant to Section
5.13 hereof, Subordinated Indebtedness owing by the Company so acquired (the
"Target"), or the Company that is making the Acquisition, to the seller of the
Target payable as part of the Consideration for the Acquisition (and
refinancings with such seller), up to the aggregate amount, for all such
Indebtedness of all Companies, of Five Million Dollars ($5,000,000) at any time
outstanding.

         Section 5.9. Liens. No Company shall create, assume or suffer to exist
any Lien upon any of its property or assets, whether now owned or hereafter
acquired; provided that this Section shall not apply to the following (with the
understanding that each exception below is an independent exception from each
other exception):

         (a) Liens for taxes not yet due or that remain payable without penalty
or that are being actively contested in good faith by appropriate proceedings
and for which adequate provisions shall have been established in accordance with
GAAP;

         (b) Permitted Liens;

         (c) the Liens existing on the Closing Date as set forth in Schedule 5.9
hereto and replacements, extensions, renewals, refundings or refinancings
thereof, but only to the extent that the amount of debt secured thereby shall
not be increased;

         (d) any Lien granted to Agent or Collateral Agent, for the benefit of
Agent, Collateral Agent and the Lenders (including such Lien granted to
Collateral Agent, for the benefit of Agent, Collateral Agent and a Lender or
Lenders that shall have provided Hedge Agreements with respect to the Loans);

         (e) Liens on fixed assets securing the loans or capital leases pursuant
to Section 5.8(b) hereof, provided that such Lien only attaches to the property
being acquired or leased;

         (f) Subordinated Liens on assets of the Target (as defined in Section
5.8(j) hereof) securing the Indebtedness incurred pursuant to Section 5.8(j)
hereof, provided that, if the Target merges with a Company, the security shall
be limited to the real property, plant and equipment assets of the Target;




                                      E-59






<PAGE>


         (g) vendor Liens granted in the ordinary course of business in
connection with the customary terms for purchase of materials, supplies and
equipment in European countries; or

         (h) Liens up to the aggregate amount of Five Hundred Thousand Dollars
($500,000) not incurred in connection with the borrowing of money.

No Credit Party shall enter into any contract or agreement that would prohibit
Agent or the Lenders from acquiring a security interest, mortgage or other Lien
on, or a collateral assignment of, any of the property or assets of such Credit
Party (other than contracts or agreements entered into in connection with the
purchase or lease of fixed assets that prohibit Liens on such fixed assets,
license agreements, or sale or other documents transferring title).

         Section 5.10. Regulations U and X. The Credit Parties shall not use any
portion of the Loan proceeds, directly or indirectly, (a) to purchase or carry
margin stock (as defined in Regulation U or X of the Board of Governors of the
Federal Reserve System, (ii) to repay or otherwise refinance Indebtedness of
such Credit Party or others incurred to purchase or carry margin stock, or (iii)
to extend credit for the purpose of purchasing or carrying any margin stock, in
the case of each such preceding subpart, in violation of Regulation U or X of
the Board of Governors of the Federal Reserve System.

         Section 5.11. Investments and Loans. No Company shall, without the
prior written consent of Agent and the Required Lenders, (a) create, acquire or
hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or
securities of any kind, (c) be or become a party to any joint venture or other
partnership, (d) make or keep outstanding any advance or loan to any Person, or
(e) be or become a Guarantor of any kind; provided, that this Section shall not
apply to the following (with the understanding that each exception below is an
independent exception from each other exception):

                  (i) guarantees only for Indebtedness of the Companies incurred
         or permitted pursuant to this Agreement;

                  (ii) any endorsement of a check or other medium of payment for
         deposit or collection through normal banking channels or similar
         transaction in the normal course of business;

                  (iii) investments by the Companies in Cash Equivalents;

                  (iv) the holding of Subsidiaries listed on Schedule 6.1 hereto
         and investments therein existing on the Closing Date;

                  (v) loans to or investments in a Company by a Company so long
         as each such Company shall be TCC or a Domestic Guarantor of Payment;

                  (vi) advances to officers and employees of a Company to meet
         expenses incurred by such officers and employees in the ordinary course
         of such Company's



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<PAGE>


         business or in connection with employee relocation and in amounts at
         any time outstanding not exceeding Three Hundred Thousand Dollars
         ($300,000) to any one officer or employee and One Million Five Hundred
         Thousand Dollars ($1,500,000) in the aggregate for all such officers
         and employees;

                  (vii) any Permitted Investment or Permitted Foreign Subsidiary
         Loans and Investments;

                  (viii) the creation or acquisition of a Subsidiary so long as
         (A) in the case of the acquisition of a Subsidiary, such Subsidiary
         shall have been acquired in accordance with Section 5.13 hereof, and
         (B) such Subsidiary shall, if required pursuant to Section 5.20 hereof,
         promptly become a Guarantor of Payment and otherwise comply with the
         provisions of Section 5.20 hereof;

                  (ix) TCC's investment in shares of the common stock of Quidel
         Corporation that exists on the Closing Date;

                  (x) notes or other instruments received by the Companies from
         account debtors (other than any Company) that are experiencing
         financial difficulties; or

                  (xi) loans to subcontractors or suppliers (other than any
         Company) in the ordinary course of business.

         Section 5.12. Merger and Sale of Assets. No Company shall merge,
amalgamate or consolidate with any other Person, or sell, lease or transfer or
otherwise dispose of any assets to any Person other than in the ordinary course
of business, except that, if no Event of Default shall then exist or immediately
thereafter shall begin to exist:

         (a) any Domestic Subsidiary may merge with (i) TCC (provided that TCC
shall be the continuing or surviving Person) or (ii) any one or more Domestic
Guarantors of Payment;

         (b) any Domestic Subsidiary may sell, lease, transfer or otherwise
dispose of any of its assets to (i) TCC or (ii) any Domestic Guarantor of
Payment;

         (c) any Domestic Subsidiary (other than a Credit Party) may merge with
or sell, lease, transfer or otherwise dispose of any of its assets to any other
Domestic Subsidiary;

         (d) any Foreign Subsidiary may merge or amalgamate with a Credit Party
provided that a Credit Party shall be the continuing or surviving Person and
each Borrower shall be a continuing or surviving Person;

         (e) any Foreign Subsidiary may sell, lease, transfer or otherwise
dispose of any of its assets to a Credit Party;

         (f) any Foreign Subsidiary other than a Credit Party may merge or
amalgamate with or sell, lease, transfer or otherwise dispose of any of its
assets to any other Foreign Subsidiary;




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<PAGE>


         (g) any Company may sell, lease, transfer or otherwise dispose of any
assets that are obsolete or no longer useful in such Company's business; or

         (h) Acquisitions may be effected in accordance with the provisions of
Section 5.13 hereof.

         Section 5.13. Acquisitions. No Company shall effect an Acquisition;
provided, however, that any Company may effect an Acquisition so long as:

         (a) in the case of a merger, amalgamation or other combination
including a Borrower, such Borrower shall be the surviving entity;

         (b) in the case of a merger, amalgamation or other combination
including a Credit Party (other than a Borrower), a Credit Party shall be the
surviving entity;

         (c) the business to be acquired shall be similar to the lines of
business of any Company;

         (d) no Default or Event of Default shall exist prior to or after giving
effect to such Acquisition;

         (e) in the case of an Acquisition in which the aggregate Consideration
to be paid shall be greater than Five Million Dollars ($5,000,000) and such
Acquisition does not meet the requirements set forth in either subsection (f) or
(g) below, TCC shall have provided to Agent and the Lenders, at least twenty
(20) days prior to such Acquisition, historical financial statements of the
target entity;

         (f) if, at the time of such Acquisition, (i) the Leverage Ratio (after
giving effect to Funded Indebtedness resulting from such Acquisition) shall be
less than 2.00 to 1.00 and (ii)(A) the aggregate Consideration to be paid for
such Acquisition shall be equal to or greater than Twenty Million Dollars
($20,000,000) or (B) the aggregate Consideration to be paid for such
Acquisition, when added to the aggregate Consideration paid for all Acquisitions
made during the previous twelve-month period (excluding the aggregate
Consideration paid in connection with the Biocompatibles Acquisition and any
other Acquisitions completed prior to the Closing Date) shall be greater than or
equal to Forty Million Dollars ($40,000,000), then TCC shall have (1) received
the prior written consent of Agent and the Required Lenders and (2) provided to
Agent and the Lenders, at least twenty (20) days prior to such Acquisition,
historical financial statements of the target entity accompanied by a
certificate of a Financial Officer of TCC showing pro forma compliance with
Section 5.7 hereof, both before and after giving effect to the proposed
Acquisition; and

         (g) if, at the time of such Acquisition, (i) the Leverage Ratio (after
giving effect to Funded Indebtedness incurred in connection with such
Acquisition) shall be greater than or equal to 2.00 to 1.00 and (ii) (A) the
aggregate Consideration to be paid for such Acquisition shall be equal to or
greater than Fifteen Million Dollars ($15,000,000) or (B) the aggregate
Consideration



                                      E-62






<PAGE>


to be paid for such Acquisition, when added to the aggregate Consideration paid
for all Acquisitions made during the previous twelve-month period (excluding the
aggregate Consideration paid in connection with the Biocompatibles Acquisition
and any other Acquisitions completed prior to the Closing Date) shall be greater
than or equal to Thirty Million Dollars ($30,000,000), then TCC shall have (1)
received the prior written consent of Agent and the Required Lenders and (2)
provided to Agent and the Lenders, at least twenty (20) days prior to such
Acquisition, historical financial statements of the target entity accompanied by
a certificate of a Financial Officer of TCC showing pro forma compliance with
Section 5.7 hereof, both before and after giving effect to the proposed
Acquisition.

