CARDINAL HEALTH INC
EX-10.02  364 DAY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>4
<FILENAME>l00848aexv10w02.txt
<DESCRIPTION>EX-10.02  364 DAY AGREEMENT
<TEXT>
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                                                                   Exhibit 10.02

                              CARDINAL HEALTH, INC.

                            364-DAY CREDIT AGREEMENT
                           DATED AS OF MARCH 27, 2003

                     THE SUBSIDIARY BORROWERS PARTY HERETO,
                            THE LENDERS PARTY HERETO

                                       AND

                      BANK ONE, NA, AS ADMINISTRATIVE AGENT

                   BANK OF AMERICA N.A., AS SYNDICATION AGENT

            WACHOVIA BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT

                    BARCLAYS BANK PLC, AS DOCUMENTATION AGENT

               CREDIT SUISSE FIRST BOSTON, AS DOCUMENTATION AGENT

             DEUTSCHE BANK SECURITIES, INC., AS DOCUMENTATION AGENT

        BANC ONE CAPITAL MARKETS, INC., AS LEAD ARRANGER AND BOOK MANAGER

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                                TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS........................................................................................          1

ARTICLE II. THE CREDITS.......................................................................................         10

           2.1       Commitments of the Lenders; Revolving Credit Advances....................................         10

           2.2       Termination..............................................................................         10

           2.3       Ratable Loans............................................................................         10

           2.4       Types of Advances........................................................................         10

           2.5       Facility Fee; Reductions in Aggregate Commitment; Utilization Fee........................         11

           2.6       Minimum Amount of Each Advance...........................................................         11

           2.7       Prepayments..............................................................................         11

           2.8       Method of Selecting Types and Interest Periods for New Advances..........................         11

           2.9       Conversion and Continuation of Outstanding Advances......................................         12

           2.10      Method of Borrowing......................................................................         12

           2.11      Changes in Interest Rate, etc............................................................         13

           2.12      Rates Applicable After Default...........................................................         13

           2.13      Method of Payment........................................................................         13

           2.14      Noteless Agreement; Evidence of Indebtedness.............................................         14

           2.15      Telephonic Notices.......................................................................         14

           2.16      Interest Payment Dates; Interest and Fee Basis...........................................         14

           2.17      Notification of Advances, Interest Rates, Prepayments and Commitment Reductions..........         15

           2.18      Lending Installations....................................................................         15

           2.19      Non-Receipt of Funds by the Administrative Agent.........................................         15

           2.20      Replacement of Lender....................................................................         16
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ARTICLE III. YIELD PROTECTION; TAXES..........................................................................         16

           3.1       Yield Protection.........................................................................         16

           3.2       Changes in Capital Adequacy Regulations..................................................         17

           3.3       Availability of Types of Advances........................................................         18

           3.4       Funding Indemnification..................................................................         18

           3.5       Taxes....................................................................................         18

           3.6       Lender Statements; Survival of Indemnity.................................................         20

ARTICLE IV. CONDITIONS PRECEDENT..............................................................................         20

           4.1       Initial Advance..........................................................................         20

           4.2       Each Advance.............................................................................         21

ARTICLE V. REPRESENTATIONS AND WARRANTIES.....................................................................         22

           5.1       Existence and Standing...................................................................         22

           5.2       Authorization and Validity...............................................................         22

           5.3       No Conflict; Government Consent..........................................................         22

           5.4       Financial Statements.....................................................................         22

           5.5       Material Adverse Change..................................................................         23

           5.6       Taxes....................................................................................         23

           5.7       Litigation and Contingent Obligations....................................................         23

           5.8       Subsidiaries.............................................................................         23

           5.9       ERISA....................................................................................         24

           5.10      Accuracy of Information..................................................................         24

           5.11      Regulation U.............................................................................         24

           5.12      Maintenance of Property..................................................................         24

           5.13      Insurance................................................................................         24

           5.14      Plan Assets; Prohibited Transactions.....................................................         25
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           5.15      Environmental Matters....................................................................         25

           5.16      Investment Company Act...................................................................         25

           5.17      Public Utility Holding Company Act.......................................................         25

           5.18      Default..................................................................................         25

           5.19      Reportable Transaction...................................................................         25

ARTICLE VI. COVENANTS.........................................................................................         25

           6.1       Financial Reporting......................................................................         26

           6.2       Use of Proceeds..........................................................................         26

           6.3       Notice of Default........................................................................         26

           6.4       Conduct of Business; Maintenance of Property.............................................         27

           6.5       Taxes....................................................................................         27

           6.6       Insurance................................................................................         27

           6.7       Compliance with Laws.....................................................................         27

           6.8       Inspection...............................................................................         27

           6.9       Merger...................................................................................         28

           6.10      Sale of Assets...........................................................................         28

           6.11      Investments..............................................................................         29

           6.12      Liens....................................................................................         29

           6.13      Subsidiary Indebtedness..................................................................         30

           6.14      Limitation on Restrictions on Significant Subsidiary Distributions.......................         31

           6.15      Contingent Obligations...................................................................         32

           6.16      Minimum Net Worth........................................................................         32

ARTICLE VII. DEFAULTS.........................................................................................         32

ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..................................................         34
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           8.1       Acceleration.............................................................................         34

           8.2       Amendments...............................................................................         34

           8.3       Preservation of Rights...................................................................         35

ARTICLE IX. GENERAL PROVISIONS................................................................................         35

           9.1       Survival of Representations..............................................................         35

           9.2       Governmental Regulation..................................................................         35

           9.3       Headings.................................................................................         35

           9.4       Entire Agreement.........................................................................         35

           9.5       Several Obligations; Benefits of this Agreement..........................................         36

           9.6       Expenses; Indemnification................................................................         36

           9.7       Numbers of Documents.....................................................................         36

           9.8       Accounting...............................................................................         36

           9.9       Severability of Provisions...............................................................         37

           9.10      Nonliability of Lenders..................................................................         37

           9.11      Confidentiality; Disclosure..............................................................         37

           9.12      Nonreliance..............................................................................         38

ARTICLE X. THE AGENT..........................................................................................         38

           10.1      Appointment; Nature of Relationship......................................................         38

           10.2      Powers...................................................................................         38

           10.3      General Immunity.........................................................................         38

           10.4      No Responsibility for Loans, Recitals, etc...............................................         39

           10.5      Action on Instructions of Lenders........................................................         39

           10.6      Employment of Agents and Counsel.........................................................         39

           10.7      Reliance on Documents; Counsel...........................................................         39

           10.8      Administrative Agent's Reimbursement and Indemnification.................................         40
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           10.9      Notice of Default........................................................................         40

           10.10     Rights as a Lender.......................................................................         40

           10.11     Lender Credit Decision...................................................................         41

           10.12     Successor Administrative Agent...........................................................         41

           10.13     Administrative Agent's Fee...............................................................         41

           10.14     Delegation to Affiliates.................................................................         42

           10.15     Administrative Agent, Syndication Agents, Documentation Agents, Lead Arranger, etc.......         42

ARTICLE XI. SETOFF; RATABLE PAYMENTS..........................................................................         42

           11.1      Setoff...................................................................................         42

           11.2      Ratable Payments.........................................................................         42

ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................................................         43

           12.1      Successors and Assigns...................................................................         43

           12.2      Participations...........................................................................         43

                     12.2.1.   Permitted Participants; Effect.................................................         43

                     12.2.2.   Voting Rights..................................................................         43

                     12.2.3.   Benefit of Setoff..............................................................         43

           12.3      Assignments..............................................................................         44

                     12.3.1.   Permitted Assignments..........................................................         44

                     12.3.2.   Effect; Effective Date.........................................................         44

           12.4      Dissemination of Information.............................................................         45

           12.5      Tax Treatment............................................................................         45

           12.6      Transfer to an SPC.......................................................................         45

ARTICLE XIII. NOTICES.........................................................................................         45

           13.1      Notices..................................................................................         45

           13.2      Change of Address........................................................................         46
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ARTICLE XIV. COUNTERPARTS.....................................................................................         46

ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL......................................         46

           15.1      CHOICE OF LAW............................................................................         46

           15.2      CONSENT TO JURISDICTION..................................................................         46

           15.3      WAIVER OF JURY TRIAL.....................................................................         47
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Exhibits:
           Exhibit A       Form of Opinion
           Exhibit B       Compliance Certificate
           Exhibit C       Assignment Agreement
           Exhibit D       Loan/Credit Related Money Transfer Instructions
           Exhibit E       Note

Schedules:
                  Pricing Schedule
           A-1    Lender Commitments
           1      Subsidiary and Other Investments
           3      Eurodollar Payment Offices of the Agent
           4      Lending Installations
           7      Litigation/Contingent Liabilities
           8      Persons Authorized to Give Telephone Instructions

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                            364-DAY CREDIT AGREEMENT

         This Agreement, dated as of March 27, 2003, is among Cardinal Health,
Inc. (the "Company"), certain Subsidiaries of the Company (the "Subsidiary
Borrowers", and together with the Company, the "Borrowers"), the lenders party
hereto from time to time (the "Lenders"), the Documentation Agents and
Syndication Agent party hereto, and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Administrative Agent (the
"Administrative Agent"). The parties hereto agree as follows:

                                   ARTICLE I.
                                  DEFINITIONS

         As used in this Agreement:

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

         "Adjusted Tangible Net Worth" means, as of any date, (i) the amount of
any capital stock, paid in capital and similar equity accounts plus (or minus in
the case of a deficit) the capital surplus and retained earnings of the Company
and its consolidated Subsidiaries, but excluding the amount of any foreign
currency translation adjustment account shown as a capital account, less (ii)
the net book value of all items of the following character which are included in
the assets of the Company and its consolidated Subsidiaries: (a) goodwill,
including, without limitation, the excess of cost over book value of any asset,
(b) organization or experimental expenses, (c) unamortized debt discount and
expense, (d) patents, trademarks, trade names and copyrights, (e) treasury
stock, (f) franchises, licenses and permits, and (g) other assets which are
deemed intangible assets under Agreement Accounting Principles.

         "Administrative Agent" means Bank One, NA (Main office Chicago) in its
capacity as contractual representative of the Lenders pursuant to Article X, and
not in its individual capacity as a Lender, and any successor Administrative
Agent appointed pursuant to Article X.

         "Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

                                        1
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         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof. As of
the date of this Agreement, the original Aggregate Commitment is $750,000,000.

         "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Accounting Principles" means generally accepted accounting
principles in the United States of America in effect from time to time, applied
in a manner consistent with that used in preparing the financial statements
referred to in Section 5.4; provided, however, that if any change in Agreement
Accounting Principles from those applied in preparing such financial statements
affects the calculation of any financial covenant contained in this Agreement,
the Borrowers and the Administrative Agent hereby agree to negotiate in good
faith towards making appropriate amendments acceptable to the Required Lenders
to the provisions of this Agreement to reflect as nearly as possible the effect
of the financial covenants as in effect on the date hereof.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which Facility Fees are accruing on the Aggregate Commitment (without regard
to usage) at such time as set forth in the Pricing Schedule.

         "Applicable Margin" means, with respect to any Eurodollar Loan,
Floating Rate Loan or the Facility Fee, as the case may be at any time, the
percentage which is applicable at such time set forth in the Pricing Schedule,
provided that from and after the Conversion Date, the Applicable Margin as in
effect from time to time shall increase by 12.5 basis points, and upon the
occurrence and during the continuation of a Default, the Applicable Margin shall
be the highest Applicable Margin set forth in the Pricing Schedule.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the Chief Financial Officer,
Principal Accounting Officer or Treasurer of a Borrower, or their equivalent,
acting singly.

         "Bank One" means Bank One, NA (Main office Chicago) in its individual
capacity, and its successors.

         "Borrowers" means the Company and the Subsidiary Borrowers, and
"Borrower" means any of them, as the context may require.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in Eurodollars are carried on in the London interbank market, and (ii) for all
other purposes, a day (other than a Saturday or Sunday) on which banks generally
are open in Chicago for the conduct of substantially all of their commercial
lending activities.

                                        2
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         "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

         "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, (iv) certificates of deposit
issued by and time deposits with commercial banks (whether domestic or foreign)
having capital and surplus in excess of $100,000,000, (v) banker's acceptances,
(vi) money-market funds, provided that such funds invest solely in securities
otherwise described in this definition, (vii) variable rate demand notes, (viii)
municipal preferred stock, (ix) cash market preferred stock, and (x) short term
municipal notes; provided in each case that the same provides for payment of
both principal and interest (and not principal alone or interest alone) and is
not subject to any contingency regarding the payment of principal or interest.

         "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 30% or more of the outstanding shares of voting stock of the
Company, provided, however, that the acquisitions by or on behalf of a Plan, an
employee stock purchase plan of the Company, or by Persons who before such
acquisition were officers, directors, employees or who held in the aggregate not
less than 5% of the outstanding shares of voting stock of the Company shall not
be included in determining whether a Change in Control shall have occurred.

         "Closing Date" shall mean March 27, 2003.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth on Schedule A-1 or as set forth in
any assignment that has become effective pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms hereof.

         "Company" means Cardinal Health, Inc., an Ohio corporation, and its
successors and assigns.

         "Consolidated or "consolidated" means, when used with reference to any
financial term in this Agreement, the aggregate for two or more Persons of the
amounts signified by such term for all such Persons determined on a consolidated
basis in accordance with Agreement Accounting Principles.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person for
Indebtedness, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor of
such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract, operating lease,
securitization transaction or the obligations of any such Person as general
partner of a partnership

                                        3
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with respect to the liabilities of the partnership, provided, however, that any
assumption, guaranty, endorsement or undertaking with respect to any liability
of any of its Subsidiaries to any other of its Subsidiaries shall not be a
Contingent Obligation of the Company.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Conversion Date" means the date selected by the Company to convert the
Loans into a Term Loan pursuant to Section 2.5

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender that (a) on any Borrowing Date
fails to make available to the Administrative Agent such Lender's Loans required
to be made to a Borrower on such Borrowing Date or (b) shall not have made
available to the Administrative Agent its proportionate share of the Unpaid
Amount as required pursuant to Section 2.19(b). Once a Lender becomes a
Defaulting Lender, such Lender shall continue as a Defaulting Lender until such
time as such Defaulting Lender makes available to the Administrative Agent the
amount of such Defaulting Lender's Loans together with all other amounts
required to be paid to the Administrative Agent or any other Lender pursuant to
this Agreement.

         "Documentation Agents" means Credit Suisse First Boston, Deutsche Bank
Securities, Inc. and Barclays Bank PLC.

         "Dollars" and "$" shall mean the lawful currency of the United States
of America.

         "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Payment Office" of the Administrative Agent shall mean the
office, branch, affiliate or correspondent bank of the Administrative Agent
specified as the "Eurodollar Payment Office" in Schedule 3 hereto or such other
office, branch, affiliate or correspondent bank of the Administrative Agent as
it may from time to time specify to the Borrowers and each Lender as its
Eurodollar Payment Office.

         "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar
Reference Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,

                                        4
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plus (ii) the Applicable Margin. The Eurodollar Rate shall be expressed as a
percentage rounded to four decimal places.

         "Eurodollar Reference Rate" means, with respect to a Eurodollar Advance
for the relevant Interest Period the rate determined by the Administrative Agent
to be the rate at which Bank One offers to place deposits in Dollars with
first-class banks in the London interbank market at 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period in the approximate
amount of the relevant Eurodollar Loan of Bank One and having a maturity equal
to such Interest Period.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes (and any interest, fees or penalties for late
payment thereof) imposed on it by (i) the jurisdiction under the laws of which
such Lender or the Administrative Agent is incorporated or organized or (ii) the
jurisdiction in which the Administrative Agent's or such Lender's principal
executive office or such Lender's applicable Lending Installation is located.

         "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

         "Facility Termination Date" means March 26, 2004, or if the Company has
elected to exercise the conversion option contained in Section 2.5, the Term
Loan Maturity Date, or any earlier date on which the Aggregate Commitment is
reduced to zero or otherwise terminated pursuant to the terms hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the immediately preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for such day, the average of the
quotations at approximately 10:00 a.m. (Chicago time) on such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent in its sole
discretion.

         "Financial Contract" of a Person means (a) any exchange-traded or over
the counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (b) any Rate Hedging Agreement.

         "Five Year Credit Agreement" means the Five Year Credit Agreement dated
March 27, 2003, among the Company, the Subsidiary Borrowers party thereto, the
Lenders and the Administrative Agent, as Administrative Agent, as such agreement
may be amended, restated or extended from time to time.

         "Floating Rate" means, for any day, a rate of interest per annum equal
to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal
Funds Effective Rate for such day plus 1/2% per annum.

         "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.12, bears interest at the Floating Rate.

                                        5
<PAGE>

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of business.

         "Guarantor" means the Company and its successors and assigns.

         "Guaranty" means that certain Guaranty dated the date hereof executed
by the Guarantor in favor of the Administrative Agent, for the ratable benefit
of the Lenders, as it may be amended or modified and in effect from time to
time.

         "Indebtedness" of a Person means, as of any date, such Person's (i)
obligations for borrowed money or evidenced by bonds, notes, acceptances,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or bankers' acceptances, (ii) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person's business
payable on terms customary in the trade), (iii) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (iv) obligations of
such Person to purchase securities or other Property arising out of or in
connection with the sale of the same or substantially similar securities or
Property, (v) Capitalized Lease Obligations, (vi) any other obligation for
borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person, (vii) any Rate Hedging Obligations of
such Person, and (viii) all Contingent Obligations of such Person with respect
to or relating to the indebtedness, obligations and liabilities of others
similar in character to those described in clauses (i) through (viii) of this
definition.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months (or such longer or shorter period requested by
the Borrower and acceptable to all of the Lenders), commencing on a Business Day
selected by the Borrower pursuant to this Agreement. Such Interest Period shall
end on the day which corresponds numerically to such date one, two, three or six
months thereafter (or such longer or shorter period requested by the Borrower
and acceptable to all of the Lenders), provided, however, that if there is no
such numerically corresponding day in such next, second, third or sixth
succeeding month, such Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month. If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, provided, however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any certificate of deposit owned by such Person; and structured notes,
derivative financial instruments and other similar instruments or contracts
owned by such Person.

         "Lead Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

                                        6
<PAGE>

         "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or Affiliate of such Lender
or the Administrative Agent selected by such Lender and the Administrative Agent
pursuant to Section 2.18.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means this Agreement, the Notes, the Guaranty and any
other instrument or document executed in connection with any of the foregoing at
any time.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Company and its Subsidiaries taken as a whole, (ii) the
ability of the Company to perform its obligations under the Loan Documents to
which it is a party, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Administrative Agent or the Lenders
thereunder.

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

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Company is a party to
which more than one employer is obligated to make contributions.

         "Net Worth" means at any time the consolidated stockholder's equity of
the Company and its Subsidiaries calculated on a consolidated basis as of such
time in accordance with Agreement Accounting Principles.

         "Non-U.S. Borrower" is defined in Section 3.1(b).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means any promissory note issued at the request of a Lender
pursuant to Section 2.14 in the form of Exhibit E.

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrowers to the
Lenders or to any Lender, the Administrative Agent or any indemnified party
arising under the Loan Documents.

         "Other Taxes" is defined in Section 3.5(ii).

         "Overdue Rate" means a per annum rate that is equal to the sum of two
percent (2%) plus the Floating Rate, changing as and when the Floating Rate
changes.

                                        7
<PAGE>

         "Participants" is defined in Section 12.2.1.

         "Payment Date" means the last day of each calendar quarter, commencing
June 30, 2003.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code and as to which the Company or any member of the Controlled Group may have
any liability.

         "Pricing Schedule" means the Schedule attached hereto identified as
such.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned
or leased by such Person.

         "Purchasers" is defined in Section 12.3.1.

         "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

         "Rate Hedging Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all Rate
Hedging Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum

                                        8
<PAGE>

funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

         "Required Lenders" means Lenders in the aggregate having at least 51%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the aggregate unpaid principal
amount of the outstanding Advances.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurodollar
liabilities.

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Significant Subsidiary" means any Subsidiary of the Company that would
be a "significant subsidiary" within the meaning of Rule 1-02 of the Securities
and Exchange Commission's Regulation S-X if 5% were substituted for 10% wherever
it occurs in such Rule.

         "Single Employer Plan" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Company.

         "Subsidiary Borrower" means each Subsidiary of the Company listed as a
Subsidiary Borrower on Schedule 1 as amended from time to time in accordance
with Section 5.8.

         "Substantial Portion" means, with respect to the Property of the
Company and its Subsidiaries, Property which (i) represents more than 20% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 20% of the
consolidated net sales or of the consolidated net income of the Company and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

         "Syndication Agents" means Bank of America, N.A and Wachovia Bank,
National Association.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

                                        9
<PAGE>

         "Term Loan Maturity Date" means the date one year after the Conversion
Date.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or as Eurodollar Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                   ARTICLE II.
                                   THE CREDITS

         2.1      Commitments of the Lenders; Revolving Credit Advances.

         From and including the date of this Agreement and prior to the Facility
Termination Date, each Lender severally agrees, for itself only, subject to the
terms and conditions set forth in this Agreement, to make Loans to the Borrowers
from time to time in amounts not to exceed in the aggregate at any one time
outstanding the amount of its Commitment. Subject to the terms of this
Agreement, the Borrowers may borrow, repay and reborrow at any time prior to the
earlier of the Conversion Date or the Facility Termination Date. The Commitments
to lend hereunder shall expire on the earlier to occur of the Conversion Date or
the Facility Termination Date.

         2.2      Termination.

         Any outstanding Advances together with any other unpaid Obligations
then due and payable shall be paid in full by the Borrowers on the Facility
Termination Date.

         2.3      Ratable Loans.

         Each Advance hereunder shall consist of Loans made from the several
Lenders ratably in proportion to the ratio that their respective Commitments
bear to the Aggregate Commitment.

         2.4      Types of Advances.

                                       10
<PAGE>

         The Advances may be Floating Rate Advances or Eurodollar Advances, or a
combination thereof, selected by the relevant Borrowers in accordance with
Sections 2.8 and 2.9.

         2.5      Facility Fee; Reductions in Aggregate Commitment; Utilization
Fee.

         The Company agrees to pay to the Administrative Agent for the account
of each Lender a facility fee, determined in accordance with the Pricing
Schedule, calculated on the Aggregate Commitment, (and, after the Conversion
Date, calculated on the aggregate amount of Outstanding Loans) whether used or
unused, payable quarterly in arrears for the ratable benefit of the Lenders from
the date of this Agreement until Loans are paid in full. The Aggregate
Commitment may permanently and ratably be reduced by the Company in multiples of
$10,000,000 upon three Business Days' prior written notice. In addition, a
utilization fee at the per annum rate set forth on the Pricing Schedule will
accrue on the aggregate principal amount of outstanding Advances for the ratable
benefit of the Lenders, payable in arrears on each Payment Date until the
Facility Termination Date (i) for each day on which the aggregate principal
amount of outstanding Advances exceeds 50% of the Aggregate Commitment and (ii)
on the aggregate amount of outstanding Advances after the Conversion Date
(regardless of the amount of outstanding Advances).

         At any time when Loans are outstanding, at the Company's option upon
written notice (a "Notice to Convert") to the Agent (who shall promptly notify
each of the Lenders), the Company, on behalf of the Borrowers, may convert the
then outstanding aggregate principal amount of Loans hereunder to a term loan.
The Notice to Convert shall (i) expressly state the date on which such
conversion shall occur (such date being the "Conversion Date"), which date shall
be a Business Day occurring on or before March 26, 2004, (ii) be irrevocable
once given and (iii) constitute a representation and warranty by the Company
that the conditions contained in Section 4.2 have been satisfied as of the date
of such Notice to Convert and as of the Conversion Date. Upon delivery of such
Notice to Convert, (i) the Borrowers' option to borrow and reborrow Loans
hereunder shall terminate, (ii) the Aggregate Commitment shall be reduced to
zero, and (iii) the outstanding principal balance of all Loans hereunder shall
be due and payable on the earlier of (a) the Term Loan Maturity Date and (b) the
date on which all Loans shall become due and payable under Article VIII.

         2.6      Minimum Amount of Each Advance.

         Each Eurodollar Advance shall be in the minimum amount of $5,000,000
(and in multiples of $1,000,000 in excess thereof, and each Floating Rate
Advance shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof), provided, however, that any Floating Rate
Advance may be in the amount of the unused Aggregate Commitment.

         2.7      Prepayments.

         The Borrowers may from time to time pay, without penalty or premium,
all outstanding Floating Rate Advances, or, in a minimum aggregate amount of
$5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion
of the outstanding Floating Rate Advances upon one Business Days' prior notice
to the Administrative Agent. The Borrowers may from time to time pay, subject to
the payment of any funding indemnification amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in
excess thereof, any portion of the outstanding Eurodollar Advances upon three
Business Days' prior notice to the Administrative Agent.

         2.8      Method of Selecting Types and Interest Periods for New
Advances.

                                       11
<PAGE>

         The Company or the relevant Borrower shall select the Type of Advance
and, in the case of each Eurodollar Advance, the Interest Period applicable
thereto from time to time. The Company or the relevant Borrower shall give the
Administrative Agent irrevocable notice (a "Borrowing Notice") not later than
10:00 a.m. (Chicago time) on the Borrowing Date of each Floating Rate Advance
and not later than 11:00 a.m. (Chicago time) three Business Days before the
Borrowing Date for each Eurodollar Advance, specifying:

                  (i)      the Borrower,

                  (ii)     the Borrowing Date, which shall be a Business Day, of
                           such Advance,

                  (iii)    the aggregate amount of such Advance,

                  (iv)     the Type of Advance selected, and

                  (v)      in the case of each Eurodollar Advance, the Interest
                           Period applicable thereto.

         Not later than noon (Chicago time) on each Borrowing Date, each Lender
shall make available its Loan or Loans in funds immediately available to the
Administrative Agent at its address specified pursuant to Article XIII. The
Administrative Agent will make the funds so received from the Lenders available
to the Borrower at the Administrative Agent's aforesaid address.

         2.9      Conversion and Continuation of Outstanding Advances.

         Floating Rate Advances shall continue as Floating Rate Advances unless
and until such Floating Rate Advances are converted into Eurodollar Advances
pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time each such Eurodollar
Advance shall be automatically converted into a Floating Rate Advance unless (x)
such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
the Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance either continue as a Eurodollar Advance for the same or
another Interest Period or be converted into a Floating Rate Advance.

         Subject to the terms of Section 2.6, the Borrower may elect from time
to time to convert all or any part of an Advance of any Type into any other Type
or Types of Advances, provided that any conversion of any Eurodollar Advance
shall be made on, and only on, the last day of the Interest Period applicable
thereto. The Borrower shall give the Administrative Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time) at
least one Business Day, in the case of a conversion into a Floating Rate
Advance, three Business Days, in the case of a conversion into or continuation
of a Eurodollar Advance, prior to the date of the requested conversion or
continuation, specifying:

         i.       the requested date, which shall be a Business Day, of such
                  conversion or continuation, and

         ii.      the amount and Type(s) of Advance(s) into which such Advance
                  is to be converted or continued and, in the case of a
                  conversion into or continuation of a Eurodollar Advance, the
                  duration of the Interest Period applicable thereto.

         2.10     Method of Borrowing.

                                       12
<PAGE>

         On each Borrowing Date, each Lender shall make available its Loan or
Loans, not later than noon, Chicago time, in Federal or other funds immediately
available to the Administrative Agent, in Chicago, Illinois at its address
specified in or pursuant to Article XIII. Unless the Administrative Agent
determines that any applicable condition specified in Article IV has not been
satisfied, the Administrative Agent will make the funds so received from the
Lenders available to the relevant Borrower at the Administrative Agent's
aforesaid address. Notwithstanding the foregoing provisions of this Section
2.10, to the extent that a Loan made by a Lender matures on the Borrowing Date
of a requested Loan, such Lender shall apply the proceeds of the Loan it is then
making to the repayment of principal of the maturing Loan.

         2.11     Changes in Interest Rate, etc.

         Each Floating Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from and including the date such Advance
is made or is converted from a Eurodollar Advance into a Floating Rate Advance
pursuant to Section 2.9 to but excluding the date it becomes due or is converted
into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum
equal to the Floating Rate for such day. Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Floating Rate. Each Eurodollar Advance
shall bear interest on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable thereto to (but not
including) the last day of such Interest Period at the interest rate determined
by the Administrative Agent as applicable to such Eurodollar Advance based upon
the Borrower's selections under Sections 2.8 and 2.9 and otherwise in accordance
with the terms hereof. No Interest Period may end after the Facility Termination
Date.

         2.12     Rates Applicable After Default.

         Notwithstanding anything to the contrary contained in Section 2.8 or
2.9, during the continuance of a Default or Unmatured Default the Required
Lenders may, at their option, by notice to the Borrowers (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of
Section 8.2 requiring unanimous consent of the Lenders to changes in interest
rates), declare that no Advance may be made as, converted into or continued as a
Eurodollar Advance. During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrowers (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that (i) each Eurodollar Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable to such
Interest Period plus 2% per annum and (ii) each Floating Rate Advance shall bear
interest at a rate per annum equal to the Floating Rate in effect from time to
time plus 2% per annum, provided that, during the continuance of a Default under
Section 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above
shall be applicable to all Advances without any election or action on the part
of the Administrative Agent or any Lender.

         2.13     Method of Payment.

         All payments of the Obligations hereunder shall be made, without
setoff, deduction, or counterclaim, in immediately available funds by wire
transfer to the Administrative Agent at (except as set forth in the next
sentence) the Administrative Agent's address specified pursuant to Article XIII,
or at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by noon (local time) on the
date when due and shall be applied ratably by the Administrative Agent among the
Lenders. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds that the Administrative Agent received at its
address specified pursuant to Article XIII

                                       13
<PAGE>

or at any Lending Installation specified in a notice received by the
Administrative Agent from such Lender.

         2.14     Noteless Agreement; Evidence of Indebtedness.

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

         (ii)     The Administrative Agent shall maintain accounts in which it
will record (a) the amount of each Loan made hereunder, the Type thereof and, if
applicable, the Interest Period with respect thereto, (b) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (c) the amount of any sum received by the
Administrative Agent hereunder from the Borrowers and each Lender's share
thereof.

         (iii)    The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrowers to repay
the Obligations in accordance with their terms.

         (iv)     Any Lender may request that its Loans be evidenced by a
promissory note (a "Note"). In such event, the relevant Borrower shall prepare,
execute and deliver to such Lender a Note payable to the order of such Lender in
a form supplied by the Administrative Agent and reasonably acceptable to the
Company. Thereafter, the Loans evidenced by such Note and interest thereon shall
at all times (including after any assignment pursuant to Section 12.3) be
represented by a Note payable to the order of the payee named therein or any
assignee pursuant to Section 12.3, except to the extent that any such Lender or
assignee subsequently returns any such Note for cancellation and requests that
such Loans once again be evidenced as described in paragraphs (i) and (ii)
above.

         2.15     Telephonic Notices.

         The Borrowers hereby authorize the Lenders and the Administrative Agent
to extend, convert or continue Advances, effect selections of Types of Advances
and to transfer funds based on telephonic notices given to the Administrative
Agent by any person or persons listed on Schedule 8, as such Schedule may be
revised by the Company from time to time in accordance with Section 13.1, it
being understood that the foregoing authorization is specifically intended to
allow Borrowing Notices and Conversion/Continuation Notices to be given
telephonically. The Borrowers agree to deliver promptly to the Administrative
Agent a written confirmation, if such confirmation is requested by the
Administrative Agent or any Lender, of each telephonic notice signed by an
Authorized Officer. If the written confirmation differs in any material respect
from the action taken by the Administrative Agent and the Lenders, the records
of the Administrative Agent regarding the telephonic notice shall govern absent
manifest error.

         2.16     Interest Payment Dates; Interest and Fee Basis.

         Interest accrued on each Floating Rate Advance shall be payable on each
Payment Date, commencing with the first such date to occur after the date
hereof, on any date on which the Floating Rate Advance is prepaid, whether due
to acceleration or otherwise, and at maturity. Interest on Floating Rate Loans
shall be calculated for actual days elapsed on the basis of a 365 or 366-day
year, as appropriate.

                                       14
<PAGE>

Interest accrued on that portion of the outstanding principal amount of any
Floating Rate Advance converted into a Eurodollar Advance on a day other than a
Payment Date shall be payable on the date of conversion. Interest accrued on
each Eurodollar Advance shall be payable in arrears on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest shall be calculated for actual days elapsed on the
basis of a 360-day year. Interest shall be payable for the day an Advance is
made but not for the day of any payment on the amount paid if payment is
received prior to noon (local time) at the place of payment. If any payment of
principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.

         2.17     Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions.

         Promptly after receipt thereof, the Administrative Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Administrative Agent will notify each Lender, the Company
and the relevant Borrower of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give each
Lender and the Company prompt notice of each change in the Floating Rate.

         2.18 Lending Installations.

         Each Lender will book its Loans at the appropriate Lending Installation
listed on Schedule 4 or such other Lending Installation designated by such
Lender in accordance with the final sentence of this Section 2.18. All terms of
this Agreement shall apply to any such Lending Installation and the Loans and
any Notes issued hereunder shall be deemed held by each Lender for the benefit
of any such Lending Installation. Each Lender may, by not less than one days'
prior written notice to the Administrative Agent and the Borrowers in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

         2.19     Non-Receipt of Funds by the Administrative Agent.

                  (a)      Unless the relevant Borrower or a Lender, as the case
may be, notifies the Administrative Agent prior to the date on which it is
scheduled to make payment to the Administrative Agent of (i) in the case of a
Lender, the proceeds of a Loan or (ii) in the case of such Borrower, a payment
of principal, interest or fees to the Administrative Agent for the account of
the Lenders, that it does not intend to make such payment, the Administrative
Agent may assume that such payment has been made. The Administrative Agent may,
but shall not be obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption. If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the
Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day, or (y) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

                                       15
<PAGE>

                  (b)      The failure of any Lender to make the Loan to be made
by it as part of any Advance shall not relieve any other Lender of its
obligation hereunder to make its Loan on the date of such Advance, but no
Lender, except as otherwise provided in the next sentence of this Section
2.19(b), shall be responsible for the failure of a Defaulting Lender to make the
Loan to be made by such Defaulting Lender on the date of any Advance.
Notwithstanding the foregoing sentence, but otherwise subject to the terms and
conditions of this Agreement, the Administrative Agent shall notify each Lender
of the failure by a Defaulting Lender to make a Loan required to be made by it
hereunder (the amount not available being the "Unpaid Amount"), and each Lender
shall immediately transfer to the Administrative Agent on such date the lesser
of such Lender's proportionate share (based on its Commitment divided by the
Commitments of all Lenders that have not so failed to fund their Loans) of the
Unpaid Amount and its unused Commitment. Any such transfer shall be deemed to be
a Floating Rate Loan by such Lender. Each Defaulting Lender shall pay on demand
to each other Lender that makes a payment under this Section 2.19(b) the amount
paid by such other Lender to cover such failure, together with interest thereon,
for each day from the date such payment was made until the date such other
Lender has been paid such amount in full, at a rate per annum equal to the
Federal Funds Effective Rate plus two percent (2%).

         2.20     Replacement of Lender.

         If any Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make
any additional payment to any Lender or if any Lender's obligation to make or
continue, or to convert Floating Rate Advances into, Eurodollar Advances shall
be suspended pursuant to Section 3.3, or if any Lender shall become a Defaulting
Lender (any Lender so affected an "Affected Lender"), the Company may elect, if
such amounts continue to be charged or such suspension is still effective, to
replace such Affected Lender as a Lender party to this Agreement, provided that
no Default or Unmatured Default shall have occurred and be continuing at the
time of such replacement, and provided further that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory
to the Company and the Administrative Agent shall agree, as of such date, to
purchase for cash the Advances and other Obligations due to the Affected Lender
pursuant to an assignment substantially in the form of Exhibit C and to become a
Lender for all purposes under this Agreement and to assume all obligations of
the Affected Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, and (ii) the Borrowers
shall pay to such Affected Lender in same day funds on the day of such
replacement all interest, fees and other amounts then accrued but unpaid to such
Affected Lender by the Borrowers hereunder to and including the date of
termination, including without limitation payments due to such Affected Lender
under Sections 3.1, 3.2 and 3.5. Nothing herein shall release any Defaulting
Lender from any obligation it may have to any Borrower, the Administrative Agent
or any other Lender.

                                   ARTICLE III
                             YIELD PROTECTION; TAXES

         3.1      Yield Protection.

                  (a)      If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

                                       16
<PAGE>

                           (i)      subjects any Lender or any applicable
Lending Installation to any Taxes, or changes the basis of taxation of payments
(other than with respect to Excluded Taxes) to any Lender in respect of its
Eurodollar Loans, or

                           (ii)     imposes or increases or deems applicable any
reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender or any applicable Lending Installation (other than reserves and
assessments taken into account in determining the interest rate applicable to
Eurodollar Advances), or

                           (iii)    imposes any other condition the result of
which is to increase the cost to any Lender or any applicable Lending
Installation of maintaining its Commitment or making, funding or maintaining its
Eurodollar Loans or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with its Eurodollar Loans, or
requires any Lender or any applicable Lending Installation to make any payment
calculated by reference to its Commitment or the amount of Eurodollar Loans held
or interest received by it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within 30 days of demand by such Lender, the relevant Borrower shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

                  (b)      Non-U.S. Reserve Costs or Fees With Respect to Loans
to Non-U.S. Borrowers. If any law or any governmental or quasi-governmental
rule, regulation, policy, guideline or directive of any jurisdiction outside of
the United States of America or any subdivision thereof (whether or not having
the force of law) imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation, and the result
of the foregoing is to increase the cost to such Lender or applicable Lending
Installation of making or maintaining its Eurodollar Loans to any Borrower that
is not incorporated under the laws of the United States of America or a state
thereof (each a "Non-U.S. Borrower") or its Commitment to any Non-U.S. Borrower
or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans to any Non-U.S. Borrower
or Commitment to any Non-U.S. Borrower, then, within 30 days of demand by such
Lender, such Non-U.S. Borrower shall pay such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or reduction in
amount received, provided that such Non-U.S. Borrower shall not be required to
compensate any Lender for such non-U.S. reserve costs or fees to the extent that
an amount equal to such reserve costs or fees is received by such Lender as a
result of the calculation of the interest rate applicable to Eurodollar Advances
pursuant to clause (i)(b) of the definition of "Eurodollar Rate."

         3.2      Changes in Capital Adequacy Regulations.

         If a Lender determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any
corporation controlling such Lender is increased as a result of a Change (as
defined below), then, within 15 days of demand by such Lender, the Company shall
pay such Lender the amount necessary to compensate for any shortfall in the rate
of return on the portion of such increased capital which such Lender determines
is attributable to this Agreement, its Loans or its Commitment to make Loans
hereunder (after taking into account such Lender's policies as to capital
adequacy). "Change" means (i) any change after the date of this Agreement in the
Risk-Based Capital Guidelines or (ii) any adoption of or change in any other
law, governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the

                                       17
<PAGE>

force of law) after the date of this Agreement which affects the amount of
capital required or expected to be maintained by any Lender or any Lending
Installation or any corporation controlling any Lender. "Risk-Based Capital
Guidelines" means (i) the risk-based capital guidelines in effect in the United
States on the date of this Agreement, including transition rules, and (ii) the
corresponding capital regulations promulgated by regulatory authorities outside
the United States implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards," including transition rules, and
any amendments to such regulations adopted prior to the date of this Agreement.

         3.3      Availability of Types of Advances.

         If any Lender determines that maintenance of its Eurodollar Loans at a
suitable Lending Installation would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if the
Required Lenders determine that (i) deposits of a type, currency and maturity
appropriate to match fund Eurodollar Advances are not available or (ii) the
interest rate applicable to Eurodollar Advances does not accurately reflect the
cost of making or maintaining Eurodollar Advances, then the Administrative Agent
shall suspend the availability of Eurodollar Advances and require any affected
Eurodollar Advances to be repaid or converted to Floating Rate Advances at the
end of the then current Interest Period for the affected Eurodollar Advance.