         Section 5.14.  Notice.

         (a) Each Borrower shall cause a Responsible Officer of such Borrower to
promptly notify Agent and the Lenders whenever a Default or Event of Default has
occurred hereunder.

         (b) Each Credit Party shall cause a Responsible Officer of such Credit
Party to promptly notify Agent and the Lenders whenever the Internal Revenue
Service, or Canadian Customers and Revenue Agency or the provincial equivalent
thereof, shall allege the nonpayment or underpayment of any tax by such Credit
Party that would cause the filing of a federal tax lien on the assets of such
Credit Party.

         Section 5.15. Environmental Compliance. Each Company shall comply in
all material respects with any and all Environmental Laws. Each Company shall
furnish to the Lenders, within seven days after receipt thereof, a copy of any
written notice such Company receives from any Governmental Authority or private
Person that any material litigation or proceeding pertaining to any
environmental, health or safety matter (except for accident claims filed under
workers compensation statutes) shall have been filed or, to the knowledge of
such Company shall be threatened against such Company, any real property in
which such Company holds any interest or any past or present operation of such
Company. No Company shall allow the release or disposal of hazardous waste or
solid waste on, under or at any real property in which any Company holds any
interest or performs any of its operations, in violation of any Environmental
Law. As used in this Section, "litigation or proceeding" means any demand,
claim, notice, suit, suit in equity action, administrative action or
investigation whether brought by any Governmental Authority or private Person or
otherwise. Each Borrower shall defend, indemnify and hold Agent and the Lenders
harmless against all costs, expenses, claims, damages, penalties and liabilities
of every kind or nature whatsoever (including attorneys' fees) arising out of or
resulting from the noncompliance of any Company with any Environmental Law. Such
indemnification shall survive any termination of this Agreement.

         Section 5.16. Affiliate Transactions. No Company shall, or shall permit
any Subsidiary to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any Affiliate of
a Company on terms that are less favorable to such Company or such Subsidiary,
as the case may be, than those that might be obtained at the time in a
transaction with a non-Affiliate; provided, however, that the foregoing shall
not prohibit (a) the payment of customary and reasonable directors' fees to
directors who are not employees of a Company or




                                      E-63






<PAGE>


any Affiliate of a Company, or (b) any transaction between a Borrower and an
Affiliate (if a Borrower or Guarantor of Payment) which such Borrower reasonably
determines in good faith is beneficial to such Borrower and its Affiliates as a
whole and which is not entered into for the purpose of hindering the exercise by
Agent or the Lenders of their rights or remedies under this Agreement, including
without limitation, transactions entered into as part of the Companies' global
tax planning policies.

         Section 5.17. Use of Proceeds. Borrowers' use of the proceeds of the
Notes shall be solely for working capital and other general corporate purposes
of Borrowers and their respective Subsidiaries, and for Acquisitions permitted
pursuant to this Agreement.

         Section 5.18. Capital Expenditures. The Companies shall not invest in
Consolidated Capital Expenditures more than an aggregate amount equal to Thirty
Million Dollars ($30,000,000) during each fiscal year of TCC.

         Section 5.19. Restricted Payments. Neither TCC nor any Subsidiary of
TCC that is not a Wholly Owned Subsidiary of TCC will, directly or indirectly,
declare, order, pay, make or set apart any sum or property for any Restricted
Payment, except that such Company may make a Restricted Payment to the extent
that, immediately after giving effect to such proposed action:

         (a) no Default or Event of Default shall exist or would exist; and

         (b) the aggregate amount of all such Restricted Payments during any
fiscal quarter does not exceed One Million Two Hundred Fifty Thousand Dollars
($1,250,000); provided, however, that if the Leverage Ratio at the time of any
Restricted Payment made or to be made during such fiscal quarter shall be less
than to 2.00 to 1.00, additional Restricted Payments may be made up to a maximum
aggregate amount, when added to all Restricted Payments made in the prior twelve
months, of Twenty-Five Million Dollars ($25,000,000).

         Section 5.20. Subsidiary Guaranties and Security Documents.

         (a) Each Domestic Subsidiary that is not already a Credit Party shall
immediately execute and deliver to Agent a Guaranty of Payment of all of the
Debt and Security Documents securing all of the Debt; provided that a Domestic
Subsidiary shall not be required (i) to execute and deliver a Guaranty of
Payment or Security Documents so long as (A) the total assets of such Domestic
Subsidiary shall be less than One Million Dollars ($1,000,000), and (B) the
aggregate of the total assets of all such Domestic Subsidiaries with total asset
values of less than One Million Dollars ($1,000,000) shall not exceed the
aggregate amount of Three Million Dollars ($3,000,000) or (ii) grant any Lien in
excess of sixty-five percent (65%) of any class of stock of any directly held
Foreign Subsidiary, or any stock of any indirectly held Foreign Subsidiary. In
the event that the total assets of any Domestic Subsidiary that shall not have
executed a Guaranty of Payment or Security Documents in accordance with the
preceding sentence shall at any time be equal to or greater than One Million
Dollars ($1,000,000), TCC shall provide Agent and the Lenders with prompt
written notice of such asset value and promptly provide Agent with a Guaranty of
Payment and Security Documents with respect to such Domestic Subsidiary.




                                      E-64






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         (b) So long as there shall be no adverse tax consequences, each Foreign
Affiliate of a Foreign Borrower that is not already a Credit Party shall
immediately execute and deliver to Agent a Guaranty of Payment of all of the
Debt of such Foreign Borrower and Security Documents securing such Indebtedness;
provided that (i) such Foreign Affiliate shall be required to pledge shares of
Foreign Subsidiaries that are organized under the laws of a country that is not
the country in which such Foreign Borrower is organized unless Agent, in its
sole discretion, determines that such pledge is impracticable in light of the
value of such shares vis-a-vis the rest of the collateral, and the cost
associated with the taking of a securing interest in such shares, and (ii) if
(A) the Foreign Borrower is other than a Borrower organized in Canada or England
and (B) such Foreign Affiliate has total assets of less than the Dollar
Equivalent of Five Million Dollars ($5,000,000), or, with respect to Canada or
England, such Foreign Affiliate is a Dormant Company, such Foreign Subsidiary
shall not be required to execute Security Documents unless required by Agent, in
its sole discretion.

         (c) So long as there shall be no adverse tax consequences, each Foreign
Subsidiary that (i) is not a Foreign Affiliate of a Foreign Borrower, (ii) is
not CL-TINTERS Oy or CooperVision Oy, and (iii) has total assets in excess of
Seven Million Five Hundred Thousand Dollars ($7,500,000) shall execute and
deliver to Agent a Guaranty of Payment of the obligations of the UK Revolving
Borrowers in an amount equal to no less than the amount of Non-Credit Party
Exposure (to the extent not prohibited by law) with respect to such Foreign
Subsidiary, and, if required by Agent, in its sole discretion, Security
Documents.

         (d) So long as there shall be no adverse tax consequences, each Foreign
Subsidiary that (i) is not a Foreign Affiliate of a Foreign Borrower and (ii)(A)
the amount of the Non-Credit Party Exposure with respect to such Foreign
Subsidiary exceeds Two Million Dollars ($2,000,000) or (B) the amount of the
Non-Credit Party Exposure with respect to all such Foreign Subsidiaries exceeds
Ten Million Dollars ($10,000,000) (provided that the Non-Credit Party Exposure
referenced in subparts (a) and (b) of the definition of Permitted Foreign
Subsidiary Loans and Investments shall be excluded from the calculation of the
Ten Million Dollars ($10,000,000)) at any time, shall execute and deliver to
Agent a Guaranty of Payment of the obligations of the UK Revolving Borrowers in
an amount equal to no less than the amount of Non-Credit Party Exposure (to the
extent not prohibited by law) with respect to such Foreign Subsidiary, and, if
required by Agent, in its sole discretion, Security Documents.

         (e) Whenever the terms of this Section require that a Company provide a
Guaranty of Payment or Security Documents, such agreements shall be in form and
substance acceptable to Agent. The Companies shall also provide such corporate
governance and authorization documents and an opinion of counsel as may be
deemed necessary or advisable by Agent.

         Section 5.21. Amendment of Organizational Documents. No Credit Party
shall amend its Organizational Documents in any manner that would affect the
validity or enforceability of any Loan Document or the effectiveness or
perfection of any security interest created under any Security Document, without
the prior written consent of Agent and the Required Lenders.

         Section 5.22. Restrictive Agreements. Except as set forth in this
Agreement, TCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise




                                      E-65






<PAGE>


cause or suffer to exist or become effective any contract or agreement that
restricts the ability of any Subsidiary to (a) make, directly or indirectly, any
Capital Distribution to TCC, (b) make, directly or indirectly, loans or advances
or capital contributions to TCC or (c) transfer, directly or indirectly, any of
the properties or assets of such Subsidiary to TCC; except for such encumbrances
or restrictions existing under or by reason of (i) applicable law, (ii)
customary non-assignment provisions in leases or other agreements entered in the
ordinary course of business and consistent with past practices, or (iii)
customary restrictions in security agreements or mortgages securing Indebtedness
of a Company to the extent such restrictions shall only restrict the transfer of
the property subject to such security agreement or mortgage.

         Section 5.23. Guaranty Under Material Indebtedness Agreement. No
Company shall be or become a Guarantor of the Indebtedness incurred pursuant to
any Material Indebtedness Agreement unless such Company shall also be a
Guarantor of Payment under this Agreement prior to or concurrently therewith,
(unless the execution of such guaranty of payment shall cause an adverse tax
consequence).

         Section 5.24. Corporate Names and Location of Collateral. TCC shall,
and shall cause each Credit Party to, comply with the following provisions:

         (a) no Borrower or Guarantor of Payment shall change its corporate
name, unless, in each case, such Company shall provide Agent and the Lenders
with at least thirty (30) days prior written notice thereof;

         (b) TCC shall provide Agent with written notification no later than (i)
thirty (30) days after (A) any change in the location of the office where any
material records of any Borrower or Guarantor of Payment pertaining to their
accounts are kept or (B) any change in the chief executive office of any Credit
Party and (ii) thirty (30) days prior to (A) the change in the location of the
office where any material records of any Canadian Credit Party pertaining to
accounts are kept or (B) any change in the chief executive office or domicile
(within the meaning of the Civil Code of Quebec) of any Canadian Credit Party;

         (c) TCC shall provide Agent with twenty (20) days prior written notice
of any new location where any inventory or equipment of any Credit Party with an
aggregate value of greater than One Million Dollars ($1,000,000) is to be
maintained; and

         (d) in the event of any of the foregoing, Agent may file such new
U.C.C. financing statements (or, in the case of filings made in Canada, filings
made pursuant to (i) the PPSA, financing statements and financing change
statements, and (ii) the Civil Code of Quebec, applications for registration,
financing changes to applications and applications for registration) describing
any collateral securing the Debt and otherwise in form and substance sufficient
for recordation wherever necessary or appropriate, as determined in Agent's sole
discretion, to perfect, publish or continue perfected or published the security
interest and other Liens of Collateral Agent, for the benefit of Agent,
Collateral Agent and the Lenders, in such collateral, based upon such new places
of business, names or location of collateral. TCC shall pay all filing and
recording fees and taxes in connection with the filing, publication or
recordation of




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such financing statements and shall reimburse Agent in accordance with the terms
hereof therefor if Agent pays the same. Such amounts shall be Related Expenses
hereunder.

                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

         Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification.

         (a) Each Company domiciled in the United States is an entity duly
organized, validly existing, and in good standing under the laws of its state of
incorporation or organization and is duly qualified and authorized to do
business and is in good standing as a foreign entity in each jurisdiction where
the character of its property or its business activities makes such
qualification necessary, except where the failure to so qualify will not cause
or result in a Material Adverse Effect.

         (b) Each Company domiciled outside of the United States is an entity
duly organized, validly existing, and in good standing (except as set forth on
Schedule 6.1(b) hereto or as otherwise agreed to in writing by Agent) under the
laws of its jurisdiction of incorporation or organization and is duly qualified
and authorized to do business and is in good standing as a foreign entity in
each jurisdiction where the character of its property or its business activities
makes such qualification necessary, except where the failure to so qualify will
not cause or result in a Material Adverse Effect.

         (c) As of the Closing Date, Schedule 6.1(c) hereto sets forth (i) each
Company, (ii) each Company's state or jurisdiction of incorporation or
organization, (iii) each state or other jurisdiction in which each Company is
qualified to do business as a foreign entity, (iv) the capitalization of each
Company as of the Closing Date, and (v) whether such Company is a Dormant
Company.

         (d) As of the Closing Date, Schedule 6.1(d) hereto sets forth each (i)
Domestic Guarantor of Payment that has assets less than One Million Dollars
($1,000,000) and each (ii) Foreign Subsidiary that has assets less than Seven
Million Five Hundred Thousand Dollars ($7,500,000).

         (e) Each Canadian Credit Party that keeps records in the Province of
Quebec shall at all times keep a duplicate copy thereof at a location outside of
the Province of Quebec as designated on Schedule 6.19 hereto.

         Section 6.2. Corporate Authority. Each Credit Party has the right and
power and is duly authorized and empowered to enter into, execute and deliver
the Loan Documents to which it is a party and to perform and observe the
provisions of the Loan Documents. The Loan Documents to which each Credit Party
is a party have been duly authorized and approved by such Credit Party's board
of directors or management committee, as applicable, and are the valid and
binding obligations of such Credit Party, enforceable against such Credit Party
in accordance with their respective terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors rights or by




                                      E-67






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general principles of equity limiting the availability of equitable remedies.
The execution, delivery and performance of the Loan Documents will not conflict
with nor result in any breach in any of the provisions of, or constitute a
default under, or result in the creation of any Lien (other than Liens permitted
under Section 5.9 of this Agreement) upon any assets or property of any Credit
Party under the provisions of, such Credit Party's Organizational Documents or
any material agreement.

         Section 6.3. Compliance with Laws. Each Company:

         (a) holds permits, certificates, licenses, orders, registrations,
franchises, authorizations, and other approvals from federal, state, local, and
foreign governmental and regulatory bodies necessary for the conduct of its
business and is in compliance with all applicable laws relating thereto, except
where the failure to do so would not have or result in a Material Adverse
Effect;

         (b) is in substantial compliance with all Environmental Laws and equal
employment practices; and

         (c) is not in violation of or in default under any agreement to which
it is a party or by which its assets are subject or bound, except with respect
to any violation or default that would not have or result in a Material Adverse
Effect.

         Section 6.4. Litigation and Administrative Proceedings. Except as
disclosed on Schedules 6.4 and 6.8 hereto, as to any of which, if determined
adversely, would not be reasonably expected to have a Material Adverse Effect,
there are (a) no lawsuits, actions, investigations, or other proceedings pending
or, to the knowledge of TCC, threatened against any Company, or in respect of
which any Company may have any liability, in any court or before any
Governmental Authority, arbitration board, or other tribunal, and (b) no orders,
writs, injunctions, judgments, or decrees of any court or government agency or
instrumentality to which any Company is a party or by which the property or
assets of any Company are bound.

         Section 6.5. Title to Assets. Each Company has good title to and
ownership of all material property it purports to own, which property is free
and clear of all Liens, except those permitted under Section 5.9 hereof.

         Section 6.6. Liens and Security Interests. On and after the Closing
Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no
financing statement (or instrument of similar effect) outstanding covering any
personal property of any Company other than a financing statement (or instrument
of similar effect) in favor of Agent or Collateral Agent on behalf of the
Lenders; (b) there is no mortgage outstanding covering any real property of any
Company; and (c) no real or personal property of any Company is subject to any
security interest or Lien of any kind other than any security interest or Lien
which may be granted to Agent or Collateral Agent on behalf of the Lenders.

         Section 6.7. Tax Returns. All federal, state, provincial and local tax
returns and other reports required by law to be filed in respect of the income,
business, properties and employees




                                      E-68






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of each Company have been filed and all taxes, assessments, fees and other
governmental charges that are due and payable have been paid, except for those
being diligently contested in good faith by appropriate proceedings or as
otherwise permitted in Sections 5.9 hereof or when the failure to do so does not
and will not cause or result in a Material Adverse Effect. The Consolidated
provision for taxes on the books of TCC is expected to be adequate for all years
not closed by applicable statutes and for the current fiscal year.

         Section 6.8. Environmental Laws. Except as set forth on Schedule 6.8
hereto, each Credit Party is in substantial compliance with any and all
Environmental Laws applicable in any jurisdiction in which such Credit Party
owns or operates, or has owned or operated, a facility, arranges or has arranged
for disposal or treatment of hazardous substances or solid waste, accepts or has
accepted for transport any hazardous substances or solid waste or holds or has
held any interest in real property. Except as set forth on Schedule 6.8 hereto,
no litigation or proceeding arising under, relating to or in connection with any
Environmental Law is pending (other than those related to Company facilities
that are currently being cleaned up in accordance with Environmental Laws) or,
to the best knowledge of each Company, threatened, against any Company, any real
property in which any Company holds or has held an interest or any past or
present operation of any Company. Except as set forth on Schedule 6.8 hereto, no
release or, to the best knowledge of each Company, threatened release or
disposal of hazardous waste or solid waste is occurring, or has occurred (other
than those that are currently being cleaned up in accordance with Environmental
Laws), on, under or to any real property in which any Company holds any real
property interest or performs any of its operations, in violation of any
Environmental Law. As used in this Section, "litigation or proceeding" means any
demand, claim, notice, suit, suit in equity, action, administrative action or
investigation whether brought by any Governmental Authority or private Person,
or otherwise.

         Section 6.9. Employee Benefits Plans. No ERISA Event has occurred or is
expected to occur with respect to an ERISA Plan. Full payment has been made of
all amounts that a Controlled Group member is required, under applicable law or
under the governing documents, to have been paid as a contribution to or a
benefit under each ERISA Plan. The liability of each Controlled Group member
with respect to each ERISA Plan has been adequately funded based upon reasonable
and proper actuarial assumptions, has been fully insured, or has been fully
reserved for on its financial statements. With respect to each ERISA Plan, no
changes have occurred or are expected to occur that would cause a material
adverse effect on TCC or any Domestic Guarantor of Payment. With respect to each
ERISA Plan that is intended to be qualified under Code Section 401(a): (a) the
ERISA Plan and any associated trust operationally comply with the applicable
requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust
have been amended to comply with in all material respects all such requirements
as currently in effect, other than those requirements for which a retroactive
amendment can be made within the "remedial amendment period" available under
Code Section 401(b) (as extended under Treasury Regulations and other Treasury
pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any
associated trust have received a favorable determination letter from the
Internal Revenue Service stating that the ERISA Plan qualifies under Code
Section 401(a), that the associated trust qualifies under Code Section 501(a)
and, if applicable, that any cash or deferred arrangement under the ERISA Plan
qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at
a time for which the above-described




                                      E-69






<PAGE>


"remedial amendment period" has not yet expired, and (d) no contribution made to
the ERISA Plan is subject to an excise tax under Code Section 4972. Except as
disclosed on Schedule 6.9 hereto, with respect to any Pension Plan, the
"accumulated benefit obligation" of Controlled Group members with respect to the
Pension Plan (as determined in accordance with Statement of Accounting Standards
No. 87, "Employers' Accounting for Pensions") does not exceed the fair market
value of Pension Plan assets.