         3.4      Funding Indemnification.

         If any payment of a Eurodollar Advance occurs on a date which is not
the last day of the applicable Interest Period, whether because of acceleration,
prepayment or otherwise, or a Eurodollar Advance is not made on the date
specified by a Borrower for any reason other than default by the Lenders, the
Borrowers will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

         3.5      Taxes.

                  (i)      All payments by the Borrowers to or for the account
of any Lender or the Administrative Agent hereunder or under any Note shall be
made free and clear of and without deduction for any and all Taxes. If any
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender or the Administrative Agent, (a) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.5) such Lender or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the
Administrative Agent the original copy of a receipt evidencing payment thereof
within 30 days after such payment is made.

                  (ii)     In addition, the Borrowers hereby agree to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any Note or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Note ("Other Taxes").

                  (iii)    The Borrowers hereby agree to indemnify the
Administrative Agent and each Lender for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed on amounts
payable under this Section 3.5) paid by the Administrative Agent or such

                                       18
<PAGE>

Lender and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. Payments due under this indemnification shall
be made within 30 days of the date the Administrative Agent or such Lender makes
demand therefor pursuant to Section 3.6.

                  (iv)     Each Lender that is not incorporated under the laws
of the United States of America or a state thereof (each a "Non-U.S. Lender")
agrees that it will, not less than ten Business Days after the date of this
Agreement, (i) deliver to each of the Company and the Administrative Agent two
duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI, certifying in either case that such Lender is entitled to receive
payments under this Agreement from the Company and any other Borrower that is
not a Non-U.S. Borrower without deduction or withholding of any United States
federal income taxes, or (ii) deliver to each of the Company and the
Administrative Agent a United States Internal Revenue Form W-8 or W-9, as the
case may be, and certify that it is entitled to an exemption from United States
backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to
each of the Company and the Administrative Agent (x) renewals or additional
copies of such form (or any successor form) on or before the date that such form
expires or becomes obsolete, and (y) after the occurrence of any event requiring
a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Company or the
Administrative Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with respect to it and such Lender advises the Company and the
Administrative Agent that it is not capable of receiving payments from the
Company and any other Borrower that is not a Non-U.S. Borrower without any
deduction or withholding of United States federal income tax.

                  (v)      For any period during which a Non-U.S. Lender has
failed to provide the Company with an appropriate form pursuant to clause (iv),
above (unless such failure is due to a change in treaty, law or regulation, or
any change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be entitled to
indemnification under this Section 3.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Lender which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (iv), above, the
Company shall take such steps as such Non-U.S. Lender shall reasonably request
to assist such Non-U.S. Lender to recover such Taxes.

                  (vi)     Any Lender that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this Agreement or
any Note pursuant to the law of any relevant jurisdiction or any treaty shall
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate.

                  (vii)    If the U.S. Internal Revenue Service or any other
governmental authority of the United States or any other country or any
political subdivision thereof asserts a claim that the Administrative Agent did
not properly withhold tax from amounts paid to or for the account of any Lender
(because such Lender failed to notify the Administrative Agent of a change in
circumstances which rendered its exemption from withholding ineffective), such
Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly or indirectly, by the Administrative Agent as tax, withholding
therefor, or otherwise, including penalties and interest, and including taxes
imposed by

                                       19
<PAGE>

any jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including
attorneys fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent). The obligations of the
Lenders under this Section 3.5(vii) shall survive the payment of the Obligations
and termination of this Agreement.

         3.6      Lender Statements; Survival of Indemnity.

         To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or
to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as
such designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrowers (with a copy to the Administrative Agent) as to the amount due, if
any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth
in reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrowers in the
absence of manifest error. Determination of amounts payable under such Sections
in connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise provided herein, the amount specified in the
written statement of any Lender shall be payable on demand after receipt by the
Borrowers of such written statement. The obligations of the Borrowers under
Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.

                                   ARTICLE IV.
                              CONDITIONS PRECEDENT

         4.1      Initial Advance.

         The Lenders shall not be required to make the initial Advance hereunder
unless the Borrowers have satisfied the following conditions:

                  (a)      Each Borrower has furnished to the Administrative
Agent with sufficient copies for the Lenders:

                           (i)      Copies of the articles or certificate of
incorporation of such Borrower, together with all amendments, and a certificate
of good standing, each certified by the appropriate governmental officer in its
jurisdiction of incorporation.

                           (ii)     Copies, certified by the Secretary or
Assistant Secretary of such Borrower, of its by-laws or code of regulations and
of its Board of Directors' resolutions and of resolutions or actions of any
other body authorizing the execution of the Loan Documents to which such
Borrower is a party.

                           (iii)    An incumbency certificate, executed by the
Secretary or Assistant Secretary of such Borrower, which shall identify by name
and title and bear the signatures of the Authorized Officers and any other
officers of such Borrower authorized to sign the Loan Documents to which such
Borrower is a party, upon which certificate the Administrative Agent and the
Lenders shall be entitled to rely until informed of any change in writing by
such Borrower.

                                       20
<PAGE>

                           (iv)     A certificate, signed by the Chief Financial
Officer or Treasurer of such Borrower, stating that on the initial Borrowing
Date no Default or Unmatured Default has occurred and is continuing.

                           (v)      A written opinion of such Borrower's
counsel, addressed to the Lenders in substantially the form of Exhibit A.

                           (vi)     Any Notes requested by a Lender pursuant to
Section 2.14 payable to the order of each such requesting Lender.

                           (vii)    Written money transfer instructions, in
substantially the form of Exhibit D, addressed to the Administrative Agent and
signed by an Authorized Officer, together with such other related money transfer
authorizations as the Administrative Agent may have reasonably requested.

                           (viii)   A pro forma covenant compliance certificate
in form and substance reasonably satisfactory to the Administrative Agent from
the Chief Financial Officer or Treasurer of the Company.

                           (ix)     The Guaranty, duly executed by the Company.

                           (x)      Such other documents as any Lender or its
counsel may have reasonably requested.

                  (b)      The presentation of evidence satisfactory to the
Administrative Agent that the Five-Year Credit Agreement dated as of March 31,
1999 among the Borrowers, and the lenders party thereto and the agent named
therein shall terminate and all indebtedness, liabilities, and obligations
outstanding thereunder shall be paid in full or will be paid from the proceeds
of the initial Advance.

                  (c)      The presentation of evidence satisfactory to the
Administrative Agent that the 364-Day Credit Agreement dated March 28, 2002,
among the Borrowers and the lenders party thereto and the agent named therein
shall have been terminated and all indebtedness, liabilities, and obligations
outstanding thereunder shall have been paid in full or will be paid from the
proceeds of the initial Advance.

                  (d)      Payment of the fees described in the letter agreement
referred to in Section 10.13.

         4.2      Each Advance.

         The Lenders shall not be required to make, continue or convert any
Advance unless on the applicable Borrowing Date or date of conversion or
continuation:

                  (i)      There exists no Default or Unmatured Default.

                  (ii)     The representations and warranties contained in
Article V (other than Section 5.5, 5.7 and 5.15) are true and correct in all
material respects as of such Borrowing Date except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
and as of such earlier date.

                  (iii)    All legal matters incident to the making of such
Advance shall be satisfactory to the Lenders and their counsel.

                                       21
<PAGE>

                  (iv)     Each Borrowing Notice with respect to each such
Advance and each Notice to Convert shall constitute a representation and
warranty by the Borrower that the conditions contained in Sections 4.2(i) and
(ii) have been satisfied.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Company and each of the Borrowers represents and warrants to the
Lenders that:

         5.1      Existence and Standing.

         Each of the Company and its Significant Subsidiaries is a corporation,
partnership (in the case of Subsidiaries only) or limited liability company duly
and properly incorporated or organized, as the case may be, validly existing and
(to the extent such concept applies to such entity) in good standing under the
laws of its jurisdiction of incorporation or organization and has all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         5.2      Authorization and Validity.

         Each Borrower has the power and authority and legal right to execute
and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder. The execution and delivery by each Borrower of the Loan
Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate or other proceedings,
and the Loan Documents to which such Borrower is a party constitute legal, valid
and binding obligations of such Borrower enforceable against such Borrower in
accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally.

         5.3      No Conflict; Government Consent.

         Neither the execution and delivery by the Borrowers of the Loan
Documents to which they are a party, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on any Borrower or (ii) any Borrower's articles or certificate of
incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, code or regulations, or operating or other
management agreement, as the case may be, or (iii) the provisions of any
indenture, instrument or agreement to which any Borrower is a party or is
subject, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, or result in, or require, the creation or
imposition of any Lien in, of or on the Property of any Borrower pursuant to the
terms of any such indenture, instrument or agreement. No order, consent,
adjudication, approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect of
any governmental or public body or authority, or any subdivision thereof, which
has not been obtained by a Borrower, is required to be obtained by any Borrower
in connection with the execution and delivery of the Loan Documents, the
borrowings under this Agreement, the payment and performance by such Borrower of
the Obligations or the legality, validity, binding effect or enforceability of
any of the Loan Documents.

         5.4      Financial Statements.

         The following consolidated financial statements heretofore delivered to
the Lenders were prepared in accordance with Agreement Accounting Principles in
effect on the date such statements were

                                       22
<PAGE>

prepared and fairly present the consolidated financial condition and operations
of the Company and its Subsidiaries at such date and the consolidated results of
their operations for the period then ended, subject, in the case of such interim
statements, to routine year-end audit adjustments:

                  (i)      June 30, 2002 audited consolidated financial
statements of the Company and its Subsidiaries; and

                  (ii)     December 31, 2002 unaudited interim consolidated
financial statements of the Company and its Subsidiaries.

         5.5      Material Adverse Change.

         Since June 30, 2002 there has been no change in the business, Property,
prospects, condition (financial or otherwise) or results of operations of the
Company and its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect.

         5.6      Taxes.

         The Company and its Subsidiaries have filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Company or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles and as to which no
Lien exists. No tax liens have been filed and no claims are being asserted with
respect to any such taxes which could reasonably be expected to have a Material
Adverse Effect. The charges, accruals and reserves on the books of the Company
and its Subsidiaries in respect of any taxes or other governmental charges are
adequate.

         5.7      Litigation and Contingent Obligations.

         Except as set forth on Schedule 7, there is no litigation, arbitration,
governmental investigation, proceeding or inquiry pending or, to the knowledge
of any of their officers, threatened against or affecting the Company or any of
its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect or which seeks to prevent, enjoin or delay the making of any Loans. As of
the date of this Agreement, other than any liability incident to any litigation,
arbitration or proceeding which (i) could not reasonably be expected to have a
Material Adverse Effect or (ii) is set forth on Schedule 7, the Company has no
material Contingent Obligations not provided for or disclosed in the financial
statements referred to in Section 5.4.

         5.8      Subsidiaries.

         Schedule 1 contains an accurate list of all Subsidiaries of the Company
(other than immaterial or inactive Subsidiaries) and each Subsidiary Borrower as
of the date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other
ownership interests owned by the Company or other Subsidiaries. All of the
issued and outstanding shares of capital stock or other ownership interests of
such Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully
paid and non-assessable, except to the extent that the lack of such status could
not reasonably be expected to have a Material Adverse Effect. The Company may
amend Schedule 1 from time to time by delivering to the Administrative Agent an
updated list of Subsidiaries, and the Company may designate any Subsidiary
thereon which is directly or indirectly 80% (or, in the case of R.P. Scherer
S.A., 75%) or more owned by the Company as a Subsidiary Borrower hereunder so
long as (a) the Company guarantees the

                                       23
<PAGE>

obligations of such new Subsidiary Borrower pursuant to the terms of the
Guaranty, (b) such new Subsidiary Borrower delivers all corporate or
organizational documents and authorizing resolutions and legal opinions
reasonably requested by the Administrative Agent and (c) such new Subsidiary
Borrower agrees to the terms and conditions of this Agreement and the Borrowers
and the new Subsidiary Borrower execute all agreements and take such other
action reasonably requested by Administrative Agent. Schedule 1 may be amended
to remove any Subsidiary as a Subsidiary Borrower upon (i) written notice by the
Company to the Administrative Agent to such effect and (ii) repayment in full of
all outstanding Loans of such Subsidiary Borrower.

         5.9      ERISA.

         The Unfunded Liabilities of all Single Employer Plans do not in the
aggregate exceed 2% of Adjusted Tangible Net Worth. Each Single Employer Plan
complies in all material respects with all applicable requirements of law and
regulations where the failure to so comply could reasonably be expected to have
a Material Adverse Effect. No Reportable Event has occurred with respect to any
Plan where such occurrence could reasonably be expected to have a Material
Adverse Effect. Neither the Company or any of its Significant Subsidiaries has
withdrawn from any Plan or initiated steps to do so, and no steps have been
taken to reorganize or terminate any Single Employer Plan where in either
instance a liability in excess of 2% of Adjusted Tangible Net Worth could
reasonably be expected to result.

         5.10     Accuracy of Information.

         No information, exhibit or report furnished by the Company or any of
its Subsidiaries to the Administrative Agent or to any Lender in connection with
the negotiation of, or compliance with, the Loan Documents contained any
material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statements contained therein not misleading; provided,
however, that to the extent any such information, exhibits or reports include or
incorporate by reference any forward-looking statement (each, a "Forward-Looking
Statement") which reflects the Company's current view (as of the date such
Forward-Looking Statement is made) with respect to future events, prospects,
projections or financial performance, such Forward-Looking Statement is subject
to uncertainties and other factors which could cause actual results to differ
materially from such Forward-Looking Statement.

         5.11     Regulation U.

         Margin stock (as defined in Regulation U) constitutes less than 25% of
the value of those assets of the Company and its Subsidiaries which are subject
to any limitation on sale, pledge, or other restriction hereunder.

         5.12     Maintenance of Property.

         The Company and its Subsidiaries, maintain all Property and keep such
Property in good repair, working order and condition in accordance with
customary and prudent business practices for similar businesses, except where
the failure to do so could not reasonably be expected to cause a Material
Adverse Effect.

         5.13     Insurance.

         The Company, and each Significant Subsidiary, maintains as part of a
self-insurance program or with financially sound and reputable insurance
companies insurance on all their Property in such amounts

                                       24
<PAGE>

(with such customary deductibles, exclusions and self-insurance) and covering
such risks as is consistent with sound business practice.

         5.14     Plan Assets; Prohibited Transactions.

         The Company is not an entity deemed to hold "plan assets" within the
meaning of 29 C.F.R. Section 2510.3-101 of an employee benefit plan (as defined
in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan
(within the meaning of Section 4975 of the Code), and neither the execution of
this Agreement nor the making of Loans hereunder gives rise to a prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

         5.15     Environmental Matters.

         In the ordinary course of its business, the officers of the Company
consider the effect of Environmental Laws on the business of the Company and its
Subsidiaries, in the course of which they identify and evaluate potential risks
and liabilities accruing to the Company due to Environmental Laws. On the basis
of this consideration, the Company has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any Subsidiary has received any notice to the effect that its operations are
not in material compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
toxic or hazardous waste or substance into the environment, which non-compliance
or remedial action could reasonably be expected to have a Material Adverse
Effect.

         5.16     Investment Company Act.

         Neither the Company nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

         5.17     Public Utility Holding Company Act.

         Neither the Company nor any Subsidiary is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

         5.18     Default.

         There exists no Default or Unmatured Default under Article VII of this
Agreement.

         5.19     Reportable Transaction.

         Neither the Company nor any Subsidiary intends to treat the Advances
and related transactions as being a "reportable transaction" (within the meaning
of Treasury Regulation Section 1.6011-4). In the event the Company or any
Subsidiary determines to take any action inconsistent with such intention, it
will promptly notify the Administrative Agent thereof.

                                   ARTICLE VI.
                                    COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise
consent in writing:

                                       25
<PAGE>

         6.1      Financial Reporting.

         The Company will maintain, for itself and each Subsidiary, a system of
accounting established and administered in accordance with Agreement Accounting
Principles, and furnish to the Lenders:

                  (i)      Within 120 days after the close of each of its fiscal
years, an unqualified (except for qualifications relating to changes in
accounting principles or practices reflecting changes in Agreement Accounting
Principles and required or approved by the Company's independent certified
public accountants) audit report certified by independent certified public
accountants reasonably acceptable to the Lenders, prepared in accordance with
Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including balance sheets as of the end of such period, related
profit and loss statements, and a statement of cash flows.

                  (ii)     Within 60 days after the close of each of the first
three quarterly periods of each fiscal year, for itself and its Subsidiaries,
consolidated unaudited balance sheets as at the close of each such period and
consolidated unaudited profit and loss statements and a consolidated unaudited
statement of cash flows for the period from the beginning of such fiscal year to
the end of such quarter, all certified by its Chief Financial Officer,
Controller, or Treasurer.

                  (iii)    Together with the financial statements required under
Sections 6.1(i) and (ii), a compliance certificate in substantially the form of
Exhibit B signed by its Chief Financial Officer, Controller, or Treasurer and
stating that no Default or Unmatured Default exists, or if any Default or
Unmatured Default exists, stating the nature and status thereof.

                  (iv)     As soon as possible and in any event within 10
Business Days after the Company knows that any Reportable Event has occurred
with respect to any Plan, a statement, signed by the Chief Financial Officer,
Controller, or Treasurer of the Company, describing said Reportable Event and
the action which the Company proposes to take with respect thereto.

                  (v)      As soon as possible and in any event within 10
Business Days after receipt by the Company, a copy of (a) any notice or claim to
the effect that the Company or any of its Subsidiaries is or may be liable to
any Person as a result of the release by the Company, any of its Subsidiaries,
or any other Person of any toxic or hazardous waste or substance into the
environment, and (b) any notice alleging any violation of any federal, state or
local environmental, health or safety law or regulation by the Company or any of
its Subsidiaries, which, in either case, could reasonably be expected to have a
Material Adverse Effect.

                  (vi)     Such other information (including non-financial
information) as the Administrative Agent or any Lender may from time to time
reasonably request.

         6.2      Use of Proceeds.

         The Company will, and will cause each Subsidiary to, use the proceeds
of the Advances for general corporate purposes, including Acquisitions and
commercial paper back-up. The Company will not, nor will it permit any
Subsidiary to, use any of the proceeds of the Advances to purchase or carry any
"margin stock" (as defined in Regulation U).

         6.3      Notice of Default.

                                       26
<PAGE>

         The Company will, and will cause each Borrower and Significant
Subsidiary to, give prompt notice in writing to the Administrative Agent of the
occurrence of any Default or Unmatured Default and of any other development,
financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect.

         6.4      Conduct of Business; Maintenance of Property.

         The Company will, and will cause each Significant Subsidiary to, carry
on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted or
fields related thereto (except that the Company and its Significant Subsidiaries
shall have no duty to renew or extend contracts which expire by their terms) and
do all things necessary to remain duly incorporated or organized, validly
existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted, unless the failure to do so could not
reasonably be expected to have a Material Adverse Effect. The Company will, and
will cause each Significant Subsidiary, to maintain, preserve and protect all
Property and keep such property in good repair, working order and condition and
from time to time make, or cause to be made all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times in accordance with customary and prudent business practices for
similar businesses, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         6.5      Taxes.

         The Company will, and will cause each Significant Subsidiary to, timely
file complete and correct United States federal and applicable foreign, state
and local tax returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles, except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect.

         6.6      Insurance.

         The Company will, and will cause each Significant Subsidiary to,
maintain as part of a self-insurance program or with financially sound and
reputable insurance companies insurance on all their Property in such amounts
(with such customary deductibles, exclusions and self-insurance) and covering
such risks as is consistent with sound business practice.

         6.7      Compliance with Laws.

         The Company will, and will cause each Significant Subsidiary to, comply
with all laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject including, without limitation, all
Environmental Laws, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         6.8      Inspection.