         Section 6.10. Consents or Approvals. No consent, approval or
authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person is required to be obtained or
completed by any Company in connection with the execution, delivery or
performance of any of the Loan Documents, except as contemplated hereby or
thereby.

         Section 6.11. Solvency.

         (a) TCC. TCC has received consideration that is the reasonable
equivalent value of the obligations and liabilities that TCC has incurred to the
Lenders. TCC is not insolvent as defined in any applicable state, federal or
relevant foreign statute, nor will TCC be rendered insolvent by the execution
and delivery of the Loan Documents to Agent and the Lenders. TCC is not engaged
or about to engage in any business or transaction for which the assets retained
by it are or will be an unreasonably small amount of capital, taking into
consideration the obligations to Agent and the Lenders incurred hereunder. TCC
does not intend to, nor does it believe that it will, incur debts beyond its
ability to pay such debts as they mature.

         (b) Foreign Borrowers. Each Foreign Borrower has received consideration
that is the reasonable equivalent value of the obligations and liabilities that
such Foreign Borrower has incurred to the Lenders. No Foreign Borrower is
insolvent as defined in any applicable state, federal or relevant foreign
statute, nor will such Foreign Borrower be rendered insolvent by the execution
and delivery of the Loan Documents to Agent and the Lenders. No Foreign Borrower
has liabilities, including contingent liabilities, greater than its assets. No
Foreign Borrower intends to, nor does it believe that it will, incur debts
beyond its ability to pay such debts as they mature.

         Section 6.12. Financial Statements. The October 31, 2001 and January
31, 2002 Consolidated financial statements of TCC, furnished to Agent and the
Lenders, are true and complete, have been prepared in accordance with GAAP, and
fairly present the Consolidated financial condition of the Companies as of the
respective dates of such financial statements and the results of their
operations for the periods then ending. Since January 31, 2002, there has been
no material adverse change in the financial condition, properties or business of
TCC and its Subsidiaries or any change in TCC's accounting procedures, other
than those required by GAAP.

         Section 6.13. Undisclosed Liabilities. Neither any Borrower nor
Guarantor of Payment has any liability or obligation of any nature whatsoever
(whether absolute, accrued, contingent or otherwise, whether or not due),
forward or long-term commitments or unrealized or anticipated losses from
unfavorable commitments, except (a) as disclosed in the financial statements
referred to in Section 6.12 hereof, obligations of Borrowers and any of their
Subsidiaries to each other, or otherwise in writing delivered to Agent in
accordance with this Agreement, (b) matters that,



                                      E-70






<PAGE>


individually or in the aggregate, are reasonably expected not to have a Material
Adverse Affect, and (c) liabilities, obligations, commitments and losses
incurred after January 31, 2002, in the ordinary course of business and
consistent with past practices.

         Section 6.14. Regulations. No Credit Party is engaged principally or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any "margin stock" (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System of the
United States of America). Neither the granting of any Loan (or any conversion
thereof) or Letter of Credit nor the use of the proceeds of any Loan or Letter
of Credit will violate, or be inconsistent with, the provisions of Regulation U
or X or any other Regulation of such Board of Governors.

         Section 6.15. Material Agreements. Except as disclosed on Schedule 6.15
hereto, as of the Closing Date, no Company is a party to any (a) debt
instrument, (b) lease (capital, operating or otherwise), whether as lessee or
lessor thereunder, (c) contract, commitment, agreement, or other arrangement
involving the purchase or sale of any inventory by it, or the license of any
right to or by it, (d) contract, commitment, agreement, or other arrangement
with any of its "Affiliates" (as such term is defined in the Securities Exchange
Act of 1934, as amended), (e) management or employment contract or contract for
personal services with any of its Affiliates that is not otherwise terminable at
will or on less than ninety (90) days' notice without liability, (f) collective
bargaining agreement, or (g) other contract, agreement, understanding, or
arrangement that, in the case of each of subsections (a) through (g) above, if
violated, breached, or terminated for any reason, would have or would be
reasonably expected to have a Material Adverse Effect.

         Section 6.16. Intellectual Property. Except as set forth on Schedule
6.16 hereto, each Company owns, possesses, or has the right to use all of the
patents, patent applications, trademarks, service marks, copyrights, licenses,
and rights with respect to the foregoing necessary for the conduct of its
business without any known conflict with the rights of others, except in the
case in which such conflict would not have a Material Adverse Effect.

         Section 6.17. Insurance. Except as set forth on Schedule 6.17 hereto,
each Company maintains with financially sound and reputable insurers insurance
with coverage and limits as required by law and as is customary with Persons
engaged in the same businesses as such Company.

         Section 6.18. Accurate and Complete Statements. Neither the Loan
Documents nor any written statement made by any Company in connection with any
of the Loan Documents contains any untrue statement of a material fact or omits
a material fact necessary to make the statements contained therein or in the
Loan Documents not misleading in any material respect, in light of the
circumstances in which it was provided. After due inquiry by TCC, there is no
known fact that any Company has not disclosed to Agent and the Lenders that has
or would have a Material Adverse Effect.

         Section 6.19. Location. As of the Closing Date, the Companies have
material places of business or maintain their inventory or equipment, to the
extent the value thereof exceeds One




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<PAGE>


Million Dollars ($1,000,000), at the locations set forth on Schedule 6.19
hereto. As of the Closing Date, the chief executive office of each Company and
domicile (within the meaning of the Civil Code of Quebec) of each Canadian
Credit Party is set forth on Schedule 6.19 and the offices where each Company
keeps its material records concerning its Accounts are set forth on Schedule
6.19.

         Section 6.20. Defaults. No Default or Event of Default exists
hereunder.

                         ARTICLE VII. EVENTS OF DEFAULT

         Each of the following shall constitute an Event of Default hereunder:

         Section 7.1. Payments. If (a) the interest on any Note or any
commitment or any other fee shall not be paid in full punctually when due and
payable or within five Business Days thereafter, or in the case of indemnity
obligations or expenses, five Business Days after notice, or (b) the principal
of any Note shall not be paid in full punctually when due and payable.

         Section 7.2. Special Covenants. If any Credit Party shall fail or omit
to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.18 or 5.19
hereof.

         Section 7.3. Other Covenants. If any Credit Party shall fail or omit to
perform and observe any agreement or other provision (other than those referred
to in Section 7.1 or 7.2 hereof) contained or referred to in this Agreement or
any Loan Document that is on such Credit Party's part to be complied with, and
that Default shall not have been fully corrected within thirty (30) days after
the giving of written notice thereof to TCC by Agent or any Lender that the
specified Default is to be remedied.

         Section 7.4. Representations and Warranties. If any written
representation, warranty or statement made in or pursuant to this Agreement or
any Loan Document or any other material information furnished by any Credit
Party to the Lenders or any thereof or any other holder of any Note, shall be
false or erroneous in any adverse material respect when made.

         Section 7.5. Cross Default. If any Credit Party shall default in the
payment of principal or interest due and owing upon any such obligation for
borrowed money in excess of the aggregate, for all such obligations for all such
Credit Parties of Ten Million Dollars ($10,000,000) beyond any period of grace
provided with respect thereto or in the performance or observance of any other
agreement, term or condition contained in any agreement under which such
obligation is created, if the effect of such default is to allow the
acceleration of the maturity of such Indebtedness or to permit the holder
thereof to cause such Indebtedness to become due prior to its stated maturity.

         Section 7.6. ERISA Default. The occurrence of one or more ERISA Events
which (a) the Required Lenders determine could have a Material Adverse Effect or
(b) results in a Lien on any of the assets of TCC or any Domestic Guarantor of
Payment.



                                      E-72






<PAGE>


         Section 7.7. Change in Control. If any Change in Control shall occur.

         Section 7.8. Money Judgment. A final judgment or order for the payment
of money shall be rendered against any Credit Party by a court of competent
jurisdiction, which remains unpaid or unstayed and undischarged for a period
(during which execution shall not be effectively stayed) of sixty (60)
consecutive days after the date on which the right to appeal has expired,
provided that the aggregate of all such judgments, for all such Credit Parties,
shall exceed Five Million Dollars ($5,000,000).

         Section 7.9. Material Adverse Change. There shall have occurred any
condition or event that the Required Lenders determine has or is reasonably
likely to have a Material Adverse Effect.

         Section 7.10. Validity of Loan Documents. (a) Any material provision,
in the opinion of the Required Lenders, of any Loan Document shall at any time
for any reason cease to be valid, binding and enforceable against any Credit
Party; (b) the validity, binding effect or enforceability of any Loan Document
against any Credit Party shall be contested by any Credit Party; (c) any Credit
Party shall deny that it has any or further liability or obligation under any
Loan Document to which it is a party; or (d) any Loan Document shall be
terminated, invalidated or set aside, or be declared ineffective or inoperative
or in any way cease to give or provide to Agent and the Lenders the benefits
purported to be created thereby. In addition to any other material Loan
Documents, this Agreement, each Note and each Guaranty of Payment shall be
deemed to be "material".

         Section 7.11. Discontinue Business. If any Company with assets over One
Million Dollars ($1,000,000) shall, except as permitted pursuant to Sections 5.5
or 5.12 hereof, discontinue business.

         Section 7.12. Solvency. If any Company with assets over One Million
Dollars ($1,000,000) shall (a) generally not pay its debts as such debts become
due, (b) make a general assignment for the benefit of creditors, (c) apply for
or consent to the appointment of an interim receiver, a receiver, receiver and
manager, an administrator, sequestrator, monitor, a custodian, a trustee, an
interim trustee or liquidator of all or a substantial part of its assets or of
such Company, (d) be adjudicated a debtor or insolvent or have entered against
it an order for relief under Title 11 of the United States Code, the Bankruptcy
and Insolvency Act (Canada) or the Companies Creditors Arrangement Act (Canada)
or under any other bankruptcy insolvency, liquidation, winding-up, corporate or
similar statute or law, foreign, federal, state or provincial, in any applicable
jurisdiction, now or hereafter existing, as any of the foregoing may be amended
from time to time, or other applicable statute for jurisdictions outside of the
United States, as the case may be, (e) file a voluntary petition in bankruptcy,
or file a proposal or notice of intention to file a proposal or have an
involuntary proceeding filed against it and the same shall continue undismissed
for a period of sixty (60) days from commencement of such proceeding or case, or
file a petition or an answer or an application or a proposal seeking
reorganization or an arrangement with creditors or seeking to take advantage of
any other law (whether federal, provincial or state, or, if applicable, other
jurisdiction) relating to relief of debtors, or admit (by answer, by default or
otherwise) the material allegations of a petition filed against it in any




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<PAGE>


bankruptcy, reorganization, insolvency or other proceeding (whether federal,
provincial or state, or, if applicable, other jurisdiction) relating to relief
of debtors, (f) suffer or permit or to continue unstayed and in effect for
thirty (30) consecutive days any judgment, decree or order entered by a court of
competent jurisdiction, that approves a petition or an application or a proposal
seeking its reorganization or appoints an interim receiver, a receiver, receiver
and manager, an administrator, custodian, trustee, interim trustee or liquidator
of all or a substantial part of its assets or of such Company, (g) have an
administrative receiver appointed over the whole or substantially the whole of
its assets, (h) have assets, the value of which is less than its liabilities
(taking into account prospective and contingent liabilities), or (i) have a
moratorium declared in respect of any of its Indebtedness, or any analogous
procedure or step is taken in any jurisdiction.

                       ARTICLE VIII. REMEDIES UPON DEFAULT

         Notwithstanding any contrary provision or inference herein or
elsewhere,

         Section 8.1. Optional Defaults. If any Event of Default referred to in
Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10 or 7.11 hereof shall
occur, Agent may, with the consent of the Required Lenders, and shall, at the
request of the Required Lenders, give written notice to Borrowers, to:

         (a) terminate the Commitment hereby established, if not previously
terminated, and, immediately upon such election, the obligations of the Lenders,
and each thereof, to make any further Loan and the obligation of the Fronting
Lender to issue any Letter of Credit immediately shall be terminated, and/or

         (b) accelerate the maturity of all of the Debt (if the Debt is not
already due and payable), whereupon all of the Debt shall become and thereafter
be immediately due and payable in full without any presentment or demand and
without any further or other notice of any kind, all of which are hereby waived
by each Borrower.

         Section 8.2. Automatic Defaults. If any Event of Default referred to in
Section 7.12 hereof shall occur:

         (a) all of the Commitment shall automatically and immediately
terminate, if not previously terminated, and no Lender thereafter shall be under
any obligation to grant any further Loan, nor shall the Fronting Lender be
obligated to issue any Letter of Credit, and

         (b) the principal of and interest then outstanding on all of the Notes,
and all of the other Debt, shall thereupon become and thereafter be immediately
due and payable in full (if the Debt is not already due and payable), all
without any presentment, demand or notice of any kind, which are hereby waived
by each Borrower.

         Section 8.3. Letters of Credit. If the maturity of the Notes is
accelerated pursuant to Sections 8.1 or 8.2 hereof, TCC shall immediately
deposit with Agent, as security for the obligations of TCC (and any Domestic
Guarantor of Payment) to reimburse the Fronting Lender




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<PAGE>


and the Lenders for any then outstanding Letters of Credit, cash equal to the
sum of the aggregate undrawn balance of any then outstanding Letters of Credit.
Agent and the Lenders are hereby authorized, at their option, to deduct any and
all such amounts from any deposit balances then owing by any Lender to or for
the credit or account of TCC (or any Domestic Guarantor of Payment), as security
for the obligations of TCC (and any Domestic Guarantor of Payment) to reimburse
Agent and the Lenders for any then outstanding Letters of Credit.

         Section 8.4. Offsets. If there shall occur or exist any Event of
Default referred to in Section 7.12 hereof or if the maturity of the Notes is
accelerated pursuant to Section 8.1 or 8.2 hereof, each Lender shall have the
right at any time to set off against, and to appropriate and apply toward the
payment of, any and all Debt then owing by TCC to that Lender (including,
without limitation, any participation purchased or to be purchased pursuant to
Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not the same shall then have
matured, any and all deposit balances and all other indebtedness then held or
owing by that Lender to or for the credit or account of TCC (or any Domestic
Guarantor of Payment), all without notice to or demand upon TCC or any other
Person, all such notices and demands being hereby expressly waived by TCC.

         Section 8.5. Equalization Provision.

         (a) Equalization Prior to an Equalization Event. Each Lender agrees
with the other Lenders that if it, at any time, shall obtain any Advantage over
the other Lenders or any thereof in respect of the Applicable Debt (except as to
(i) Swing Loans, (ii) any Special Foreign Commitment, and (iii) amounts under
Article III hereof), such Lender shall purchase from the other Lenders, for cash
and at par, such additional participation in the Applicable Debt as shall be
necessary to nullify the Advantage.

         (b) Equalization After an Equalization Event. After the occurrence of
an Equalization Event, each Lender agrees with the other Lenders that if such
Lender, at any time, shall obtain any Advantage over the other Lenders or any
thereof in respect of the Debt (including Swing Loans and any Special Foreign
Commitment, but excluding amounts under Article III hereof) then outstanding (as
calculated, with respect to any amounts outstanding in an Alternate Currency,
using the Dollar Equivalent in effect on the Equalization Date, as hereinafter
defined), such Lender shall purchase from the other Lenders, for cash and at
par, such additional participation in the Debt as shall be necessary to nullify
the Advantage. For purposes of determining whether or not, after the occurrence
of an Equalization Event, an Advantage shall exist, Agent shall, as of the date
that the Equalization Event occurs (the "Equalization Date"):

                  (i) add the Dollar Equivalents of the Revolving Credit
         Exposure and the Term Loan Exposure to determine the equalization
         maximum amount (the "Equalization Maximum Amount"); and

                  (ii) determine an equalization percentage (the "Equalization
         Percentage") for each Lender by dividing the aggregate amount of its
         Lender Credit Exposure by the Equalization Maximum Amount.




                                      E-75






<PAGE>


         (c) Recovery of Advantage. If any such Advantage resulting in the
purchase of an additional participation as aforesaid shall be recovered in whole
or in part from Lender receiving the Advantage, each such purchase shall be
rescinded, and the purchase price restored (but without interest unless such
Lender receiving the Advantage shall be required to pay interest on the
Advantage to the Person recovering the Advantage from such Lender) ratably to
the extent of the recovery.

         (d) Application and Sharing of Set-Off Amounts. Each Lender further
agrees with the other Lenders that if it at any time shall receive any payment
for or on behalf of a Credit Party on any Indebtedness owing by such Credit
Party to such Lender by reason of offset of any deposit or other Indebtedness,
it shall apply such payment first to any and all Indebtedness owing by such
Credit Party to such Lender pursuant to this Agreement (including, without
limitation, any participation purchased or to be purchased pursuant to this
Section or any other Section of this Agreement). Each Credit Party agrees that
any Lender so purchasing a participation from the other Lenders, or any thereof,
pursuant to this Section may exercise all of its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were a direct creditor of such Credit Party in the amount of such
participation.

                          ARTICLE IX. THE AGENT

         The Lenders authorize KeyBank National Association and KeyBank National
Association hereby agrees to act as agent for the Lenders in respect of this
Agreement and the other Loan Documents upon the terms and conditions set forth
elsewhere in this Agreement, and upon the following terms and conditions:

         Section 9.1. Appointment and Authorization. Each Lender hereby
irrevocably appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers hereunder as are delegated to Agent by the
terms hereof, together with such powers as are reasonably incidental thereto.
Neither Agent nor any of its affiliates, directors, officers, attorneys or
employees shall be liable for any action taken or omitted to be taken by it or
them hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct.

         Section 9.2. Note Holders. Agent may treat the payee of any Note as the
holder thereof until written notice of transfer shall have been filed with it,
signed by such payee and in form satisfactory to Agent, to the extent the
assignment is permitted and accomplished in accordance with Section 10.10
hereof.

         Section 9.3. Consultation With Counsel. Agent may consult with legal
counsel selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.

         Section 9.4. Documents. Agent shall not be under any duty to examine
into or pass upon the validity, effectiveness, genuineness or value of any Loan
Documents or any other Related Writing furnished pursuant hereto or in
connection herewith or the value of any collateral




                                      E-76






<PAGE>


obtained hereunder, and Agent shall be entitled to assume that the same are
valid, effective and genuine and what they purport to be.

         Section 9.5. Agent and Affiliates. With respect to the Loans, Agent
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not Agent, and Agent and its affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with any Company or any affiliate thereof.

         Section 9.6. Knowledge of Default. It is expressly understood and
agreed that Agent shall be entitled to assume that no Default or Event of
Default has occurred, unless Agent has been notified by a Lender in writing that
such Lender believes that a Default or Event of Default has occurred and is
continuing and specifying the nature thereof, or has been notified in writing by
a Borrower pursuant to Section 5.14 hereof.