         The Company will, and will cause each Significant Subsidiary to, permit
the Administrative Agent and the Lenders, by their respective representatives
and agents, to inspect any of the Property,

                                       27
<PAGE>

books and financial records of the Company and each Significant Subsidiary, to
examine and make copies of the books of accounts and other financial records of
the Company and each Significant Subsidiary, and to discuss the affairs,
finances and accounts of the Company and each Significant Subsidiary with, and
to be advised as to the same by, their respective officers upon reasonable prior
notice at such reasonable times and intervals as the Administrative Agent or any
Lender may designate, provided that neither the Company nor any of its
Subsidiaries shall be responsible for the costs and expenses incurred by the
Administrative Agent, any Lender, or their representatives in connection with
such inspection prior to the occurrence and continuation of a Default.

         6.9      Merger.

         The Company will not, nor will it permit any Significant Subsidiary to,
merge or consolidate with or into any other Person, except that, provided that
no Default or Unmatured Default shall have occurred and be continuing or would
result therefrom on a pro forma basis reasonably acceptable to the
Administrative Agent, the Company may merge or consolidate with any other U.S.
corporation and each Significant Subsidiary may merge or consolidate with any
other Person, provided, further, that (i) in the case of any such merger or
consolidation involving the Company, the Company is the surviving corporation
and (ii) in the case of any such merger or consolidation involving a Significant
Subsidiary which is a Subsidiary Borrower, the surviving corporation assumes all
of such Borrower's obligations under this Agreement and remains or becomes a
Subsidiary Borrower.

         6.10     Sale of Assets.

         The Company will not, nor will it permit any Significant Subsidiary to,
lease, sell or otherwise dispose of its Property, to any other Person (other
than the Company or another Subsidiary), except:

                  (i)      Sales of inventory in the ordinary course of
business.

                  (ii)     Sales or other dispositions in the ordinary course of
business of fixed assets for the purpose of replacing such fixed assets,
provided that such fixed assets are replaced within 360 days of such sale or
other disposition with other fixed assets which have a fair market value not
materially less than the fixed assets sold or otherwise disposed of.

                  (iii)    Sales or other dispositions outside the ordinary
course of business of accounts receivable, lease receivables, leases or
equipment which had been leased by the Company or such Significant Subsidiary,
provided that any such sale or other disposition is for reasonably equivalent
value and could not reasonably be expected to have a Material Adverse Effect.

                  (iv)     Other leases, sales (including sale-leasebacks) or
other dispositions of its Property that, together with all other Property of the
Company and its Subsidiaries previously leased, sold or disposed of (other than
as provided in clauses (i), (ii) and (iii) above) as permitted by this Section
during the twelve-month period ending with the month prior to the month in which
any such lease, sale or other disposition occurs, do not constitute a
Substantial Portion of the Property of the Company and its Subsidiaries, or
together with all other Property of the Company and its Subsidiaries previously
leased, sold or disposed of (other than as provided in clauses (i) and (ii)
above) as permitted by this Section during the period from the date of this
Agreement to the end of the month prior to the month in which any such lease,
sale or other disposition occurs, do not constitute 35% of the consolidated
assets of the Company and its Subsidiaries as would be shown in the consolidated
financial statements of the Company and its Subsidiaries as at the beginning of
the fiscal year in which any such lease, sale or other disposition occurs.

                                       28
<PAGE>

         Notwithstanding anything in this Section 6.10 to the contrary, (a) no
such leases, sales or other dispositions of property may be made (other than
pursuant to clause (i) above) if any Default or Unmatured Default has occurred
and is continuing, and (b) all leases, sales and other dispositions of Property
at any time shall be for not less than the fair market value of such Property as
determined in good faith by the Company.

         6.11     Investments.

         The Company will not, nor will it permit any Significant Subsidiary to,
make or suffer to exist any Investments, or commitments therefor, or to create
any Subsidiary or to become or remain a partner in any partnership or joint
venture, except:

                  (i)      Cash Equivalent Investments.

                  (ii)     Investments in Subsidiaries.

                  (iii)    other Investments in existence on the date hereof.

                  (iv)     Other Investments provided that the aggregate amount
of such Investments made in any fiscal year does not exceed 25% of Adjusted
Tangible Net Worth as of the beginning of such fiscal year.

         6.12     Liens.

         The Company will not, nor will it permit any Significant Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Company or any of its Significant Subsidiaries, except:

                  (i)      Liens for taxes, assessments or governmental charges
or levies on its Property if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings and for which adequate reserves in accordance with
Agreement Accounting Principles shall have been set aside on its books.

                  (ii)     Liens imposed by law, such as landlord's, carriers',
warehousemen's and mechanics' liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books.

                  (iii)    Liens arising out of pledges or deposits under
worker's compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation (other than Liens
in favor of the PGBC).

                  (iv)     Utility easements, building restrictions and such
other encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material way affect the marketability of the same or interfere with the use
thereof in the business of the Company or its Subsidiaries.

                  (v)      Liens existing on the date hereof.

                  (vi)     Liens on any assets which exist at the time of
acquisition of such assets by the Company or any of its Subsidiaries, or liens
to secure the payment of all of any part of the purchase price

                                       29
<PAGE>

of such assets upon the acquisition of such assets by the Company or any of its
Subsidiaries or to secure any Indebtedness incurred or guaranteed by the Company
or any of its Subsidiaries prior to, at the time, of or within 360 days after,
such acquisition (or, in the case of real property, the completion of
construction (including any improvements on an existing asset) or commencement
of full operation of such asset, whichever is later), which Indebtedness is
incurred or guaranteed for the purpose of financing all or any part of the
purchase price thereof or, in the case of real property, construction or
improvements thereon, provided, however, that in the case of any such
acquisition, construction or improvement, the Lien shall not apply to such
assets theretofore owned by the Company or any of its Subsidiaries other than,
in the case of any such construction or improvement, any real property on which
the property so constructed, or the improvement, is located, provided further,
however, that the aggregate outstanding principal amount of Indebtedness secured
by Liens permitted by this Section 6.12(vi) shall not at any time exceed 10% of
Adjusted Tangible Net Worth.

                  (vii)    Liens in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any State thereof, or in favor of
any other country or any political subdivision thereof, to secure partial,
progress, advance or other payments pursuant to any contract or statute or to
secure any Indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price (or, in the case of real property, the cost of
construction), of the assets subject to such liens (including without limitation
liens incurred in connection with pollution control, industrial revenue or
similar financings).

                  (viii)   Any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien referred
to in the foregoing clauses, provided, however, that the principal amount of
Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured prior to such extension, renewal or replacement and that
such extension, renewal or replacement Lien shall be limited to all or a part of
the assets which secured the Lien so extended, renewed or replaced (plus
improvements and construction on such real property).

                  (ix)     So long as no Default under Section 7.9 would occur
in connection therewith, Liens created by or resulting from any litigation or
other proceeding which is being contested in good faith by appropriate
proceedings, including Liens arising out of judgments or awards against the
Company or any of its Subsidiaries with respect to which the Company or such
Subsidiary is in good faith prosecuting an appeal or proceeding for review or
for which the time to make an appeal has not yet expired; or final unappealable
judgment Liens which are satisfied within 15 days of the date of judgment; or
Liens incurred by the Company or any of its Subsidiaries for the purpose of
obtaining a stay or discharge in the course of any litigation or other
proceeding to which the Company or such Subsidiary is a party.

                  (x)      Liens securing Indebtedness described in Section
6.15(iv) and (v).

                  (xi)     Liens securing Indebtedness and not otherwise
permitted by the foregoing provisions of this Section 6.12, provided that the
aggregate outstanding principal amount of the Indebtedness secured by all such
Liens shall not at any time exceed 25% of Adjusted Tangible Net Worth.

         6.13     Subsidiary Indebtedness.

The Company will not permit any Subsidiary to create, incur or suffer to exist
any Indebtedness, except:

                  (i)      The Loans.

                  (ii)     Indebtedness outstanding on the date of this
Agreement or incurred pursuant to commitments in existence on the date of this
Agreement.

                                       30
<PAGE>

                  (iii)    Indebtedness of any Subsidiary to the Company or any
other Subsidiary.

                  (iv)     Indebtedness of any Person that becomes a Subsidiary
after the date hereof; provided that such Indebtedness existed at the time such
Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary.

                  (v)      Any refunding or refinancing of any Indebtedness
referred to in clauses (i) through (iv) above, provided that any such refunding
or refinancing of Indebtedness referred to in clause (ii), (iii) or (iv) does
not increase the principal amount thereof.

                  (vi)     Indebtedness arising from (a) the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, or (b) the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (except in the
case of daylight overdrafts) drawn against insufficient funds in the ordinary
course of business.

                  (vii)    Indebtedness arising from guarantees of loans and
advances by third parties to employees and officers of a Subsidiary in the
ordinary course of business for bona fide business purposes, provided that the
aggregate outstanding principal amount of such Indebtedness does not at any time
exceed $100,000,000.

                  (viii)   Indebtedness of a Subsidiary arising from agreements
providing for indemnification, adjustment of purchase price or similar
obligations or from guarantees, letters of credit, surety bonds or performance
bonds securing any obligations of the Company or any of its Subsidiaries
incurred or assumed in connection with the disposition of any business, property
or Subsidiary.

                  (ix)     Indebtedness arising from Rate Hedging Obligations.

                  (x)      Contingent Obligations.

                  (xi)     Indebtedness outstanding under investment grade
commercial paper programs.

                  (xii)    Other Indebtedness; provided that, at the time of the
creation, incurrence or assumption of such other Indebtedness and after giving
effect thereto, the aggregate amount of all such other Indebtedness of the
Subsidiaries does not exceed an amount equal to 25% of Adjusted Tangible Net
Worth at such time.

         6.14     Limitation on Restrictions on Significant Subsidiary
Distributions.

         The Company will not, and will not permit any Significant Subsidiary
to, enter into or suffer to exist or become effective any consensual encumbrance
or restriction on the ability of any Significant Subsidiary of the Company to
(i) pay dividends or make any other distributions in respect of any capital
stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company
or any other Subsidiary of the Company, (ii) make loans or advances to the
Company or any other Subsidiary of the Company or (iii) transfer any of its
assets to the Company or any other Subsidiary of the Company, except for such
encumbrances or restrictions existing under or by reason of (a) any restrictions
existing under the Loan Documents, (b) any restrictions with respect to a
Significant Subsidiary imposed pursuant to an agreement which has been entered
into in connection with the disposition of all or substantially all of the
capital stock or assets of such Subsidiary, and (c) any restrictions with
respect to assets encumbered by a Lien permitted by Section 6.12 so long as such
restriction applies only to the asset encumbered by such permitted Lien.

                                       31
<PAGE>

         6.15     Contingent Obligations.

         The Company will not, nor will it permit any Subsidiary to, make or
suffer to exist any Contingent Obligation (including, without limitation, any
Contingent Obligation with respect to the obligations of a Subsidiary), except
(i) by endorsement of instruments for deposit or collection in the ordinary
course of business, (ii) the Reimbursement Obligations (as defined in the Five
Year Credit Agreement), (iii) the Guaranty, (iv) Contingent Obligations of
special-purpose finance Subsidiaries, provided that no Person has recourse
against the Company or any Significant Subsidiary for such Contingent
Obligations, (v) Contingent Obligations arising from the sale by Pyxis
Corporation of lease receivables, leases or equipment, provided that the
aggregate amount of such Contingent Obligations do not at any time exceed 10% of
Adjusted Tangible Net Worth, (vi) Contingent Obligations arising out of
operating or synthetic leases entered into by Subsidiaries of the Company,
provided that the aggregate amount of such Contingent Obligations do not at any
time exceed 25% of Adjusted Tangible Net Worth, and (vii) Contingent Obligations
in addition to, and including additional amounts of, those described in (i)-(vi)
above, provided that the aggregate amount of such additional Contingent
Obligations (without duplication) do not at any time exceed 25% of Adjusted
Tangible Net Worth.

         6.16     Minimum Net Worth.

         The Company shall not permit its Net Worth to be less than
$4,100,000,000 at any time.

                                  ARTICLE VII.
                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1      Any representation or warranty made or deemed made by or on
behalf of the Company or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement, any Loan, or
any certificate or information delivered in connection with this Agreement or
any other Loan Document shall be materially false on the date as of which made.

         7.2      Nonpayment of principal of any Loan within one Business Day
after the same becomes due, or nonpayment of interest upon any Loan or of any
facility fee or other Obligations under any of the Loan Documents within five
days after the same becomes due.

         7.3      The breach by the Company of Sections 6.3, 6.9, 6.10, 6.13,
6.15, or 6.16.

         7.4      The breach by any Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within thirty days
after written notice from the Administrative Agent or any Lender.

         7.5      Failure of the Company or any of its Significant Subsidiaries
to pay when due any principal, interest or other amounts, subject to any
applicable grace period, or the default by the Company or any of its Significant
Subsidiaries in the performance beyond the applicable grace period with respect
thereto, if any, of any term, provision or condition contained in the Five Year
Credit Agreement or any agreement or agreements under which any Indebtedness in
excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any
other event shall occur or condition exist beyond any applicable grace period
with respect thereto, the effect of which default or event is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness of the Company
or any of its Subsidiaries shall be declared to be due and payable

                                       32
<PAGE>

or required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or the Company or any of its
Significant Subsidiaries shall not pay, or admit in writing its inability to
pay, its debts generally as they become due.

         7.6      The Company or any of its Significant Subsidiaries shall (i)
have an order for relief entered with respect to it under the Federal bankruptcy
laws as now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

         7.7      Without the application, approval or consent of the Company or
any of its Significant Subsidiaries, a receiver, trustee, examiner, liquidator
or similar official shall be appointed for the Company or any of its Significant
Subsidiaries or any Substantial Portion of its Property, or a proceeding
described in Section 7.6(iv) shall be instituted against the Company or any of
its Significant Subsidiaries and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 60 consecutive
days.

         7.8      Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Company and its Subsidiaries which, when taken
together with all other Property of the Company and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

         7.9      The Company or any of its Significant Subsidiaries shall fail
within 60 days to pay, bond or otherwise discharge one or more (i) judgments or
orders for the payment of money (not covered by insurance) in excess of 2% of
Adjusted Tangible Net Worth (or the equivalent thereof in currencies other than
U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgment(s), in either such case, is/are not
stayed on appeal or otherwise being appropriately contested in good faith.

         7.10     Any member of the Controlled Group shall fail to pay when due
an amount or amounts aggregating in excess of 2% of Adjusted Tangible Net Worth
which it shall have become liable to pay under Title IV of ERISA; or notice of
intent to terminate a Single Employer Plan with Unfunded Liabilities in excess
of $50,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA
by any member of the Controlled Group, any plan administrator or any combination
of the foregoing; or PBGC shall institute proceedings under which it is likely
to prevail under Title IV of ERISA to terminate, to impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee
to be appointed to administer any Material Plan; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which causes one or more
members of the Controlled Group to incur a current payment obligation in excess
of 2% of Adjusted Tangible Net Worth.

         7.11     Any Change in Control shall occur.

                                       33
<PAGE>

         7.12     The Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Guaranty, or the Company shall fail to comply with any
of the terms or provisions of the Guaranty, or the Company shall deny that it
has any further liability under the Guaranty, or shall give notice to such
effect.

                                 ARTICLE VIII.
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1      Acceleration.

         If any Default described in Section 7.6 or 7.7 occurs with respect to
the Company or any of its Significant Subsidiaries, the obligations of the
Lenders to make Loans hereunder shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Administrative Agent or any Lender. If any other
Default occurs and is continuing, the Required Lenders (or the Administrative
Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans hereunder, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Company hereby expressly waives.

         If, within 60 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Company) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Company, rescind and annul such
acceleration and/or termination.

         8.2      Amendments.

         Subject to the provisions of this Article VIII, the Required Lenders
(or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrowers may enter into written agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrowers hereunder or
waiving any Default hereunder; provided, however, that no such supplemental
written agreement shall, without the consent of all of the Lenders:

                  (i)      Extend the final maturity of any Loan or postpone any
regularly scheduled payment of principal of any Loan or forgive all or any
portion of the principal amount thereof or any accrued interest or accrued fees,
or reduce the rate or extend the time of payment of interest or fees thereon.

                  (ii)     Reduce the percentage specified in the definition of
Required Lenders or any provision that requires the unanimous consent or pro
rata treatment of Lenders.

                  (iii)    Extend the Facility Termination Date or reduce the
amount or extend the payment date for, the mandatory payments required under
Section 2.2, or increase the amount of the Aggregate Commitment or of the
Commitment of any Lender hereunder, or permit any Borrower to assign its rights
under this Agreement (other than as may be permitted pursuant to Section 6.9).

                  (iv)     Amend this Section 8.2.

                                       34
<PAGE>

                  (v)      Release the Company as guarantor of any Advance.

                  No amendment of any provision of this Agreement relating to
the Administrative Agent shall be effective without the written consent of the
Administrative Agent. The Administrative Agent may waive payment of the fee
required under Section 12.3.2 without obtaining the consent of any other party
to this Agreement.

         Notwithstanding anything herein to the contrary, no Defaulting Lender
shall be entitled to vote (whether to consent or to withhold its consent) with
respect to any amendment, modification, termination or waiver requiring the
consent of the Required Lenders, and, for purposes of determining the Required
Lenders, the Commitments and the Loans of each Defaulting Lender shall be
disregarded.

         8.3      Preservation of Rights.

         No delay or omission of the Lenders or the Administrative Agent to
exercise any right under the Loan Documents shall impair such right or be
construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
a Borrower to satisfy the conditions precedent to such Loan shall not constitute
any waiver or acquiescence. Any single or partial exercise of any such right
shall not preclude other or further exercise thereof or the exercise of any
other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Administrative Agent and the Lenders until the Obligations have
been paid in full.

                                   ARTICLE IX.
                               GENERAL PROVISIONS

         9.1      Survival of Representations.

         All representations and warranties of the Borrowers contained in this
Agreement shall survive the making of the Loans herein contemplated.

         9.2      Governmental Regulation.

         Anything contained in this Agreement to the contrary notwithstanding,
no Lender shall be obligated to extend credit to the Borrowers in violation of
any limitation or prohibition provided by any applicable statute or regulation.

         9.3      Headings.

         Section headings in the Loan Documents are for convenience of reference
only, and shall not govern the interpretation of any of the provisions of the
Loan Documents.

         9.4      Entire Agreement.

         The Loan Documents embody the entire agreement and understanding among
the Borrowers, the Administrative Agent and the Lenders and supersede all prior
agreements and understandings among the Borrowers, the Administrative Agent and
the Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

                                       35
<PAGE>

         9.5      Several Obligations; Benefits of this Agreement.

         The respective obligations of the Lenders hereunder are several and not
joint and no Lender shall be the partner or agent of any other (except to the
extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not
relieve any other Lender from any of its obligations hereunder. This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective successors and
assigns, provided, however, that the parties hereto expressly agree that the
Lead Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10
and 10.11 to the extent specifically set forth therein and shall have the right
to enforce such provisions on its own behalf and in its own name to the same
extent as if it were a party to this Agreement.

         9.6      Expenses; Indemnification.

                  (i)      The Borrowers shall reimburse the Administrative
Agent and the Lead Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent) paid or incurred by the Administrative Agent or the Lead
Arranger in connection with the preparation, investigation, negotiation,
execution, delivery, syndication, review, amendment, modification, and
administration of the Loan Documents, whether incurred prior to or subsequent to
the Closing Date. The Borrowers also agree to reimburse the Administrative
Agent, the Lead Arranger and the Lenders for any costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Administrative Agent, the Lead Arranger and the Lenders, which
attorneys may be employees of the Administrative Agent, the Lead Arranger or the
Lenders) paid or incurred by the Administrative Agent, the Lead Arranger or any
Lender in connection with the collection and enforcement of the Loan Documents.

                  (ii)     The Company hereby further agrees to indemnify the
Administrative Agent, the Lead Arranger and each Lender, its directors, officers
and employees against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all reasonable expenses
of litigation or preparation therefor whether or not the Administrative Agent,
the Lead Arranger or any Lender is a party thereto) which any of them may pay or
incur arising out of or relating to this Agreement, the other Loan Documents,
the transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan hereunder except to the extent
that they are determined in a final non-appealable judgment by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the party seeking indemnification. The obligations of the Company
under this Section 9.6 shall survive the termination of this Agreement.