         Section 9.7. Action by Agent. Subject to the other terms and conditions
hereof, so long as Agent shall be entitled, pursuant to Section 9.6 hereof, to
assume that no Default or Event of Default shall have occurred and be
continuing, Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights that may be vested in it by,
or with respect to taking or refraining from taking any action or actions that
it may be able to take under or in respect of, this Agreement. Agent shall incur
no liability under or in respect of this Agreement by acting upon any notice,
certificate, warranty or other paper or instrument believed by it to be genuine
or authentic or to be signed by the proper party or parties, or with respect to
anything that it may do or refrain from doing in the reasonable exercise of its
judgment, or that may seem to it to be necessary or desirable in the premises.

         Section 9.8. Notices; Default. In the event that Agent shall have
acquired actual knowledge of any Default or Event of Default, Agent shall
promptly notify the Lenders and shall take such action and assert such rights
under this Agreement as the Required Lenders shall direct and Agent shall inform
the other Lenders in writing of the action taken. Subject to the other terms and
conditions hereof, Agent may take such action and assert such rights as it shall
deem to be advisable, in its discretion, for the protection of the interests of
the holders of the Notes.

         Section 9.9. Indemnification of Agent. The Lenders agree to indemnify
Agent (to the extent not reimbursed by Borrowers) ratably, according to their
respective Applicable Commitment Percentages, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against Agent, in its capacity as agent, in
any way relating to or arising out of this Agreement or any Loan Document or any
action taken or omitted by Agent with respect to this Agreement or any Loan
Document, provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees) or disbursements resulting from
Agent's gross negligence, willful misconduct or from any action taken or omitted
by Agent in any capacity other than as agent under this Agreement.

         Section 9.10. Successor Agent. Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written notice to Borrowers and the
Lenders. If Agent shall




                                      E-77






<PAGE>


resign under this Agreement, then either (a) the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders (with the consent of
TCC so long as an Event of Default shall not have occurred and which consent
shall not be unreasonably withheld), or (b) if a successor agent shall not be so
appointed and approved within the thirty (30) day period following Agent's
notice to the Lenders of its resignation, then Agent shall appoint a successor
agent that shall serve as agent until such time as the Required Lenders shall
appoint a successor agent. Upon its appointment, such successor agent shall
succeed to the rights, powers and duties as agent and the term "Agent" shall
mean such successor effective upon its appointment, and the former agent's
rights, powers and duties as agent shall be terminated without any other or
further act or deed on the part of such former agent or any of the parties to
this Agreement.

         Section 9.11. Other Agents. Neither the Syndication Agent nor any
Documentation Agent shall have any duties or responsibilities hereunder in their
respective agency capacities.

         Section 9.12. Collateral Agent.

         (a) General Authorization. The Lenders hereby authorize Collateral
Agent (and such other collateral agents or collateral trustees as Agent may
determine is necessary or advisable with respect to holding collateral for the
benefit of the Lenders or, with respect to any Special Foreign Commitment, the
appropriate Special Foreign Lender) to act as collateral agent hereunder. The
Lenders hereby authorize Collateral Agent, upon the sale, lease, transfer or
other disposition of any assets in accordance with the provisions set forth in
Section 5.12, to execute and deliver, at the request and expense of TCC, all
necessary and proper instruments to release any Liens created by the Loan
Documents with respect to such assets.

         (b) Authority with Respect to Canada. For the purposes of holding any
security granted by any Borrower or any other Credit Party under the laws of the
Province of Quebec, Collateral Agent is hereby appointed to act as the person
holding an irrevocable power of attorney (fonde de pouvoir) pursuant to article
2692 of the Civil Code of Quebec to act on behalf of Agent and all present and
future Canadian Lenders. By executing an Assignment Agreement, each future
Canadian Lender shall be deemed to ratify the power of attorney granted to
Collateral Agent hereunder. Each Canadian Lender, Agent, each Borrower and each
other Credit Party agrees that, notwithstanding Section 32 of the Act respecting
the Special Powers of Legal Persons (Quebec), Collateral Agent may, as the
person holding the power of attorney of Canadian Lenders, acquire any debentures
or other titles of indebtedness secured by any hypothec granted by any Borrower
or other Credit Party to Collateral Agent, pursuant to the laws of the Province
of Quebec.

                            ARTICLE X. MISCELLANEOUS

         Section 10.1. The Lenders' Independent Investigation. Each Lender, by
its signature to this Agreement, acknowledges and agrees that Agent has made no
representation or warranty, express or implied, with respect to the
creditworthiness, financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in connection herewith or in any other oral or written communication




                                      E-78






<PAGE>


between Agent and such Lender. Each Lender represents that it has made and shall
continue to make its own independent investigation of the creditworthiness,
financial condition and affairs of the Companies in connection with the
extension of credit hereunder, and agrees that Agent has no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto (other than such
notices as may be expressly required to be given by Agent to the Lenders
hereunder), whether coming into its possession before the granting of the first
Loans hereunder or at any time or times thereafter.

         Section 10.2. No Waiver; Cumulative Remedies. No omission or course of
dealing on the part of Agent, any Lender or the holder of any Note in exercising
any right, power or remedy hereunder or under any of the Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder or under any of the
Loan Documents. The remedies herein provided are cumulative and in addition to
any other rights, powers or privileges held by operation of law, by contract or
otherwise.

         Section 10.3. Amendments, Consents. Except as otherwise expressly
provided herein, no amendment, modification, termination, or waiver of any
provision of any Loan Document nor consent to any variance therefrom, shall be
effective unless the same shall be in writing and signed by the Required Lenders
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given. Anything herein to the contrary
notwithstanding, unanimous consent of the Lenders shall be required with respect
to (a) any increase in the Commitment hereunder, (b) the extension of maturity
of the Notes, the payment date of interest or principal thereunder, or the
payment of commitment or other fees or amounts payable hereunder (including,
without limitation, any change in the method used to compute such interest or
fees), (c) any reduction in the rate of interest on the Notes, or in any amount
of principal or interest due on any Note, or the payment of commitment or other
fees hereunder or any change in the manner of pro rata application of any
payments made by Borrowers to the Lenders hereunder, (d) any change in any
percentage voting requirement, voting rights, or the Required Lenders definition
in this Agreement, (e) the release of any Guarantor of Payment with assets in
excess of One Million Dollars ($1,000,000) or, in addition to any release of
collateral contemplated in Section 5.12 hereof, any release of collateral in
excess of the aggregate of One Million Dollars ($1,000,000) during each calendar
year (Agent is authorized by the Lenders to execute appropriate release
documents in connection with the foregoing), or (f) any amendment to this
Section 10.3 or 8.5 hereof. Notice of amendments or consents ratified by the
Lenders hereunder shall immediately be forwarded by TCC to all the Lenders. Each
Lender or other holder of a Note shall be bound by any amendment, waiver or
consent obtained as authorized by this Section, regardless of its failure to
agree thereto.

         Section 10.4. Notices. All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to a Borrower,
mailed or delivered to it, addressed to it at the address specified on the
signature pages of this Agreement (including, with respect to legal notices, a
courtesy notice to Dena Bloom, Esq., mailed or delivered to her, addressed to
her at Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, CA
90071, provided that a failure to give such courtesy notice shall have no legal
effect hereunder), if to Agent, mailed or delivered to Agent, addressed to Agent
at the address of Agent specified




                                      E-79






<PAGE>


on the signature pages of this Agreement, or if to any Lender, mailed or
delivered to it, addressed to the address of such Lender specified on the
signature pages of this Agreement, or, as to each party, at such other address
as shall be designated by such party in a written notice to each of the other
parties. All notices, statements, requests, demands and other communications
provided for hereunder shall be deemed to be given or made when delivered or two
Business Days after being deposited in the mails with postage prepaid by
registered or certified mail, addressed as aforesaid, or sent by facsimile with
telephonic confirmation of receipt (if received during a Business Day, otherwise
the following Business Day), except that notices pursuant to any of the
provisions hereof shall not be effective until received.

         Section 10.5. Costs, Expenses and Taxes. TCC agrees to pay the
following costs and expenses of Agent: (a) syndication, administration, travel
and out-of-pocket expenses, including, but not limited to, attorneys' fees and
expenses, of Agent in connection with the preparation, negotiation and closing
of the Loan Documents and the administration of the Loan Documents, the
collection and disbursement of all funds hereunder and the other instruments and
documents to be delivered hereunder, (b) extraordinary expenses of Agent in
connection with the administration of the Loan Documents and the other
instruments and documents to be delivered hereunder, (c) the fees and
out-of-pocket expenses of special counsel for Agent, with respect to the
foregoing, and of local counsel, if any, who may be retained by said special
counsel with respect thereto, and (d) Related Expenses. Such amounts incurred
after the Closing Date shall be payable within thirty (30) days of TCC's receipt
of an invoice therefor. TCC also agrees to pay on demand all costs and expenses
of Agent and the Lenders, including reasonable attorneys' fees and expenses, in
connection with (i) any restructuring after the occurrence of an Event of
Default, (ii) any amendment after the occurrence of an Event of Default or (iii)
enforcement of the Debt, this Agreement or any Related Writing. In addition, TCC
and any other appropriate Borrower shall pay any and all stamp and other taxes
and governmental fees payable or determined to be payable in connection with the
execution and delivery of the Loan Documents, and the other instruments and
documents to be delivered hereunder, and agrees to hold Agent and each Lender
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes or fees.

         Section 10.6. Indemnification. TCC, and each Foreign Borrower to the
extent relating to the Loans and other credit extensions to such Foreign
Borrower, agrees to defend, indemnify and hold harmless Agent and the Lenders
(and their respective affiliates, officers, directors, attorneys, agents and
employees) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
reasonable attorneys' fees) or disbursements of any kind or nature whatsoever
that may be imposed on, incurred by or asserted against Agent or any Lender in
connection with any investigative, administrative or judicial proceeding
(whether or not such Lender or Agent shall be designated a party thereto) or any
other claim by any Person relating to or arising out of any Loan Document or any
actual or proposed use of proceeds of the Loans or any of the Debt, or any
activities of any Company or any Affiliate of such Company; provided that no
Lender nor Agent shall have the right to be indemnified under this Section for
its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction and no Lender (other than Agent) shall have the right to
be indemnified for attorney fees and expenses incurred in connection with the
negotiation, closing,




                                      E-80






<PAGE>


amending or restructuring of the Loan Documents except as set forth in Section
10.5 hereof. All obligations provided for in this Section 10.6 shall survive any
termination of this Agreement.

         Section 10.7. Obligations Several; No Fiduciary Obligations. The
obligations of the Lenders hereunder are several and not joint. Nothing
contained in this Agreement and no action taken by Agent or the Lenders pursuant
hereto shall be deemed to constitute the Lenders as a partnership, association,
joint venture or other entity. No default by any Lender hereunder shall excuse
the other Lenders from any obligation under this Agreement; but no Lender shall
have or acquire any additional obligation of any kind by reason of such default.
The relationship among Borrowers and the Lenders with respect to the Loan
Documents and the Related Writings is and shall be solely that of debtors and
creditors, respectively, and neither Agent nor any Lender shall have any
fiduciary obligation toward any Borrower with respect to any such documents or
the transactions contemplated thereby.

         Section 10.8. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.

         Section 10.9. Binding Effect; Borrower's Assignment. This Agreement
shall be binding upon and inure to the benefit of each Borrower, Agent and each
Lender and their respective successors and assigns, except that no Borrower
shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of Agent and the Lenders.

         Section 10.10. Lender Assignments.

         (a) Assignments of Commitments. Each Lender shall have the right, in
accordance with the terms and conditions of this Section 10.10, at any time or
times to assign to another Person (other than to a Lender that shall not be in
compliance with this Agreement), without recourse, all or a percentage of all of
the following: (i) such Lender's Commitment, (ii) all Loans made by such Lender,
(iii) such Lender's Notes, and (iv) such Lender's interest in any Letter of
Credit and any participation purchased pursuant to Section 2.2 or 8.5 hereof.

         (b) Prior Consent. No assignment may be consummated pursuant to this
Section 10.10 without the prior written consent of TCC and Agent (other than an
assignment by any Lender to another Lender or, so long as there shall be no
adverse tax consequences with respect to the Credit Parties, an affiliate of
such Lender) which consent of TCC and Agent shall not be unreasonably withheld;
provided, however, that, TCC's consent shall not be required if, at the time of
the proposed assignment, any Event of Default shall then exist. Anything herein
to the contrary notwithstanding, any Lender may at any time make a collateral
assignment of all or any portion of its rights under the Loan Documents to a
Federal Reserve Bank, and no such assignment shall release such assigning Lender
from its obligations hereunder.

         (c) Minimum Amount. Each assignment made pursuant to this Section 10.10
shall be, unless such assignment shall be to one or more other Lenders, in a
minimum amount of the




                                      E-81






<PAGE>


lesser of Five Million Dollars ($5,000,000) of the assignor's Commitment and
interest herein or the entire amount of the assignor's Commitment and interest
herein.

         (d) Assignment Fee. Unless the assignment shall be to an affiliate of
the assignor or the assignment shall be due to merger of the assignor or for
regulatory purposes, either the assignor or the assignee shall remit to Agent,
for its own account, an administrative fee of Three Thousand Five Hundred
Dollars ($3,500).

         (e) Assignment Agreement. Unless the assignment shall be due to merger
of the assignor or a collateral assignment for regulatory purposes, the assignor
shall (i) cause the assignee to execute and deliver to TCC and Agent a fully
executed Assignment Agreement, and (ii) execute and deliver, or cause the
assignee to execute and deliver, as the case may be, to Agent such additional
amendments, assurances and other writings as Agent may reasonably require.

         (f) Non-U.S. Assignee. If the assignment is to be made to an assignee
that is organized under the laws of any jurisdiction other than the United
States or any state thereof, the assignor Lender shall cause such assignee, at
least five Business Days prior to the effective date of such assignment, (i) to
represent to the assignor Lender (for the benefit of the assignor Lender, Agent
and Borrowers) that under applicable law and treaties no taxes will be required
to be withheld by Agent, Borrowers or the assignor with respect to any payments
to be made to such assignee in respect of the Loans hereunder, (ii) to furnish
to the assignor (and, in the case of any assignee registered in the Register (as
defined below), Agent and Borrowers) either (A) U.S. Internal Revenue Service
Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (B) United States
Internal Revenue Service Form W-8 or W-9, as applicable (wherein such assignee
claims entitlement to complete exemption from U.S. federal withholding tax on
all interest payments hereunder), and (iii) to agree (for the benefit of the
assignor, Agent and Borrowers) to provide the assignor Lender (and, in the case
of any assignee registered in the Register, Agent and Borrowers) a new Form
W-8ECI or Form W-8BEN or Form W-8 or W-9, as applicable, upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such assignee, and to comply from time to time with
all applicable U.S. laws and regulations with regard to such withholding tax
exemption. Except as set forth in Section 2.13(b), a Special Foreign Lender may
only assign its interest hereunder to another Special Foreign Lender organized
under the laws of the same jurisdiction, unless otherwise agreed to by Agent and
TCC.

         (g) Deliveries by Borrowers. Upon satisfaction of all applicable
requirements specified in subparts (a) through (f) above, Borrowers shall
execute and deliver to the assignee and the assignor, if applicable, an
appropriate Note or Notes upon receipt of the Note or Notes held by or issued to
the Assignor, marked "Replaced".

         (h) Effect of Assignment. Upon satisfaction of all applicable
requirements specified in subparts (a) through (g) above, (i) the assignee shall
become and thereafter be deemed to be a "Lender" for the purposes of this
Agreement, (ii) the Assignor shall be released from its obligations hereunder to
the extent that its interest has been assigned, (iii) in the event that the






                                      E-82






<PAGE>


assignor's entire interest has been assigned, the assignor shall cease to be and
thereafter shall no longer be deemed to be a "Lender" and (iv) the signature
pages hereto and Schedule 1 hereto shall be automatically amended, without
further action, to reflect the result of any such assignment.

         (i) Agent to Maintain Register. Agent shall maintain at the address for
notices referred to in Section 10.4 hereof a copy of each Assignment Agreement
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and Borrowers, Agent and the
Lenders may treat each financial institution whose name is recorded in the
Register as the owner of the Loan recorded therein for all purposes of this
Agreement. The Register shall be available for inspection by Borrowers or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

         Section 10.11. Participations. Any Lender may, in the ordinary course
of its commercial banking business and in accordance with applicable law, at any
time sell participations to one or more commercial banks or other Persons (each
a "Participant") in all or a portion of its rights or obligations under this
Agreement and the other Loan Documents (including, without limitation, all or a
portion of the Commitment and the Loans owing to it and the Note held by it);
provided, that:

                  (i) any such Lender's obligations under this Agreement and the
         other Loan Documents shall remain unchanged,

                  (ii) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations,

                  (iii) the parties hereto shall continue to deal solely and
         directly with such Lender in connection with such Lender's rights and
         obligations under this Agreement and each of the other Loan Documents,

                  (iv) such Participant shall be bound by the provisions of
         Section 8.5 hereof, and the Bank selling such participation shall
         obtain from such Participant a written confirmation of its agreement to
         be so bound, and

                  (v) no Participant (unless such Participant is itself a
         Lender) shall be entitled to require such Lender to take or refrain
         from taking action under this Agreement or under any other Loan
         Document, except that such Lender may agree with such Participant that
         such Bank will not, without such Participant's consent, take action of
         the type described as follows:

                           (A) increase the portion of the participation amount
                  of any Participant over the amount thereof then in effect, or
                  extend the Commitment Period, without the written consent of
                  each Participant affected thereby; or




                                      E-83






<PAGE>


                           (B) reduce the principal amount of or extend the time
                  for any payment of principal of any Loan, or reduce the rate
                  of interest or extend the time for payment of interest on any
                  Loan, or reduce the commitment fee, without the written
                  consent of each Participant affected thereby.

TCC agrees that any Lender that sells participations pursuant to this Section
shall still be entitled to the benefits of Article III hereof, notwithstanding
any such transfer; provided, however, that TCC's obligations shall not increase
as a result of such transfer and TCC shall have no obligation to any
Participant.

         Section 10.12. Severability of Provisions; Captions; Attachments. Any
provision of this Agreement that 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 or affecting the validity or enforceability of such provision
in any other jurisdiction. The several captions to Sections and subsections
herein are inserted for convenience only and shall be ignored in interpreting
the provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein and shall be deemed to be a part hereof.

         Section 10.13. Confidentiality. Agent and each Lender shall hold all
Confidential Information in accordance with the customary procedures of Agent or
such Lender for handling confidential information of this nature, and in
accordance with safe and sound banking practices. Notwithstanding the foregoing,
Agent or any Lender may in any event make disclosures of, and furnish copies of
Confidential Information (a) to another agent under this Agreement or another
Lender; (b) when reasonably required by any bona fide transferee or participant
in connection with the contemplated transfer of any Loans or Commitment or
participation therein (which information shall be provided under a notice of
confidentiality); (c) to the parent corporation or corporations of Agent or such
Lender (or any affiliate of any of the foregoing), and to their respective
auditors and attorneys, and any other advisors or consultants with a need to
know; and (d) as required or requested by any Governmental Authority or
representative thereof, or pursuant to legal process, provided, that, unless
specifically prohibited by applicable law or court order, Agent or such Lender,
as applicable, shall notify the Chief Financial Officer of TCC of any request by
any Governmental Authority or representative thereof (other than any such
request in connection with an examination of the financial condition of Agent or
such Lender by such Governmental Authority), and of any other request pursuant
to legal process, for disclosure of any such non-public information prior to
disclosure of such Confidential Information. In no event shall Agent or any
Lender be obligated or required to return any materials furnished by or on
behalf of any Company. Borrowers hereby agree that the failure of Agent or any
Lender to comply with the provisions of this Section 10.13 shall not relieve any
Borrower of any of the obligations to Agent and the Lenders under this Agreement
and the other Loan Documents.