         9.7      Numbers of Documents.

         All statements, notices, closing documents, and requests hereunder
shall be furnished to the Administrative Agent with sufficient counterparts so
that the Administrative Agent may furnish one to each of the Lenders.

         9.8      Accounting.

         Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be
made in accordance with Agreement Accounting Principles except that any
calculation or determination which is to be made on a consolidated basis shall

                                       36
<PAGE>

be made for the Company and all its Subsidiaries, including those Subsidiaries,
if any, which are unconsolidated on the Company's audited financial statements.

         9.9      Severability of Provisions.

         Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining
provisions in that jurisdiction or the operation, enforceability, or validity of
that provision in any other jurisdiction, and to this end the provisions of all
Loan Documents are declared to be severable.

         9.10     Nonliability of Lenders.

         The relationship between the Company on the one hand and the Lenders
and the Administrative Agent on the other hand shall be solely that of borrower
and lender. Neither the Administrative Agent, the Lead Arranger nor any Lender
shall have any fiduciary responsibilities to the Company solely by reason of
being a party to this Agreement. Neither the Administrative Agent, the Lead
Arranger nor any Lender undertakes any responsibility to the Company to review
or inform the Company of any matter in connection with any phase of the
Company's business or operations. The Company agrees that neither the
Administrative Agent, the Lead Arranger nor any Lender shall have liability to
the Company (whether sounding in tort, contract or otherwise) for losses
suffered by the Company in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Administrative Agent, the Lead Arranger nor any Lender shall have any liability
with respect to, and the Company hereby waives, releases and agrees not to sue
for, any special, indirect or consequential damages suffered by the Company in
connection with, arising out of, or in any way related to the Loan Documents or
the transactions contemplated thereby.

         9.11     Confidentiality; Disclosure.

         Each of the Administrative Agent and each Lender agrees to hold any
confidential information which it may receive from the Company pursuant to this
Agreement in confidence, except for disclosure (i) to its Affiliates and to
other Lenders and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to such Lender or the
Administrative Agent or, subject to Section 12.4, to a Transferee, (iii) to
regulatory officials, (iv) to any Person as required by law, regulation, or
legal process, (v) to any Person in connection with any legal proceeding to
which such Lender is a party or in connection with any legal proceeding related
to this facility, (vi) to such Lender's contractual counterparties in swap
agreements or to legal counsel, accountants and other professional advisors to
such counterparties, (vii) permitted by Section 12.4, and (viii) to rating
agencies if requested or required by such agencies in connection with a rating
relating to the Advances hereunder, provided that reasonable advance written
notice is given to the Company. Neither the Administrative Agent nor any Lender
will make any press release or other public announcement regarding this
Agreement or the transactions contemplated hereby without the Company's express
prior written consent, except with respect to league table submissions in
connection with this Agreement, as required under applicable law or by any
governmental agency, in which case the party required to make the press release
or public announcement shall use commercially reasonable efforts to obtain the
prior approval of the Company as to the form, nature and extent of the press
release or public announcement prior to issuing the press release or making the
public announcement. Notwithstanding anything herein to the contrary,
confidential information shall not include, and the Administrative Agent and
each Lender (and each employee, representative or other

                                       37
<PAGE>

agent of the Administrative Agent and any Lender) may disclose to any and all
Persons, without limitation of any kind, the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are or have been provided to the
Administrative Agent or any Lender relating to such "tax treatment" or "tax
structure"; provided that with respect to any document or similar item that in
either case contains information concerning the "tax treatment" or "tax
structure" of the transactions contemplated hereby as well as other information,
this sentence shall only apply to such portions of the document or similar item
that relate to the "tax treatment" or "tax structure" of the transactions
contemplated hereby.

         9.12     Nonreliance.

         Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U of the Board of Governors of the
Federal Reserve System) for the repayment of the Loans provided for herein.

                                   ARTICLE X.
                                   THE AGENT

         10.1     Appointment; Nature of Relationship.

         Bank One is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Administrative Agent") hereunder and
under each other Loan Document, and each of the Lenders irrevocably authorizes
the Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Loan
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Loan Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         10.2     Powers.

         The Administrative Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Administrative Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Administrative Agent shall have no implied duties to the
Lenders, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.

         10.3     General Immunity.

         Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable to the Company, the Lenders or any Lender
for any action taken or omitted to be taken by it or them

                                       38
<PAGE>

hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

         10.4     No Responsibility for Loans, Recitals, etc.

         Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify (a) any statement, warranty or representation made in
connection with any Loan Document or any borrowing hereunder; (b) the
performance or observance of any of the covenants or agreements of any obligor
under any Loan Document, including, without limitation, any agreement by an
obligor to furnish information directly to each Lender; (c) the satisfaction of
any condition specified in Article IV, except receipt of items required to be
delivered solely to the Administrative Agent; (d) the existence or possible
existence of any Default or Unmatured Default; (e) the validity, enforceability,
effectiveness, sufficiency or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith; (f) the value,
sufficiency, creation, perfection or priority of any Lien in any collateral
security; or (g) the financial condition of the Company or any guarantor of any
of the Obligations or of any of the Company's or any such guarantor's respective
Subsidiaries. The Administrative Agent shall have no duty to disclose to the
Lenders information that is not required to be furnished by the Company to the
Administrative Agent at such time, but is voluntarily furnished by the Company
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity).

         10.5     Action on Instructions of Lenders.

         The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders,
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders. The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder and under any other Loan Document
unless it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.

         10.6     Employment of Agents and Counsel.

         The Administrative Agent may execute any of its duties as
Administrative Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Administrative Agent shall be entitled
to advice of counsel concerning the contractual arrangement between the
Administrative Agent and the Lenders and all matters pertaining to the
Administrative Agent's duties hereunder and under any other Loan Document.

         10.7     Reliance on Documents; Counsel.

         The Administrative Agent shall be entitled to rely upon any Note,
notice, consent, certificate, affidavit, letter, telegram, statement, paper or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and, in respect to legal matters, upon the

                                       39
<PAGE>

opinion of counsel selected by the Administrative Agent, which counsel may be
employees of the Administrative Agent.

         10.8     Administrative Agent's Reimbursement and Indemnification.

         The Lenders agree to reimburse and indemnify the Administrative Agent
ratably in proportion to their respective Commitments (or, if the Commitments
have been terminated, in proportion to their Commitments immediately prior to
such termination) (i) for any amounts not reimbursed by the Company for which
the Administrative Agent is entitled to reimbursement by the Company under the
Loan Documents (other than the fee payable pursuant to Section 10.13), (ii) for
any other expenses incurred by the Administrative Agent on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents (including, without limitation, for any
expenses incurred by the Administrative Agent in connection with any dispute
between the Administrative Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Loan Documents
or any other document delivered in connection therewith or the transactions
contemplated thereby (including, without limitation, for any such amounts
incurred by or asserted against the Administrative Agent in connection with any
dispute between the Administrative Agent and any Lender or between two or more
of the Lenders), or the enforcement of any of the terms of the Loan Documents or
of any such other documents, provided that (i) no Lender shall be liable for any
of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Administrative Agent and
(ii) any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 10.8, be paid by the relevant
Lender in accordance with the provisions thereof. The obligations of the Lenders
under this Section 10.8 shall survive payment of the Obligations and termination
of this Agreement.

         10.9     Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured Default hereunder, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent has received written notice from a Lender or the
Company referring to this Agreement describing such Default or Unmatured Default
and stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.

         10.10    Rights as a Lender.

         In the event the Administrative Agent is a Lender, the Administrative
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Administrative Agent, and the term
"Lender" or "Lenders" shall, at any time when the Administrative Agent is a
Lender, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Company or any of its
Subsidiaries in which the Company or such Subsidiary is not restricted hereby
from engaging with any other Person. The Administrative Agent, in its individual
capacity, is not obligated to remain a Lender.

                                       40

<PAGE>

         10.11    Lender Credit Decision.

         Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, the Lead Arranger or any other Lender
and based on the financial statements prepared by the Company and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and the other Loan Documents.
Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent, the Lead Arranger or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Loan Documents.

         10.12    Successor Administrative Agent.

         The Administrative Agent may resign at any time by giving written
notice thereof to the Lenders and the Company, such resignation to be effective
upon the appointment of a successor Administrative Agent or, if no successor
Administrative Agent has been appointed, forty-five days after the retiring
Administrative Agent gives notice of its intention to resign. The Administrative
Agent may be removed at any time with or without cause by written notice
received by the Administrative Agent from the Required Lenders, such removal to
be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Company and the Lenders, a successor Administrative Agent, which
successor Administrative Agent shall (unless a Default shall have occurred and
be continuing) be approved by the Company (which approval shall not be
unreasonably withheld or delayed). If no successor Administrative Agent shall
have been so appointed by the Required Lenders within thirty days after the
resigning Administrative Agent's giving notice of its intention to resign, then
the resigning Administrative Agent may appoint, on behalf of the Company and the
Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, without the consent of any Lender but upon thirty days prior written
notice to the Lenders and the Company, the Administrative Agent may appoint any
of its Affiliates which is a commercial bank as a successor Administrative Agent
hereunder, which successor Administrative Agent shall (unless a Default shall
have occurred and be continuing) be approved by the Company (which approval
shall not be unreasonably withheld or delayed). If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Company shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $5,000,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
Article X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 10.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent.

         10.13    Administrative Agent's Fee.

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<PAGE>

         The Company agrees to pay to the Administrative Agent, for its own
account, the fees agreed to by the Company, the Lead Arranger and the
Administrative Agent pursuant to that certain letter agreement dated February
12, 2003 or as otherwise agreed from time to time.

         10.14    Delegation to Affiliates.

         The Company and the Lenders agree that the Administrative Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any
such Affiliate (and such Affiliate's directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the
same benefits of the indemnification, waiver and other protective provisions to
which the Administrative Agent is entitled under Articles IX and X.

         10.15    Administrative Agent, Syndication Agents, Documentation
Agents, Lead Arranger, etc.

         Neither the Syndication Agents, the Documentation Agents nor the Lead
Arranger shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of such Lenders or the Administrative Agent
shall have or be deemed to have a fiduciary relationship with any Lender. Each
Lender hereby makes the same acknowledgments with respect to such Lenders as it
makes with respect to the Administrative Agent in Section 10.11.

                                   ARTICLE XI.
                            SETOFF; RATABLE PAYMENTS

         11.1     Setoff.

         In addition to, and without limitation of, any rights of the Lenders
under applicable law, if any Borrower becomes insolvent, however evidenced, or
any Default occurs and is continuing, any and all deposits (including all
account balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

         11.2     Ratable Payments.

         If any Lender, whether by setoff or otherwise, has payment made to it
upon its Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4
or 3.5) in a greater proportion than that received by any other Lender, such
Lender agrees, promptly upon demand, to purchase a portion of the Loans held by
the other Lenders so that after such purchase each Lender will hold its ratable
proportion of Loans. If any Lender, whether in connection with setoff or amounts
which might be subject to setoff or otherwise, receives collateral or other
protection for its Obligations or such amounts which may be subject to setoff,
such Lender agrees, promptly upon demand, to take such action necessary such
that all Lenders share in the benefits of such collateral ratably in proportion
to their Loans. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.

         If an amount to be setoff is to be applied to Indebtedness of the
Company to a Lender other than Indebtedness comprised of Loans made by such
Lender, such amount shall be applied ratably to such other Indebtedness and to
the Indebtedness comprised of such Loans.

                                       42
<PAGE>

                                  ARTICLE XII.
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1     Successors and Assigns.

         The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrowers and the Lenders and their respective
successors and assigns, except that (i) the Borrowers shall not have the right
to assign their rights or obligations under the Loan Documents and (ii) any
assignment by any Lender must be made in compliance with Section 12.3.
Notwithstanding clause (ii) of this Section, any Lender may at any time, without
the consent of the Borrowers or the Administrative Agent, assign all or any
portion of its rights under this Agreement and any Note to a Federal Reserve
Bank; provided, however, that no such assignment to a Federal Reserve Bank shall
release the transferor Lender from its obligations hereunder. The Administrative
Agent may treat the Person which made any Loan or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with
Section 12.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent. Any assignee or transferee of the rights to any Loan or any Note agrees
by acceptance of such transfer or assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder, transferee or assignee of the rights to such Loan.

         12.2     Participations.

         12.2.1.  Permitted Participants; Effect.

         Any Lender may, in its sole discretion, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any Commitment of such
Lender or any other interest of such Lender under the Loan Documents. In the
event of any such sale by a Lender of participating interests to a Participant,
such Lender's obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its Loans
and the holder of any Note issued to it in evidence thereof for all purposes
under the Loan Documents, all amounts payable by the Borrowers under this
Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrowers and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents.

         12.2.2.  Voting Rights.

         Each Lender shall retain the sole right to approve, without the consent
of any Participant, any amendment, modification or waiver of any provision of
the Loan Documents other than any amendment, modification or waiver with respect
to any Loan or Commitment in which such Participant has an interest which
forgives principal, interest or fees or reduces the interest rate or fees
payable with respect to any such Loan or Commitment, extends the Facility
Termination Date, postpones any date fixed for any regularly-scheduled payment
of principal of, or interest or fees on, any such Loan or Commitment, releases
the Company as guarantor of any such Loan or releases any of the collateral, if
any, securing any such Loan.

         12.2.3.  Benefit of Setoff.

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<PAGE>

         The Company agrees that each Participant shall be deemed to have the
right of setoff provided in Section 11.1 in respect of its participating
interest in amounts owing under the Loan Documents to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 11.1 with respect to the amount of participating interests
sold to each Participant. The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 11.1,
agrees to share with each Lender, any amount received pursuant to the exercise
of its right of setoff, such amounts to be shared in accordance with Section
11.2 as if each Participant were a Lender.

         12.3     Assignments.

         12.3.1.  Permitted Assignments.

         Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time assign to one or more financial
institutions, mutual funds, insurance companies or other entities engaged in the
business of extending credit for borrowed money ("Purchasers") all or any part
of its rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit C or in such other form as may be agreed to
by the parties thereto. The consent of the Company and the Administrative Agent
shall be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund;
provided, however, that if a Default has occurred and is continuing, the consent
of the Company shall not be required. Such consent shall not be unreasonably
withheld or delayed. The assignor shall give prompt written notice to the
Company of any assignment becoming effective without the consent of the Company.
Each such assignment with respect to a Purchaser which is not a Lender or an
Affiliate thereof shall (unless each of the Company and the Administrative Agent
otherwise consents) be in an amount not less than the lesser of (i) $5,000,000
and in multiples of $1,000,000 or (ii) the remaining amount of the assigning
Lender's Commitment (calculated as at the date of such assignment) or
outstanding Loans (if the applicable Commitment has been terminated).

         12.3.2.  Effect; Effective Date.

         Upon (i) delivery to the Administrative Agent of an assignment,
together with any consents required by Section 12.3.1, and (ii) payment of a
$3,500 fee to the Administrative Agent for processing such assignment (unless
such fee is waived by the Administrative Agent), such assignment shall become
effective on the effective date specified in such assignment. The assignment
shall contain a representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and Loans under the
applicable assignment agreement constitutes "plan assets" as defined under ERISA
and that the rights and interests of the Purchaser in and under the Loan
Documents will not be "plan assets" under ERISA. On and after the effective date
of such assignment, such Purchaser shall for all purposes be a Lender party to
this Agreement and any other Loan Document executed by or on behalf of the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Company, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitment and Loans assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this Section
12.3.2, the transferor Lender, the Administrative Agent and the Borrowers shall,
if the transferor Lender or the Purchaser desires that its Loans be evidenced by
Notes, make appropriate arrangements so that new Notes or, as appropriate,
replacement Notes are issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in each case in
principal amounts reflecting their respective Commitments, as adjusted pursuant
to such assignment.

                                       44
<PAGE>

         12.4     Dissemination of Information.

           The Company authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the Loan Documents by
operation of law (each a "Transferee") and any prospective Transferee any and
all information in such Lender's possession concerning the creditworthiness of
the Company and its Subsidiaries, provided that each Transferee and prospective
Transferee agrees in writing to be bound by Section 9.11 of this Agreement.

         12.5     Tax Treatment.

         If any interest in any Loan Document is transferred to any Transferee
which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section 3.5(iv).

         12.6     Transfer to an SPC.

         Notwithstanding anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Company, the option to provide to the Borrowers all
or any part of any Loan (other than an Alternate Currency Loan) that such
Granting Lender would otherwise be obligated to make to the Borrower pursuant to
this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to make any Loan and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting
Lender shall be obligated to make such Loan pursuant to the terms hereof. The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any indemnity or similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Lender). In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary in this Section 12.6, any SPC may (i) with notice to, but without the
prior written consent of, the Company and the Administrative Agent and without
paying any processing fee therefor, assign all or a portion of its interests in
any Loans to the Granting Lender or to any financial institutions (consented to
by the Company and the Administrative Agent) providing liquidity and/or credit
support to or for the account of such SPC to support the funding or maintenance
of Loans and (ii) disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC. As this
Section applies to any particular SPC, this section may not be amended without
the written consent of such SPC.

                                  ARTICLE XIII.
                                     NOTICES

         13.1     Notices.

         Except as otherwise permitted by Section 2.15 with respect to borrowing
notices, all notices, requests and other communications to any party hereunder
shall be in writing (including electronic

                                       45
<PAGE>

transmission, facsimile transmission or similar writing) and shall be given to
such party: (x) in the case of the Borrowers or the Administrative Agent, at its
address or facsimile number set forth on the signature pages hereof, (y) in the
case of any Lender, at its address or facsimile number set forth below its
signature hereto or (z) in the case of any party, at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Administrative Agent and the Borrowers in accordance with the provisions
of this Section 13.1. Each such notice, request or other communication shall be
effective (i) if given by facsimile transmission, when transmitted to the
facsimile number specified in this Section and confirmation of receipt is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
if given by any other means, when delivered (or, in the case of electronic
transmission, received) at the address specified in this Section; provided that
notices to the Administrative Agent under Article II shall not be effective
until received.

         13.2     Change of Address.

         The Borrowers, the Administrative Agent and any Lender may each change
the address for service of notice upon it by 5 days' prior written notice to the
other parties hereto.

                                  ARTICLE XIV.
                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrowers, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by facsimile transmission or telephone that it has taken
such action.

                                   ARTICLE XV.
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

         15.1     CHOICE OF LAW.

         THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS
CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         15.2     CONSENT TO JURISDICTION.

         EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A

                                       46
<PAGE>

COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

         15.3     WAIVER OF JURY TRIAL.

         THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.

                                       47
<PAGE>

         IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                      CARDINAL HEALTH, INC.