         Section 10.14. Entire Agreement; No Conflict.

         (a) This Agreement, any Note and any other Loan Document or other
agreement, document or instrument attached hereto or executed on or as of the
Closing Date integrate all the




                                      E-84






<PAGE>


terms and conditions mentioned herein or incidental hereto and supersede all
oral representations and negotiations and prior writings with respect to the
subject matter hereof.

         (b) It is the intent of the parties that the provisions of each of the
Loan Documents be effective and that no conflict exist between this Agreement
and any other Loan Document; however, if and to the extent there is, or is
perceived to exist, a conflict between the provisions of this Agreement and such
other Loan Document, the provisions of this Agreement shall control.

         Section 10.15. Governing Law; Submission to Jurisdiction.

         (a) Governing Law. This Agreement, each of the Notes and any Related
Writing (except as otherwise set forth in any Loan Document executed by a
Foreign Subsidiary) shall be governed by and construed in accordance with the
laws of the State of Ohio and the respective rights and obligations of Borrowers
and the Lenders shall be governed by Ohio law, without regard to principles of
conflict of laws.

         (b) Submission to Jurisdiction. Each Borrower hereby irrevocably
submits to the non-exclusive jurisdiction of any state or federal court sitting
in Cleveland, Ohio over any action or proceeding arising out of or relating to
this Agreement, the Debt or any Related Writing (except as otherwise set forth
in any Loan Document executed by a Foreign Subsidiary) and each Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such Ohio state or federal court. Each Borrower, on
behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest
extent permitted by law, any objection it may now or hereafter have to the
laying of venue in any action or proceeding in any such court as well as any
right it may now or hereafter have to remove such action or proceeding, once
commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise.
Each Borrower agrees that a final, non-appealable judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

         Section 10.16. Legal Representation of Parties. The Loan Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.

         Section 10.17. Judgment Currency. If Agent, on behalf of the Lenders,
obtains a judgment or a judgments against any Borrower in an Alternate Currency,
the obligations of such Borrower in respect of any sum adjudged to be due to
Agent or the Lenders hereunder or under the Notes (the "Judgment Amount") shall
be discharged only to the extent that, on the Business Day following receipt by
Agent of the Judgment Amount in the Alternate Currency Agent, in accordance with
normal banking procedures, purchases Dollars with the Judgment Amount in such
Alternate Currency. If the amount of Dollars so purchased is less than the
amount of Dollars that could have been purchased with the Judgment Amount on the
date or dates the Judgment Amount (excluding the portion of the Judgment Amount
which has accrued as a result of the failure of such Borrower to pay the sum
originally due hereunder or under the Notes when




                                      E-85






<PAGE>


it was originally due and owing to Agent or the Lenders hereunder or under the
Notes) was originally due and owing to Agent or the Lenders hereunder or under
the Notes (the "Original Due Date") (the "Loss"), such Borrower agrees as a
separate obligation and notwithstanding any such judgment, to indemnify Agent or
such Lender, as the case may be, against the Loss, and if the amount of Dollars
so purchased exceeds the amount of Dollars that could have been purchased with
the Judgment Amount on the Original Due Date, Agent or such Lender agrees to
remit such excess to such Borrower.

         Section 10.18. Currency Equivalent Generally. For the purposes of
making valuations or computations under this Agreement (but not for the purposes
of the preparation of any financial statements delivered pursuant hereto),
unless expressly provided otherwise, where a reference is made to a dollar
amount the amount is to be considered as the amount in Dollars and, therefor,
each other currency shall be converted into the Dollar Equivalent.

                  [Remainder of page left intentionally blank]




                                      E-86






<PAGE>


         Section 10.19. JURY TRIAL WAIVER. EACH BORROWER, AGENT AND EACH LENDER
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND LENDERS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

         IN WITNESS WHEREOF, the parties have executed and delivered this Credit
Agreement in Cleveland, Ohio as of the date first set forth above.


<TABLE>
<S>      <C>                                               <C>
Address: 6140 Stoneridge Mall Road, Suite 590              THE COOPER COMPANIES, INC.
         Pleasanton, CA  94588
         Attention: Carol R. Kaufman, Vice                 By:______________________________________
         President of Legal Affairs                           Stephen C. Whiteford, Vice President
         Telephone: (925) 460-3660
         Facsimile: (925) 460-3662


Address: Hamble Lane                                       ASPECT VISION CARE LIMITED
         Hamble
         Southampton                                       By:_______________________________________
         SO31 4NH                                          Name:_____________________________________
         Telephone: 011 44 2380 604 400                    Its:______________________________________
         Facsimile: 011 44 2380 604 590


Address: Mitre House                                       ASPECT VISION HOLDINGS LIMITED
         160 Aldersgate Street
         London EC1A 4DD                                   By:_______________________________________
         Telephone: 011 44 207 367 3000                    Name:_____________________________________
         Facsimile: 011 44 207 367 2000                    Its:______________________________________


Address: 1st Floor, Crawford Suite                         COOPERVISION INTERNATIONAL
         Ice Complex                                       HOLDING COMPANY, LP
         Cr harts Gap & Hastings
         Worthing PO                                       By:_______________________________________
         Barbados                                          Name:_____________________________________
         Telephone: 246-228-4926                           Its:______________________________________
         Facsimile: 246-228-4704
</TABLE>


                                      E-87






<PAGE>


<TABLE>
<S>      <C>                                               <C>
Address: 100 McPherson Street                              COOPERVISION CANADA CORP.
         Markham, Ontario, Canada
         Telephone: 905-475-8555                           By:_________________________________
         Facsimile: 905-475-5272                           Name:_______________________________
                                                           Its:________________________________


Address: Key Center                                        KEY BANK NATIONAL ASSOCIATION
         Mail Code OH-01-27-0500                           as Agent and as a Lender
         127 Public Square
         Cleveland, Ohio  44114-1306                       By:_________________________________
         Attention: Credit Administration -                   Albert G. White, III
         Large Middle Market                                  Senior Vice President
         c/o David C. Spence, Vice President
         Telephone: 216-689-1768
         Facsimile: 216-689-4555

Address: One HSBC Center                                   HSBC BANK USA
         Buffalo, New York  14203
         Attention: Stanley L. Peck                        By:_________________________________
         Telephone: 716-238-7235                              Stanley L. Peck, Vice President
         Facsimile: 716-238-7992

Address: 100 North Tryon Street, Floor 17                  BANK OF AMERICA, N.A.
         Charlotte, North Carolina  28255
         Attention: Craig Murlless                         By:_________________________________
         Telephone: 704-387-1296                              Craig Murlless, Vice President
         Facsimile: 704-388-6002

Address: 200 Pringle Avenue, Suite 260                     UNION BANK OF CALIFORNIA, N.A.
         Walnut Creek, California  94596
         Attention: Henry G. Montgomery                    By:_________________________________
         Telephone: 925-947-2429                              Henry G. Montgomery, Vice President
         Facsimile: 925-947-2424

Address: One East Avenue                                   FLEET NATIONAL BANK
         Rochester, New York  14638
         Attention: Vito Caraccio                          By__________________________________
         Telephone: 585-546-9446                             Vito Caraccio, Vice President
         Facsimile: 585-546-9278

Address: 111 West Monroe                                   HARRIS TRUST AND SAVINGS BANK
         Chicago, Illinois  60617
         Attention: David Fisher                          By:__________________________________
         Telephone: 312-461-2795                             David Fisher, Relationship Manager
         Facsimile: 312-293-5041
</TABLE>



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<PAGE>


<TABLE>
<S>      <C>                                               <C>
Address: 555 S.W. Oak Street, Suite 400                    U.S. BANK NATIONAL ASSOCIATION
         Portland, Oregon  97204
         Attention: Scott J. Bell                          By:___________________________________
         Telephone: 503-275-4809                              Scott J. Bell, Relationship Manager
         Facsimile: 503-275-5428

Address: 1200 Concord Avenue, Suite 225                    WELLS FARGO BANK, NATIONAL ASSOCIATION
         Concord, California  94520
         Attention: Bob Schutt                             By:___________________________________
         Telephone: 925-688-4831                              Bob Schutt, Vice President
         Facsimile: 925-682-7347

Address: 255 East Avenue                                   MANUFACTURERS AND TRADERS TRUST COMPANY
         Rochester, New York  14604
         Attention: David A. Halladay                      By:___________________________________
         Telephone: 585-258-8214                              David A. Halladay, Vice President
         Facsimile: 585-325-5105

Address: Belgrave House, Station Way, Crawley              THE ROYAL BANK OF SCOTLAND PLC
         West Sussex. RH10 1HU
         Attention: Andrew Clayton                         By:___________________________________
         Telephone: 01293 847401 (UK)                         Andrew Clayton, Associate Director
         Facsimile: 01293 847419 (UK)

Address: 4th Floor                                         BANK OF MONTREAL
         1 First Canadian Place
         Toronto, Ontario  M5X 1H3                         By:___________________________________
         Canada                                               Daniel P. Friedman, Vice President
         Attention: Daniel P. Friedman
         Telephone: 416-359-6828
         Facsimile: 416-359-7796
</TABLE>




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</TEXT>
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