                                      By: /s/ Donna Brandin
                                         --------------------------------------
                                      Print Name: Donna Brandin
                                      Title: Senior Vice President and Treasurer

                                      7000 Cardinal Place
                                      Dublin, Ohio 43017
                                      Attention: Laura Warren
                                      Telephone: (614) 757-5391
                                      FAX: (614) 757-4724

                                       48
<PAGE>

                                       BANK ONE, NA (Main office Chicago),
                                       Individually and as Administrative Agent

                                       By: /s/ Richard J. Johnsen
                                          --------------------------------------
                                       Print Name: Richard J. Johnsen
                                       Title: Managing Director

                                       1111 Polaris Parkway
                                       Suite 3-A
                                       OH1-1085
                                       Columbus, OH 43240
                                       Attention: Paul A. Harris
                                       Telephone: (614) 213-4047
                                       Fax: (614) 213-3135

                                       49
<PAGE>

                                       BANK OF AMERICA, N.A.
                                       Individually and as Syndication Agent

                                       By: /s/ Richard Nichols
                                           -------------------------------------
                                       Print Name: Richard Nichols
                                       Title: Managing Director

                                       100 N. Tryon Street
                                       NC1-007-17-11
                                       Charlotte, NC 28255-0001
                                       Attention: Russ Matthews
                                       Telephone: (704) 386-3894
                                       Fax: (704) 386-3893

                                       50
<PAGE>

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       Individually and as Syndication Agent

                                       By: /s/ Jeanette A. Griffin
                                           -------------------------------------
                                       Title: Director

                                       1339 Chestnut Street, PA4152 (12th Floor)
                                       Philadelphia, Pennsylvania 19107
                                       Attention: Jeanette Griffin
                                       Telephone: (267) 321-6615
                                       FAX: (267) 321-6702

                                       51
<PAGE>

                                       CREDIT SUISSE FIRST BOSTON, acting

                                       through its Cayman Islands Branch
                                       Individually and as Documentation Agent

                                       By: /s/ Joseph Adipietro
                                           -------------------------------------
                                       Print Name: Joseph Adipietro
                                       Title: Director

                                       By: /s/ Jennifer A. Pieza
                                          --------------------------------------
                                       Print Name: Jennifer A. Pieza
                                       Title: Associate

                                       One Madison Avenue, 8th Floor
                                       New York, NY 10010-3629
                                       Attention: Loan Administration
                                       Telephone: (212) 538-3386
                                       Fax: (212) 538-6851


                                       52
<PAGE>

                                       DEUTSCHE BANK AG NEW YORK BRANCH

                                       By: /s/ Iain Stewart
                                           -------------------------------------
                                       Print Name: Iain Stewart
                                       Title: Director

                                       By: /s/ Thomas A. Foley
                                           -------------------------------------
                                       Print Name: Thomas A. Foley
                                       Title: Vice President

                                       31 W. 52nd Street, 23rd Floor
                                       New York, NY 10019
                                       Attention: Iain Stewart
                                       Telephone: (212) 469-8279
                                       Fax: (212) 469-8701

                                       53
<PAGE>

                                       BARCLAYS BANK PLC,
                                       Individually and as Documentation Agent

                                       By: /s/ Douglas Bernegger
                                           -------------------------------------
                                       Print Name: Douglas Bernegger
                                       Title: Director

                                       200 Park Avenue - 4th Floor

                                       New York, NY 10166
                                       Attention: Russell Johnson
                                       Telephone: 212-412-2595
                                       FAX: 212-412-7511

                                       54
<PAGE>

                                       UBS AG CAYMAN ISLANDS BRANCH

                                       By: /s/ Wilfred V. Saint
                                           -------------------------------------
                                       Print Name: Wilfred V. Saint
                                       Title: Associate Director

                                       By: /s/ Thomas R. Salzano
                                           -------------------------------------
                                       Print Name: Thomas R. Salzano
                                       Title: Director

                                       677 Washington Boulevard
                                       Stamford, CT 06901
                                       Attention: Marie Haddad
                                       Telephone: (203) 719-5609
                                       FAX: (203) 719-3888

                                       55
<PAGE>

                                       THE BANK OF TOKYO-MITSUBISHI, LTD.

                                       By: /s/ Shinichiro Munechika
                                           -------------------------------------
                                       Print Name: Shinichiro Munechika
                                       Title: Deputy General Manager

                                       227 West Monroe Street, Suite 2700
                                       Chicago, Illinois 60606
                                       Attention: William J. Murray
                                       Telephone: 312-696-4653
                                       FAX: 312-696-4535


                                       56
<PAGE>

                                       FLEET NATIONAL BANK

                                       By: /s/ Robert J. Milas
                                           -------------------------------------
                                       Print Name: Robert J. Milas
                                       Title: Vice President

                                       300 Broad Hollow Road
                                       Melville, NY 11747
                                       Attention: Mr. Robert J. Milas
                                       Telephone: (631) 547-7857
                                       FAX: (631) 547-7815

                                       57
<PAGE>

                                       THE BANK OF NOVA SCOTIA

                                       By: /s/ Carolyn A. Calloway
                                           -------------------------------------
                                       Print Name: Carolyn A. Calloway
                                       Title: Managing Director

                                       600 Peachtree Street
                                       Atlanta, Georgia 30308
                                       Attention: Dana Maloney
                                       Telephone: (404) 877-1524
                                       FAX: (404) 888-8998

                                       58
<PAGE>

                                       SUNTRUST BANK

                                       By: /s/ William D. Priester
                                          -------------------------------------
                                       Print Name: William D. Priester
                                       Title: Director

                                       201 4th Avenue, 3rd Floor
                                       Nashville, TN 37219
                                       Attention: Bill Priester
                                       Telephone: (615) 748-5969
                                       FAX: (615) 748-5269

                                       59
<PAGE>

                                       PNC BANK, NATIONAL ASSOCIATION

                                       By: /s/ Jeffrey Stein
                                       Print Name: Jeffrey Stein
                                       Title: Vice President

                                       201 East Fifth Street
                                       Cincinnati, OH 45202
                                       Attention: Jeffrey L. Stein
                                       Telephone: (513) 651-8692
                                       FAX: (513) 651-8951


                                       60
<PAGE>

                                       NATIONAL CITY BANK

                                       By: /s/ Thomas E. Redmond
                                           ------------------------------------
                                       Print Name: Thomas E. Redmond
                                       Title: Vice President

                                       155 East Broad Street
                                       Columbus, Ohio 43251-0077
                                       Attention: Thomas E. Redmond
                                       Telephone: (614) 463-8540
                                       FAX: (614) 463-8572

                                       61
<PAGE>

                                       BANCO BILBAO VIZCAYA ARGENTARIA S.A.

                                       By: /s/ Jay Levit
                                           -------------------------------------
                                       Print Name: Jay Levit
                                       Title: Vice President

                                       By: /s/ Salustiano Machado
                                           -------------------------------------
                                       Print Name: Salustiano Machado
                                       Title: Vice President



                                       1345 Avenue of the Americas, 45th Floor
                                       New York, New York 10105
                                       Attention: Francesc Alvarez
                                       Telephone:  (212) 728-1634
                                       FAX: (212) 333-2904


                                       62
<PAGE>

                                       BANCA INTESA S.P.A.

                                       By: /s/ C. Dougherty
                                           -------------------------------------
                                       Print Name: C. Dougherty
                                       Title: Vice President

                                       By: /s/ F. Maffei
                                           -------------------------------------
                                       Print Name: F. Maffei
                                       Title: Vice President

                                       1 William Street
                                       New York, New York
                                       Attention: Frank Maffei
                                       Telephone: (212) 607-3880
                                       FAX: (212) 809-2124

                                       63
<PAGE>

                                       THE BANK OF NEW YORK

                                       By: /s/ David C. Judge
                                           -------------------------------------
                                       Print Name: David C. Judge
                                       Title: Senior Vice President

                                       One Wall Street
                                       New York, New York
                                       Attention: Patrick Vatel
                                       Telephone: (212) 635-7882
                                       FAX: (212) 635-1481

                                       64
<PAGE>

                                       ABN AMRO BANK N.V.

                                       By: /s/ James S. Kreitler
                                           -------------------------------------
                                       Print Name: James S. Kreitler
                                       Title: Senior Vice President


                                       By: /s/ Todd J. Miller
                                           -------------------------------------
                                       Print Name: Todd J. Miller
                                       Title: Assistant Vice President



                                       55 E. 52nd St. 7th Floor
                                       New York, NY 10055
                                       Attention: Michele Costello
                                       Telephone: (212) 409-1481
                                       FAX: (212) 409-1641


                                       65
<PAGE>

                                       FIFTH THIRD BANK (CENTRAL OHIO)

                                       By: /s/ Kim Dennis
                                           -------------------------------------
                                       Print Name: Kim Dennis
                                       Title: Assistant Vice President

                                       21 East State Street
                                       Columbus, Ohio
                                       Attention: John Beardslee
                                       Telephone: (614) 223-3982
                                       FAX: (614) 341-2606

                                       66
<PAGE>

                                       U.S. BANK NATIONAL ASSOCIATION

                                       By: /s/ Celia V. Conlon
                                           -------------------------------------
                                       Print Name: Celia V. Conlon
                                       Title: Vice President

                                       175 South Third Street, 4th Floor
                                       Columbus, Ohio 43215
                                       Attention: J. Todd Price
                                       Telephone: (614) 232-8040
                                       FAX: (614) 232-8098

                                       67
<PAGE>

                                       ALLIED IRISH BANKS p.l.c.

                                       By: /s/ Cathal O'Connor
                                           -------------------------------------
                                       Print Name: Cathal O'Connor
                                       Title: Vice President

                                       AIB International Corporate Banking
                                       Block C1, Bankcentre, Ballsbridge
                                       Dublin, Ireland
                                       Attention: Cathal O'Connor
                                       Telephone: O11 353 1 6414812
                                       FAX: 011 353 1 6682508


                                       68
<PAGE>

                                       CREDIT LYONNAIS-S.A.

                                       By: /s/ Serge Giannechini
                                           -------------------------------------
                                       Print Name: Serge Giannechini
                                       Title: Directeur Regionale Entreprises


                                       Direction Regionale Entreprises
                                       Ile de France Sud Ouest
                                       122 Avenue Du General Leclerc
                                       92100 Boulogne Billancourt-France
                                       Attention: Serge Giannechini
                                       Telephone: 011-331-46842304
                                       FAX: O11-331-48259130


                                       69
<PAGE>

                                  SCHEDULE A-1

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                 COMMITMENT
              LENDER                               AMOUNT
              ------                             ----------
<S>                                             <C>
Bank One, NA                                    $ 67,500,000

Bank of America, N.A.                           $ 58,750,000

Wachovia Bank, National Association             $ 58,750,000

Credit Suisse First Boston                      $ 58,750,000

Deutsche Bank AG New York Branch                $ 58,750,000

Barclays Bank PLC                               $ 58,750,000

UBS AG Cayman Islands Branch                    $ 58,750,000

The Bank of Tokyo-Mitsubishi, Ltd.              $ 50,000,000

Fleet National Bank                             $ 50,000,000

The Bank of Nova Scotia                         $ 42,500,000

SunTrust Bank                                   $ 32,500,000

PNC Bank, National Association                  $ 32,500,000

National City Bank                              $ 25,000,000

Banco Bilbao Vizcaya Argentaria S.A.            $ 15,000,000

Banca Intesa S.p.A                              $ 15,000,000

The Bank of New York                            $ 15,000,000

ABN AMRO Bank N.V.                              $ 12,500,000

Fifth Third Bank (Central Ohio)                 $ 12,500,000

U.S. Bank National Association                  $ 12,500,000

Allied Irish Banks p.l.c.                       $  7,500,000

Credit Lyonnais                                 $  7,500,000
                                                ------------

     TOTAL                                      $750,000,000
</TABLE>

                                       70
<PAGE>

                                PRICING SCHEDULE

The Applicable Margin shall be as determined by the matrix below:

<TABLE>
<CAPTION>
                                  Level I          Level II     Level III     Level IV             Level V
                                  Status            Status       Status        Status              Status
---------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>          <C>           <C>            <C>
                            > than = to A+ or                                 BBB+ or        < than = to BBB or
Reference Rating            A1                     A or A2      A- or A3      Baa1           Baa2

---------------------------------------------------------------------------------------------------------------
Facility Fee                       5.0                6.0          7.0          10.0               12.5
---------------------------------------------------------------------------------------------------------------
Eurodollar Rate
Applicable Margin                 20.0               24.0         33.0          40.0               50.0
---------------------------------------------------------------------------------------------------------------
Utilization fee >
50%                               10.0               10.0         10.0          12.5               12.5
---------------------------------------------------------------------------------------------------------------
</TABLE>

         For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

         "Level I Status" exists at any date if, on such date, the Company's
Moody's Rating is A1 or better or the Company's S&P Rating is A+ or better.

         "Level II Status" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status and (ii) the Company's Moody's Rating is A2
or better or the Company's S&P Rating is A or better.

         "Level III Status" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status or Level II Status and (ii) the Company's
Moody's Rating is A3 or better or the Company's S&P Rating is A- or better.

         "Level IV Status" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Company's Moody's Rating is Baa1 or better or the Company's S&P rating
is BBB+ or better.

         "Level V Status" exists at any date if, on such date, the Company has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status.

         "Moody's Rating" means, at any time, the rating issued by Moody's
Investors Service, Inc. and then in effect with respect to the Company's senior
unsecured long-term debt securities without third-party credit enhancement.

         "S&P Rating" means, at any time, the rating issued by Standard and
Poor's Rating Services, a division of The McGraw Hill Companies, Inc., and then
in effect with respect to the Company's senior unsecured long-term debt
securities without third-party credit enhancement.

                                       71
<PAGE>

         Status" means either Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status.

         The Applicable Margin shall be determined in accordance with the
foregoing table based on the Company's Status as determined from its
then-current Moody's and S&P Ratings. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the close of business on
such date. If at any time the Company has no Moody's Rating or no S&P Rating,
Level V Status shall exist.

         Notwithstanding the foregoing, if at any time there exists a difference
of more than one level between the Moody's Rating and the S&P Rating, the
Company's Status shall be determined as if the higher rating were one level
above the lower of the two ratings.

                                       72
<PAGE>

                                    EXHIBIT A
                                 FORM OF OPINION

                                                                  March 27, 2003

The Administrative Agent and the Lenders who are
parties to the Credit Agreement described below.

Subject:      CARDINAL HEALTH, INC. -- 364-DAY CREDIT AGREEMENT

Gentlemen/Ladies:

         I am counsel for Cardinal Health, Inc., an Ohio corporation (the
"COMPANY"), and have represented the Company in connection with its execution
and delivery of a 364-Day Credit Agreement dated as of March 27, 2003 (the
"AGREEMENT"), among the Company, the Subsidiary Borrowers, the Lenders named
therein, and Bank One, NA, as Administrative Agent, providing for Advances in an
aggregate principal amount not exceeding $750,000,000 at any one time
outstanding. All capitalized terms used in this opinion and not otherwise
defined herein shall have the meanings attributed to them in the Agreement. This
opinion is being delivered to you pursuant to Section 4.1(a)(v) of the
Agreement.

         In connection with the issuance of this opinion letter, I have examined
the following documents:

                  (a)      A copy of the Agreement executed by the Company;

                  (b)      The Company's Articles of Incorporation;

                  (c)      The Company's Code of Regulations;

                  (d)      A certificate of good standing of the Company issued
                           by the Ohio Secretary of State;

                  (e)      Resolutions of the Company's board of directors;

                  (f)      An executed copy of a $_________ Note from the
                           Company to ___________________, dated March 27, 2003,
                           an executed copy of a $_________ Note from the
                           Company to ______________ [RESERVED];

                  (g)      An executed copy of the Guaranty Agreement of the
                           Company dated as of March 27, 2003;

                                       73
<PAGE>

                  (h)      Certificates of certain officers of the Company as to
                           certain factual matters; and

                  (i)      Such other documents and matters of law as I deemed
                           necessary or advisable in order to render the
                           opinions set forth in this letter.

         The documents referenced in items (a), (f), and (g) are sometimes
referred to hereinafter as the "LOAN DOCUMENTS."

         In my review and in rendering the opinions expressed herein, I have
assumed, without independent verification, the following: (I) the genuineness of
all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified, facsimile, or photostatic copies,
the completeness and correctness of any representations and certifications made
to me by officers of the Company, and the completeness and correctness of any
representations and certificates of public officials and public filing records;
(II) that the Loan Documents have been duly and validly authorized, executed,
and delivered by all parties thereto other than the Company, and that the Loan
Documents are binding and legally enforceable against all of the parties
thereto, other than the Company; (III) all parties to the Loan Documents other
than the Company have received adequate consideration for their execution and
delivery of, and performance of their respective obligations under, the Loan
Documents to which each of them is a party; and (IV) all conditions and other
transactions contemplated by the Agreement to have occurred at or prior to the
funding of the initial Loans have occurred or have been waived by the
appropriate parties and Loans in the amount of the Aggregate Commitment will be
fully available pursuant to the terms of the Agreement.

         Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that:

         1.       The Company is a corporation validly existing and in good
                  standing under the laws of the State of Ohio.

         2.       The execution and delivery by the Company of the Loan
                  Documents to which it is a party and the performance by the
                  Company of its obligations thereunder have been duly
                  authorized by proper corporate proceedings on the part of the
                  Company and will not:

                  (a)      Require any consent of the Company's shareholders;

                  (b)      (i) Violate (A) any order, judgment, or decree of any
                           court or governmental agency binding on the Company
                           and known to me, (B) any statute of the State of Ohio
                           or the United States, or any written regulation
                           thereunder, (C) the Company's articles of
                           incorporation or code of regulations, or (D) the
                           provisions of any indenture, instrument, or agreement
                           to which the Company is a party or is subject, or by
                           which it, or its Property, is bound, and which is
                           filed or incorporated by reference as

                                       74
<PAGE>

                           an exhibit to the Company's periodic reports under
                           the Securities Exchange Act of 1934, pursuant to item
                           601(b)(l0) of Regulation S-K of the Securities and
                           Exchange Commission, or (ii) conflict with or
                           constitute a default under any such indenture,
                           instrument, or agreement; or

                  (c)      Result in, or require, the creation or imposition of
                           any Lien in or on the Property of the Company
                           pursuant to the terms of any indenture, instrument or
                           agreement binding upon the Company, and which is
                           filed or incorporated by reference as an exhibit to
                           the Company's periodic reports under the Securities
                           Exchange Act of 1934, pursuant to item 601(b)(10) of
                           Regulation S-K of the Securities and Exchange
                           Commission.

         2.       The Loan Documents to which the Company is a party have been
                  duly executed and delivered by the Company and, except for the
                  "choice of law" provisions of the Loan Documents, constitute
                  legal, valid and binding obligations of the Company,
                  enforceable against the Company in accordance with their
                  terms. Set forth later in this opinion letter is an opinion
                  regarding the enforceability of the "choice of law" provisions
                  of the Loan Documents.

         3.       To the best of my knowledge and except as set forth in
                  Schedule 7 of the Agreement, there is no litigation,
                  arbitration, governmental investigation, proceeding, or
                  inquiry pending or threatened against the Company which, if
                  adversely determined, could reasonably be expected to have a
                  Material Adverse Effect.

         4.       No authorization or approval of, or filing with, any
                  governmental agency of the United States or of the State of
                  Ohio which has not been obtained or made is necessary for the
                  execution and delivery of, and performance of the Company's
                  obligations under the Loan Documents.

         In addition to any other qualification set forth herein, my opinions
         are qualified as

                  (A)      I wish to advise you that I do not express any
                           opinion with respect to: (1) the power or authority
                           of the Lenders to make the loans contemplated by the
                           Agreement; (2) compliance by the Lenders with any
                           federal or state banking law, rule, regulation, or
                           restriction; or (3) compliance by the Lenders with
                           any federal, state, or foreign law, rule, regulation,
                           or restriction which is or was required to be
                           complied with by the Lenders (as opposed to
                           compliance therewith by the Company) in order to
                           enforce any rights or remedies of the Lenders under
                           the Loan Documents. Accordingly, all of the foregoing
                           opinions expressed by me are qualified to the extent
                           set forth in the preceding sentence.

                  (B)      To the extent that the foregoing opinions are stated
                           to be to the best of my knowledge, or relate to
                           matters which are known to me, I have, with your
                           consent, relied on one or more certificates of
                           officers of the Company as to

                                       75
<PAGE>

                           factual matters, and I have neither independently
                           investigated nor attempted to verify any of such
                           matters.

                  (C)      I have made no examination of and express no opinion
                           as to: (1) the right, title, or interest of any
                           person to any property; (2) the accuracy or
                           sufficiency of the description in the Loan Documents
                           of any real or personal property; or (3) the
                           existence of or freedom of any property from any
                           liens, security interests, or other encumbrances.

                  (D)      My opinions are subject to and affected by: (1) any
                           bankruptcy, insolvency, avoidance, fraudulent
                           conveyance, reorganization, moratorium, or similar
                           laws affecting the rights and remedies of creditors
                           generally; and (2) general principles of equity
                           (whether considered in a proceeding in equity or at
                           law).

                  (E)      I express no opinion as to whether a court would
                           limit the exercise or enforcement of rights or
                           remedies by the Lenders under the Loan Documents: (1)
                           in the event of any default by the Company, if it is
                           determined that such default is not material or if
                           such exercise or enforcement is not reasonably
                           necessary for the protection of the Lenders; or (2)
                           if the exercise or enforcement thereof under the
                           circumstances would violate an implied covenant of
                           good faith and fair dealing.

                  (F)      Certain waivers and exculpatory clauses contained in
                           the Loan Documents may be limited or unenforceable.

                  (G)      No opinion is expressed with respect to the validity
                           or enforceability of those provisions of the Loan
                           Documents which purport by their terms to relieve any
                           party of, or to indemnify such party against, any
                           liability for such party's own negligence, gross
                           negligence, or willful misconduct, or to obligate the
                           Company to bear the legal and other expenses of any
                           other party.

                  (H)      I am authorized to practice law in Ohio, and no
                           opinion is expressed herein other than as to the laws
                           of the State of Ohio and federal law. With your
                           permission, for purposes of the opinion set forth in
                           paragraph 3, I have assumed that the substantive laws
                           of the State of Ohio, except for conflict of laws
                           principles, would govern the Loan Documents.

         In addition to the foregoing opinions, you have also requested my
opinion regarding whether an Ohio court would enforce the "choice of law"
provisions of the Loan Documents (the "CHOICE OF LAW PROVISIONS") against the
Company.

         In Schulke Radio Prod. v. Midwestern Broadcast, 453 N.E. 2d 683 (Ohio
1983), the Ohio Supreme Court held that the rule set forth in the Restatement of
Law 2d (1971) 561, Conflict of

                                       76
<PAGE>

Laws, Section 187, is to be applied in determining whether or not a contractual
choice of law provision will be enforced by an Ohio court. The relevant part of
Section 187 is set forth below:

                  "(2)     The law of the state chosen by the parties to govern
         their contractual rights and duties will be applied, even if the
         particular issue is one which the parties could not have resolved by an
         explicit provision in their agreement directed to that issue, unless
         either

                           (a)      the chosen state has no substantial
         relationship to the parties or the transaction and there is no other
         reasonable basis for the parties' choice, or

                           (b)      application of the law of the chosen state
         would be contrary to a fundamental policy of a state which has a
         materially greater interest than the chosen state in the determination
         of the particular issue and which, under the rule of ss. 188, would be
         the state of the applicable law in the absence of an effective choice
         of law by the parties."

         In Schulke, the agreement at issue included a term providing that it
was to be governed by New York law. One of the parties to the agreement was
located in New York and executed the agreement in New York. In addition,
performance under the agreement also took place in New York. Based upon the
foregoing, the Ohio Supreme Court concluded that New York did bear a substantial
relationship to the parties and the agreement. Schulke, 453 N.E. 2d 686.
Similarly, Comment (f) to Section 187 of the Restatement states that a
substantial relationship exists when the state of choice is where performance by
one of the parties is to take place or where one of the parties has its
principal place of business.

         In rendering the following opinion, I have assumed, with your approval
and without independent verification, that the following facts and statements
are true and accurate in all respects:

         (i)      The Administrative Agent's principal office is located in
                  Illinois;

         (ii)     The terms of the Loan Documents were negotiated by certain
                  representatives of the Administrative Agent from Illinois;

         (iii)    The Loan Documents are being executed by certain of the
                  Lenders in Illinois and are being delivered to the
                  Administrative Agent in Illinois;

         (iv)     In selecting the laws of the State of Illinois to govern the
                  Loan Documents, the parties acted in good faith and without an
                  intent to evade the law; and

         (v)      The application of the laws of the State of Illinois to the
                  Loan Documents will not be contrary to any fundamental policy
                  of any state which has a materially greater interest than the
                  State of Illinois in the determination of any particular
                  right, duty, or obligation of any party under the Loan
                  Documents.

                                       77
<PAGE>

         Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, I am of the opinion that it would be more likely
than not that an Ohio court would enforce the Choice of Law Provisions based
upon a determination by such court that the Loan Documents and the parties
thereto have a substantial relationship with the State of Illinois.

         The opinions set forth herein are given as of the date hereof, and I
disclaim any obligation to notify you or any other person or entity if any
change in fact or law, or both (whether statutory, regulatory, regulatory
interpretation or judicial interpretation), should change my opinion with
respect to any matter set forth herein. This opinion may be relied upon and is
solely for the benefit of the Addressees at the beginning of this opinion (and
also any Purchasers, but not any Participants), and it is not to be made
available to or relied upon by any other party or communicated or disclosed to
any other person without my prior written consent.

                               Sincerely,

                               Brian V. Pero

                               Assistant General Counsel-Finance and Real Estate

                                       78
<PAGE>

                                    EXHIBIT B
                             COMPLIANCE CERTIFICATE

                                            Date:_______________________________

_________________
Bank One, NA

_________________
_________________

Dear __________:

         This notice serves to confirm that, to the best of my knowledge,
Cardinal Health, Inc. (the "Company") has observed or performed in all material
respects all of the covenants, conditions and agreements contained in the
364-Day Credit Agreement, dated March 27, 2003 and each among the Company,
certain subsidiaries of the Company named therein, Bank One, NA, as
Administrative Agent, and the lenders named therein.

         Detailed calculations are attached.

         In addition, please find enclosed a copy of our most recent financial
statements as filed with the Securities and Exchange Commission.

                                  Sincerely,

                                  ______________________________________________
                                  [Chief Financial Officer/Controller/Treasurer]

                                       79
<PAGE>

                         SECTION 6.16 MINIMUM NET WORTH

                              [Insert calculation.]

                                       80
<PAGE>

                                    EXHIBIT C
                              ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") between (the "Assignor")
and (the "Assignee") is dated as of __________, _____. The parties hereto agree
as follows:

         1)       PRELIMINARY STATEMENT. The Assignor is a party to a 364-Day
     Credit Agreement dated as of March 27, 2003 (the "Agreement") among the
     Company, the Subsidiary Borrowers, the Lenders named therein, and Bank One,
     NA, as Administrative Agent (which, as it may be amended, modified, renewed
     or extended from time to time is herein called the "Credit Agreement")
     described in Item 1 of Schedule 1 attached hereto ("Schedule 1").
     Capitalized terms used herein and not otherwise defined herein shall have
     the meanings attributed to them in the Credit Agreement.

         2)       ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and
     assigns to the Assignee, and the Assignee hereby purchases and assumes from
     the Assignor, an interest in and to the Assignor's rights and obligations
     under the Credit Agreement and the other Loan Documents, such that after
     giving effect to such assignment the Assignee shall have purchased pursuant
     to this Assignment Agreement the percentage interest specified in Item 3 of
     Schedule 1 of all outstanding rights and obligations under the Credit
     Agreement and the other Loan Documents relating to the facilities listed in
     Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable
     Commitment has been terminated) purchased by the Assignee hereunder is set
     forth in Item 4 of Schedule 1.

         3)       EFFECTIVE DATE. The effective date of this Assignment
     Agreement (the "Effective Date") shall be the later of the date specified
     in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed
     to by the Administrative Agent) after this Assignment Agreement, together
     with any consents required under the Credit Agreement, are delivered to the
     Administrative Agent. In no event will the Effective Date occur if the
     payments required to be made by the Assignee to the Assignor on the
     Effective Date are not made on the proposed Effective Date.

         4)       PAYMENT OBLIGATIONS. In consideration for the sale and
     assignment of Loans hereunder, the Assignee shall pay the Assignor, on the
     Effective Date, the amount agreed to by the Assignor and the Assignee. On
     and after the Effective Date, the Assignee shall be entitled to receive
     from the Administrative Agent all payments of principal, interest and fees
     with respect to the interest assigned hereby. The Assignee will promptly
     remit to the Assignor any interest on Loans and fees received from the
     Administrative Agent which relate to the portion of the Commitment or Loans
     assigned to the Assignee hereunder for periods prior to the Effective Date
     and not previously paid by the Assignee to the Assignor. In the event that
     either party hereto receives any payment to which the other party hereto is
     entitled under this Assignment Agreement, then the party receiving such
     amount shall promptly remit it to the other party hereto.

         5)       RECORDATION FEE. The Assignor and Assignee each agree to pay
     one-half of the recordation fee required to be paid to the Administrative
     Agent in connection with this Assignment Agreement unless otherwise
     specified in Item 6 of Schedule 1.

         6)       REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
     LIABILITY. The Assignor represents and warrants that (i) it is the legal
     and beneficial owner of the interest being assigned by it hereunder, (ii)
     such interest is free and clear of any adverse claim created by the
     Assignor and (iii) the execution and delivery of this Assignment Agreement
     by the Assignor is duly authorized. It is understood and agreed that the
     assignment and assumption hereunder are made

                                       81
<PAGE>

     without recourse to the Assignor and that the Assignor makes no other
     representation or warranty of any kind to the Assignee. Neither the
     Assignor nor any of its officers, directors, employees, agents or attorneys
     shall be responsible for (i) the due execution, legality, validity,
     enforceability, genuineness, sufficiency or collectability of any Loan
     Document, including without limitation, documents granting the Assignor and
     the other Lenders a security interest in assets of the Company or any
     guarantor, (ii) any representation, warranty or statement made in or in
     connection with any of the Loan Documents, (iii) the financial condition or
     creditworthiness of the Company or any guarantor, (iv) the performance of
     or compliance with any of the terms or provisions of any of the Loan
     Documents, (v) inspecting any of the property, books or records of the
     Company, (vi) the validity, enforceability, perfection, priority,
     condition, value or sufficiency of any collateral securing or purporting to
     secure the Loans or (vii) any mistake, error of judgment, or action taken
     or omitted to be taken in connection with the Loans or the Loan Documents.

         7)       REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee
     (i) confirms that it has received a copy of the Credit Agreement, together
     with copies of the financial statements requested by the Assignee and such
     other documents and information as it has deemed appropriate to make its
     own credit analysis and decision to enter into this Assignment Agreement,
     (ii) agrees that it will, independently and without reliance upon the
     Administrative Agent, the Assignor or any other Lender and based on such
     documents and information at it shall deem appropriate at the time,
     continue to make its own credit decisions in taking or not taking action
     under the Loan Documents, (iii) appoints and authorizes the Administrative
     Agent to take such action as agent on its behalf and to exercise such
     powers under the Loan Documents as are delegated to the Administrative
     Agent by the terms thereof, together with such powers as are reasonably
     incidental thereto, (iv) confirms that the execution and delivery of this
     Assignment Agreement by the Assignee is duly authorized, (v) agrees that it
     will perform in accordance with their terms all of the obligations which by
     the terms of the Loan Documents are required to be performed by it as a
     Lender, (vi) agrees that its payment instructions and notice instructions
     are as set forth in the attachment to Schedule 1, (vii) confirms that none
     of the funds, monies, assets or other consideration being used to make the
     purchase and assumption hereunder are "plan assets" as defined under ERISA
     and that its rights, benefits and interests in and under the Loan Documents
     will not be "plan assets" under ERISA, (viii) agrees to indemnify and hold
     the Assignor harmless against all losses, costs and expenses (including,
     without limitation, reasonable attorneys' fees) and liabilities incurred by
     the Assignor in connection with or arising in any manner from the
     Assignee's non-performance of the obligations assumed under this Assignment
     Agreement, and (ix) if applicable, attaches the forms prescribed by the
     Internal Revenue Service of the United States certifying that the Assignee
     is entitled to receive payments under the Loan Documents without deduction
     or withholding of any United States federal income taxes.

         8)       GOVERNING LAW. This Assignment Agreement shall be governed by
     the internal law, and not the law of conflicts, of the State of Illinois.

         9)       NOTICES. Notices shall be given under this Assignment
     Agreement in the manner set forth in the Credit Agreement. For the purpose
     hereof, the addresses of the parties hereto (until notice of a change is
     delivered) shall be the address set forth in the attachment to Schedule 1.

         10)      COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement
     may be executed in counterparts. Transmission by facsimile of an executed
     counterpart of this Assignment Agreement shall be deemed to constitute due
     and sufficient delivery of such counterpart and such facsimile shall be
     deemed to be an original counterpart of this Assignment Agreement.

                                       82
<PAGE>

IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have
executed this Assignment Agreement by executing Schedule 1 hereto as of the date
first above written.

                                       83
<PAGE>

                                   SCHEDULE 1
                             TO ASSIGNMENT AGREEMENT

1)       Description and Date of Credit Agreement:

2)       Date of Assignment Agreement: _____________ , 200__

3)       Amounts (As of Date of Item 2 above):

                                 Facility
                                 ________

a.       Assignee's percentage
         of Facility purchased
         under the Assignment
         Agreement ***, ****      ____%

b.       Amount of Facility
         purchased under the
         Assignment Agreement
         ***, ****                $____    _____________________________________

4)      Assignee's Commitment (or Loans
        with respect to terminated
        Commitments) purchased hereuner:  $_____________________________________

5)      Proposed Effective Date:          ______________________________________
                                          N/A
6)      Non-standard Recordation Fee      [Assignor/Assignee to pay 100% of fee]
        Arrangement                       [Fee waived by Administrative Agent]

                                       84
<PAGE>

Accepted and Agreed:
[NAME OF ASSIGNOR]                                      [NAME OF ASSIGNEE]

By: _______________________________                     By: ____________________
Title: ____________________________                     Title: _________________

ACCEPTED AND CONSENTED TO BY                            ACCEPTED AND CONSENTED
                                                        TO BY
[NAME OF COMPANY]                                       [NAME OF AGENT]

By: _______________________________                     By: ____________________
Title: ____________________________                     Title: _________________
*Insert specific facility names per Credit Agreement
**Percentage taken to 10 decimal places
***If fee is split 50-50, pick N/A as option
****Assignments must be pro rata

                                       85
<PAGE>

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

Attach Assignor's Administrative Information Sheet, which must include notice
addresses for the Assignor and the Assignee
(Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:
Name: _______________________________________ Telephone No.: ___________________
Fax No.: ____________________________________ Telex No.: _______________________
                                              Answerback: ______________________
PAYMENT INFORMATION:
Name & ABA # of Destination Bank: ______________________________________________
___________________________________________________________________________
Account Name & Number for Wire Transfer: _______________________________________
                                         _______________________________________

Other Instructions: ____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Address for Notices for Assignor: ______________________________________________
________________________________________________________________________________
________________________________________________________________________________

ASSIGNEE INFORMATION
CREDIT CONTACT:

Name: ______________________________________ Telephone No.: ____________________
Fax No.: ___________________________________ Telex No.: ________________________
                                             Answerback: _______________________

                                       86
<PAGE>

KEY OPERATIONS CONTACTS:
Booking Installation: _______________________ Booking Installation: ____________
Name: _______________________________________ Name: ____________________________
Telephone No.: ______________________________ Telephone No.: ___________________
Fax No.: ____________________________________ Fax No.: _________________________
Telex No.: __________________________________ Telex No.: _______________________
Answerback: _________________________________ Answerback: ______________________

                              PAYMENT INFORMATION:

Name & ABA # of Destination Bank: ______________________________________________

Account Name & Number for Wire Transfer: _______________________________________
________________________________________________________________________________
________________________________________________________________________________

Other Instructions: ____________________________________________________________
________________________________________________________________________________

Address for Notices for Assignee: ______________________________________________
________________________________________________________________________________

                                       87
<PAGE>

                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Administrative Agent (the "Administrative Agent") under the Credit Agreement
Described Below.

Re:      Credit Agreement, dated March 27, 2003 (as the same may be amended or
         modified, the "Credit Agreement"), among Cardinal Health, Inc. (the
         "Company"), the Lenders named therein and the Administrative Agent.
         Capitalized terms used herein and not otherwise defined herein shall
         have the meanings assigned thereto in the Credit Agreement.

         The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Company, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Company in
accordance with Section 13.1 of the Credit Agreement or based on any telephonic
notice made in accordance with Section 2.15 of the Credit Agreement.

Facility Identification Number(s) ______________________________________________
Customer/Account Name __________________________________________________________
Transfer Funds To ______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

For Account No. ________________________________________________________________
Reference/Attention To _________________________________________________________
Authorized Officer (Customer Representative)     Date

______________________________                   _______________________________
(Please Print)                                            Signature

Bank Officer Name                                Date
_________________________________                _______________________________
(Please Print)                                            Signature

                                       88
<PAGE>

                                    EXHIBIT E
                                      NOTE

                                                                          [Date]

Cardinal Health, Inc., an Ohio corporation (the "Borrower"), promises to pay to
the order of ____________________________________ (the "Lender") the aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant
to Article II of the Agreement (as hereinafter defined), in immediately
available funds at the place specified pursuant to Article II of the Agreement
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Agreement. The Borrower shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Facility Termination
Date.

The Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Loan and the date and amount of each principal payment
hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the 364-Day Credit Agreement dated as of March 27, 2003 (which, as
it may be amended or modified and in effect from time to time, is herein called
the "Agreement"), among the Borrower, the Subsidiary Borrowers and the lenders
party thereto, including the Lender, and Bank One, NA, as Administrative Agent,
to which Agreement reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. This Note is
guaranteed pursuant to the Guaranty, as more specifically described in the
Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the Agreement.

This Note shall be governed by the internal law, and not the law of conflicts,
of the State of Illinois.

                                             By: _______________________________
                                             Print Name: _______________________
                                             Title: ____________________________

                                       89
<PAGE>

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                             NOTE OF ______________,
                              DATED ______________,

<TABLE>
<CAPTION>
                              Principal Amount        Maturity of        Principal Amount
            Date                  of Loan           Interest Period            Paid            Unpaid Balance
--------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                  <C>                   <C>
</TABLE>

                                       90
<PAGE>

                                   SCHEDULE 1
                   LIST OF CARDINAL HEALTH, INC. SUBSIDIARIES
                (In Alphabetical Order - as of January 31, 2003)
                          (See Sections 5.8 and 6.11)

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
1.    Abilene Nuclear, LLC                                          Texas            -    Cardinal Health, Inc. indirectly
                                                                                          owns 80%
--------------------------------------------------------------------------------------------------------------------------------
2.    Alcon - Building Branch                                    Puerto Rico         *
--------------------------------------------------------------------------------------------------------------------------------
3.    Allcaps Weichgelatinkapseln GmbH & Co. KG                    Germany           *
--------------------------------------------------------------------------------------------------------------------------------
4.    Allcaps Weichgelatinkapseln Verwaltungs GmbH                 Germany           *
--------------------------------------------------------------------------------------------------------------------------------
5.    Allegiance (BVI) Holdings Co. Ltd.                    British Virgin Islands   *
--------------------------------------------------------------------------------------------------------------------------------
6.    Allegiance AB                                                 Sweden           *
--------------------------------------------------------------------------------------------------------------------------------
7.    Allegiance B.V.                                            Netherlands         *
--------------------------------------------------------------------------------------------------------------------------------
8.    Allegiance Corporation                                       Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
9.    Allegiance De Mexico, S.A. De C.V.                            Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
10.   Allegiance Healthcare (Labuan) Pte. Ltd.                     Malaysia          *
--------------------------------------------------------------------------------------------------------------------------------
11.   Allegiance Healthcare (Thailand) Ltd.                        Thailand          *
--------------------------------------------------------------------------------------------------------------------------------
12.   Allegiance Healthcare Canada Inc.                             Canada           *
--------------------------------------------------------------------------------------------------------------------------------
13.   Allegiance Healthcare Deutschland GmbH                       Germany           *
--------------------------------------------------------------------------------------------------------------------------------
14.   Allegiance Healthcare Deutschland Holding GmbH               Germany           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       91
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
15.   Allegiance Healthcare Distribution GmbH                      Austria           *
--------------------------------------------------------------------------------------------------------------------------------
16.   Allegiance Healthcare GmbH                                 Switzerland         *
--------------------------------------------------------------------------------------------------------------------------------
17.   Allegiance Healthcare Holding B.V.                         Netherlands         *
--------------------------------------------------------------------------------------------------------------------------------
18.   Allegiance Healthcare International GmbH                     Austria           *
--------------------------------------------------------------------------------------------------------------------------------
19.   Allegiance Healthcare Limited                             United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
20.   Allegiance International Manufacturing (Bermuda)             Bermuda           *
      Ltd.
--------------------------------------------------------------------------------------------------------------------------------
21.   Allegiance K. K.                                              Japan            *
--------------------------------------------------------------------------------------------------------------------------------
22.   Allegiance Labuan Holdings Pte. Ltd.                         Malaysia          *
--------------------------------------------------------------------------------------------------------------------------------
23.   Allegiance Medica S.R.L.                                      Italy            *
--------------------------------------------------------------------------------------------------------------------------------
24.   Allegiance S.L.                                               Spain            *
--------------------------------------------------------------------------------------------------------------------------------
25.   Allegiance S.P.R.L.                                          Belgium           *
--------------------------------------------------------------------------------------------------------------------------------
26.   Allegiance Sante S.A.S                                        France           *
--------------------------------------------------------------------------------------------------------------------------------
27.   Allegiance Trading GmbH                                    Switzerland         *
--------------------------------------------------------------------------------------------------------------------------------
28.   Alsyn Corporativos, S.A. de C.V.                              Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
29.   Anem-IX S.A.R.L.                                              France           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       92
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
30.   Arclight Systems LLC                                         Delaware          -    Cardinal indirectly has a 36.2% equity
                                                                                     ownership. This ownership % will decrease
                                                                                     over time (ultimately to 20%.)

                                                                                     -    Several other retail drugstore chains
                                                                                     own the rest of the units.
--------------------------------------------------------------------------------------------------------------------------------
31.   Armand Scott, Inc.                                           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
32.   Axiom Healthcare Services Pty. Ltd.                         Australia          *
--------------------------------------------------------------------------------------------------------------------------------
33.   Bauer Branc                                             Dominican Republic     *
--------------------------------------------------------------------------------------------------------------------------------
34.   Becquerel & Sievert Co., Ltd.                                 Taiwan           *
--------------------------------------------------------------------------------------------------------------------------------
35.   Beijing Syncor Medicine Corporation, Ltd.                     China            -    Cardinal Health, Inc. indirectly owns
                                                                                     89.5%
--------------------------------------------------------------------------------------------------------------------------------
36.   Beijing Syncor Star Medicine Technology Co., Ltd.             China            *
--------------------------------------------------------------------------------------------------------------------------------
37.   BLP-Dover Acquisition Corp.                                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
38.   BLP-Liberty Acquisition Corp.                                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
39.   Boron LePore, Inc.                                           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
40.   C. International, Inc.                                         Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
41.   Cardal, Inc.                                                   Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
42.   Cardinal Distribution Holding Corporation - I                 Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
43.   Cardinal Distribution Holding Corporation - II                Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       93
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
44.   Cardinal Health (Europe) GmbH                              Switzerland         *
--------------------------------------------------------------------------------------------------------------------------------
45.   Cardinal Health 100, Inc.                                    Indiana           *
      (f/k/a Bindley Western Industries, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
46.   Cardinal Health 101, Inc.                                    Delaware          *
      (f/k/a Cardinal Health Provider Pharmacy Services,
      Inc.)
--------------------------------------------------------------------------------------------------------------------------------
47.   Cardinal Health 102, Inc.                                      Ohio            *
      (f/k/a Cardinal Health Staffing Network, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
48.   Cardinal Health 103, Inc.                                  Mississippi         *
      (f/k/a Cardinal Southeast, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
49.   Cardinal Health 104 LP                                         Ohio            *
      (f/k/a Cardinal Distribution LP)
--------------------------------------------------------------------------------------------------------------------------------
50.   Cardinal Health 105, Inc.                                      Ohio            *
      (f/k/a CORD Logistics, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
51.   Cardinal Health 106, Inc.                                 Massachusetts        *
      (f/k/a James W. Daly, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
52.   Cardinal Health 107, Inc.                                      Ohio            *
      (f/k/a National Pharmpak Services, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
53.   Cardinal Health 108, Inc.                                   Tennessee          *
      (f/k/a National Specialty Services, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
54.   Cardinal Health 109, Inc.                                     Texas            *
      (f/k/a Owen Healthcare, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
55.   Cardinal Health 110, Inc.                                    Delaware          *
      (f/k/a Whitmire Distribution Corporation)
--------------------------------------------------------------------------------------------------------------------------------
56.   Cardinal Health 2, Inc.                                       Nevada           *
      (f/k/a The Griffin Group, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
57.   Cardinal Health 200, Inc.                                    Delaware          *
      (f/k/a Allegiance Healthcare Corporation)
--------------------------------------------------------------------------------------------------------------------------------
58.   Cardinal Health 201, Inc.                                    Delaware          *
      (f/k/a Allegiance Healthcare International, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       94
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
59.   Cardinal Health 3, Inc.                                       Nevada           *
      (f/k/a Red Wing Data Corporation)
--------------------------------------------------------------------------------------------------------------------------------
60.   Cardinal Health 301, Inc.                                    Delaware          *
      (f/k/a Pyxis Corporation)
--------------------------------------------------------------------------------------------------------------------------------
61.   Cardinal Health 400, Inc.                                    Illinois          *
      (f/k/a Automatic Liquid Packaging, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
62.   Cardinal Health 401, Inc.                                    Delaware          *
      (f/k/a Boron, LePore & Associates, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
63.   Cardinal Health 402, Inc.                                    Delaware          *
      (f/k/a Cardinal Health Pharmaceutical
      Technologies &
      Services Center, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
64.   Cardinal Health 403, Inc.                                    Delaware          *
      (f/k/a Enhanced Derm Technologies, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
65.   Cardinal Health 404, Inc.                                    Delaware          *
      (f/k/a International Processing Corporation)
--------------------------------------------------------------------------------------------------------------------------------
66.   Cardinal Health 405, Inc.                                 North Carolina       *
      (f/k/a Magellan Pharmaceutical Development, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
67.   Cardinal Health 406, Inc.                                  Pennsylvania        *
      (f/k/a Packaging Coordinators, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
68.   Cardinal Health 407, Inc.                                    Delaware          *
      (f/k/a PCI Services, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
69.   Cardinal Health 408, Inc.                                   New Jersey         *
      (f/k/a PCI, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
70.   Cardinal Health 409, Inc.                                    Delaware          *
      (f/k/a R.P. Scherer Corporation)
--------------------------------------------------------------------------------------------------------------------------------
71.   Cardinal Health 410, Inc.                                    Delaware          *
      (f/k/a R.P. Scherer West, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
72.   Cardinal Health 411, Inc.                                      Ohio            *
      (f/k/a RedKey, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
73.   Cardinal Health 412, Inc.                                    Georgia           *
      (f/k/a Central Pharmacy Services, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       95
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
74.   Cardinal Health 413, Inc.                                    Delaware          *
      (f/k/a PCI West, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
75.   Cardinal Health 414, Inc.                                    Delaware          *
      (f/k/a Syncor International Corporation)
--------------------------------------------------------------------------------------------------------------------------------
76.   Cardinal Health 415, Inc.                                    Delaware          *
      (f/k/a Syncor Management Corporation)
--------------------------------------------------------------------------------------------------------------------------------
77.   Cardinal Health 416, Inc.                                    Delaware          *
      (f/k/a PCI Services II, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
78.   Cardinal Health 417, Inc.                                    Delaware          *
      (f/k/a PCI Services III, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
79.   Cardinal Health Australia 200 Pty Ltd                       Australia          *
      (f/k/a Allegiance Healthcare Pty Ltd)
--------------------------------------------------------------------------------------------------------------------------------
80.   Cardinal Health Brasil 402 Ltda.                              Brazil           *
      (f/k/a R.P. Scherer do Brasil Encapsulacoes, Ltda.)
--------------------------------------------------------------------------------------------------------------------------------
81.   Cardinal Health Canada 301, Inc.                              Canada           *
      (f/k/a H.E.N. Inc.)
--------------------------------------------------------------------------------------------------------------------------------
82.   Cardinal Health Canada 302, Inc.                              Canada           *
      (f/k/a Pyxis Healthcare Systems, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
83.   Cardinal Health Canada 403, Inc.                              Canada           *
      (f/k/a R.P. Scherer Canada Inc.)
--------------------------------------------------------------------------------------------------------------------------------
84.   Cardinal Health Capital Corporation                            Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
85.   Cardinal Health Finance                                   United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
86.   Cardinal Health Funding, LLC                                  Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
87.   Cardinal Health GbR                                          Germany           *
--------------------------------------------------------------------------------------------------------------------------------
88.   Cardinal Health Germany GmbH                                 Germany           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       96
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
89.   Cardinal Health Holding GmbH                                 Germany           *
--------------------------------------------------------------------------------------------------------------------------------
90.   Cardinal Health Holding International, Inc.                 New Jersey         *
--------------------------------------------------------------------------------------------------------------------------------
91.   Cardinal Health Holding Pty Ltd                             Australia          *
--------------------------------------------------------------------------------------------------------------------------------
92.   Cardinal Health Holdings Ltd.                             United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
93.   Cardinal Health I, Inc.                                       Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
94.   Cardinal Health International Ventures, Ltd.                 Barbados          *
--------------------------------------------------------------------------------------------------------------------------------
95.   Cardinal Health Ireland 406 Ltd.                             Ireland           *
      (f/k/a Cardinal Health Technologies Ltd.)
--------------------------------------------------------------------------------------------------------------------------------
96.   Cardinal Health Japan 408 K.K.                                Japan            *
      (f/k/a R.P. Scherer K.K.)
--------------------------------------------------------------------------------------------------------------------------------
97.   Cardinal Health Lease Funding 2002A LLC                      Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
98.   Cardinal Health Lease Funding 2002AQ LLC                     Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
99.   Cardinal Health Malaysia 211 Sdn. Bhd.                       Malaysia          *
      (f/k/a Allegiance Healthcare Sdn. Bhd.)
--------------------------------------------------------------------------------------------------------------------------------
100.  Cardinal Health Manufacturing Services B. V.             The Netherlands       *
--------------------------------------------------------------------------------------------------------------------------------
101.  Cardinal Health N.Z. 217 Limited                           New Zealand         *
      [f/k/a Cardinal Health (N.Z.) Limited]
--------------------------------------------------------------------------------------------------------------------------------
102.  Cardinal Health P.R. 218, Inc.                             Puerto Rico         *
      (f/k/a Allegiance PRO, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
103.  Cardinal Health P.R. 410, Inc.                             Puerto Rico         *
      (f/k/a PCI Services I, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
104.  Cardinal Health PTS, Inc.                                    Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       97
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
105.  Cardinal Health Systems, Inc.                                  Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
106.  Cardinal Health Technologies, LLC                             Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
107.  Cardinal Health, Inc.                                          Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
108.  Cardinal.com Holdings, Inc.                                   Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
109.  Cascade Development, Inc.                                     Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
110.  CDI Investments, Inc.                                        Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
111.  Central Source, Inc.                                         Alabama           *
--------------------------------------------------------------------------------------------------------------------------------
112.  Cheng du Syncor Pharmaceutical Co., Ltd.                      China            *
--------------------------------------------------------------------------------------------------------------------------------
113.  Cirmex de Chihuahua S.A. de C.V.                              Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
114.  Cirpro de Delicias S.A. de C.V.                               Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
115.  CMI Net, Inc.                                                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
116.  Comprehensive Medical Imaging Centers, Inc.                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
117.  Comprehensive Medical Imaging, Inc.                          Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
118.  Comprehensive Medical Imaging--Anaheim Hills, Inc.           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
119.  Comprehensive Medical Imaging--Apple Valley, Inc.            Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
120.  Comprehensive Medical Imaging--Bakersfield, Inc.             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       98
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
121.  Comprehensive Medical Imaging--Biltmore, Inc.                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
122.  Comprehensive Medical Imaging--Boynton Beach, Inc.           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
123.  Comprehensive Medical Imaging--Downey, Inc.                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
124.  Comprehensive Medical Imaging--Encino, Inc.                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
125.  Comprehensive Medical Imaging--Fairfax, Inc.                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
126.  Comprehensive Medical Imaging--Fort Lauderdale,              Delaware          *
      Inc.
--------------------------------------------------------------------------------------------------------------------------------
127.  Comprehensive Medical Imaging--Fremont, Inc.                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
128.  Comprehensive Medical Imaging--Hesperia, Inc.                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
129.  Comprehensive Medical Imaging--Huntington Beach,             Delaware          *
      Inc.
--------------------------------------------------------------------------------------------------------------------------------
130.  Comprehensive Medical Imaging--Palm Beach  Gardens,          Delaware          *
      Inc.
--------------------------------------------------------------------------------------------------------------------------------
131.  Comprehensive Medical Imaging--Palm Springs, Inc.            Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
132.  Comprehensive Medical Imaging--Rancho Cucamonga,             Delaware          *
      Inc.
--------------------------------------------------------------------------------------------------------------------------------
133.  Comprehensive Medical Imaging--Rancho Mirage, Inc.           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
134.  Comprehensive Medical Imaging--Salisbury, Inc.               Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
135.  Comprehensive Medical Imaging--San Francisco, Inc.           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
136.  Comprehensive Medical Imaging--Santa Maria, Inc.             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       99
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
137.  Comprehensive Medical Imaging--Sherman Oaks, Inc.            Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
138.  Comprehensive Medical Imaging--Tempe, Inc.                   Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
139.  Comprehensive Medical Imaging--Van Nuys, Inc.                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
140.  Comprehensive Medical Imaging--Victorville, Inc.             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
141.  Comprehensive Medical Imaging--Westlake Village,             Delaware          *
      Inc.
--------------------------------------------------------------------------------------------------------------------------------
142.  Comprehensive OPEN MRI - Carmichael, Inc.                    Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
143.  Comprehensive OPEN MRI--Carmichael/Folsom, LLC               California        *
--------------------------------------------------------------------------------------------------------------------------------
144.  Comprehensive OPEN MRI--East Mesa, Inc.                      Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
145.  Comprehensive OPEN MRI--Folsom, Inc.                         Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
146.  Comprehensive OPEN MRI--Fullerton, Inc.                      Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
147.  Comprehensive OPEN MRI--Garland, Inc.                         Texas            *
--------------------------------------------------------------------------------------------------------------------------------
148.  Comprehensive OPEN MRI--Laguna Hills, Inc.                   Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
149.  Comprehensive OPEN MRI--Sacramento, Inc.                     Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
150.  Consumer2Patient, Inc.                                       Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
151.  Converters Branch                                       Dominican Republic     *
--------------------------------------------------------------------------------------------------------------------------------
152.  Convertors de Mexico S.A. de C.V.                             Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       100
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
153.  Corona Regional Medical Imaging, LLC                        California         *
-----------------------------------------------------------------------------------------------------------------------------------
154.  Desert PET, LLC                                             California         -    Cardinal Health, Inc. indirectly owns 99%
-----------------------------------------------------------------------------------------------------------------------------------
155.  Diagnostic Purchasing Group, Inc.                            Delaware          *
-----------------------------------------------------------------------------------------------------------------------------------
156.  Diversicor International Ltd.                                Bahamas           *
      (This company is being dissolved)
-----------------------------------------------------------------------------------------------------------------------------------
157.  Dutch American Manufacturers (D.A.M.) B.V.                 Netherlands         *
-----------------------------------------------------------------------------------------------------------------------------------
158.  EGIS Holdings, Inc.                                          Delaware          *
-----------------------------------------------------------------------------------------------------------------------------------
159.  Ellipticare, LLC                                             Delaware          *
-----------------------------------------------------------------------------------------------------------------------------------
160.  Eon Media Inc.                                               Delaware          *
-----------------------------------------------------------------------------------------------------------------------------------
161.  EPIC Insurance Company                                       Vermont           *
-----------------------------------------------------------------------------------------------------------------------------------
162.  Eurovac Limited                                               Malta            *
-----------------------------------------------------------------------------------------------------------------------------------
163.  F&F Holding GmbH                                             Germany           *
-----------------------------------------------------------------------------------------------------------------------------------
164.  Gala Design, Inc.                                            Delaware          -    Cardinal Health, Inc. owns 60.8%
-----------------------------------------------------------------------------------------------------------------------------------
165.  Global Healthcare Exchange, LLC                              Delaware          -    A Delaware limited liability company
                                                                                     of which HealthNexis LLC acquired a 20%
                                                                                     equity interest. Cardinal Health, Inc.
                                                                                     owns approximately 6%
-----------------------------------------------------------------------------------------------------------------------------------
166.  Greenville MRI, Ltd.                                          Texas            -    Cardinal Health, Inc. indirectly owns
                                                                                     62.72%
-----------------------------------------------------------------------------------------------------------------------------------
167.  Griffin Capital, LLC                                          Nevada           *
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       101
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
168.  Griffin Group Document Management Services, Inc.              Nevada           *
      (f/k/a Supplyline Holdings, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
169.  Heartland Diagnostic Services, Inc.                         Wisconsin          *
--------------------------------------------------------------------------------------------------------------------------------
170.  Herd Mundy Richardson (Holdings) Limited                  United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
171.  Herd Mundy Richardson Limited                             United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
172.  IMI Diagnostic Center, Inc.                                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
173.  IMI of Arlington, Inc.                                       Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
174.  IMI of Boca Raton, Inc.                                      Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
175.  IMI of Kansas City, Inc.                                     Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
176.  IMI of Miami, Inc.                                           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
177.  IMI of North Miami Beach, Inc.                               Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
178.  IMI-NET, Inc.                                                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
179.  InGel Technologies Ltd.                                   United Kingdom       -    Cardinal Health, Inc. indirectly owns
                                                                                     5%.
--------------------------------------------------------------------------------------------------------------------------------
180.  Inland Empire Regional PET Center, LLC                      California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
181.  InteCardia-TN East Catheterization, LLC                     Tennessee          -    Cardinal Health, Inc. indirectly owns
                                                                                     75%
--------------------------------------------------------------------------------------------------------------------------------
182.  InteCardia-TN East Diagnostic, LLC                        North Carolina       *
--------------------------------------------------------------------------------------------------------------------------------
183.  International Capsule Company S.r.l.                          Italy            *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       102
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
184.  International Medical Products B.V.                        Netherlands         *
--------------------------------------------------------------------------------------------------------------------------------
185.  Jefferson MRI, JV                                             Texas            *
--------------------------------------------------------------------------------------------------------------------------------
186.  Jefferson MRI--Bala, JV                                       Texas            *
--------------------------------------------------------------------------------------------------------------------------------
187.  Killilea Development Company, Ltd.                             Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
188.  Lake Charles Pharmaceutical and Medical Equipment           Louisiana          -    Cardinal Health, Inc. has indirect
      Supply Company, L.L.C.                                                         partial ownership.
--------------------------------------------------------------------------------------------------------------------------------
189.  Leader Drugstores, Inc.                                      Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
190.  Los Gatos Imaging Center, JV                                  Texas            *
--------------------------------------------------------------------------------------------------------------------------------
191.  Managed Pharmacy Benefits, Inc.                              Missouri          *
--------------------------------------------------------------------------------------------------------------------------------
192.  Medcon S.A.                                                 Luxembourg         *
--------------------------------------------------------------------------------------------------------------------------------
193.  Medical Diagnostic Leasing, Inc.                             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
194.  Medical Education Systems, Inc.                              Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
195.  Medical Media Communications, Inc.                           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
196.  Medicine Shoppe Capital Corporation                           Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
197.  Medicine Shoppe International, Inc.                          Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
198.  Medicine Shoppe Internet, Inc.                               Missouri          *
--------------------------------------------------------------------------------------------------------------------------------
199.  MediQual Systems, Inc                                        Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       103
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
200.  Meditrol Automation Systems, Inc.                             Texas            *
--------------------------------------------------------------------------------------------------------------------------------
201.  Meditrol, Inc.                                                Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
202.  Mesa MRI, JV                                                  Texas            *
--------------------------------------------------------------------------------------------------------------------------------
203.  Moresville, Limited                                       United Kingdom       -    Cardinal Heath, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
204.  Mountain View MRI, JV                                         Texas            *
--------------------------------------------------------------------------------------------------------------------------------
205.  MRI Equipment Partners, Ltd.                                  Texas            -    Cardinal Health, Inc. indirectly owns
                                                                                     59.16%
--------------------------------------------------------------------------------------------------------------------------------
206.  MRI of Woodbridge, JV                                         Texas            *
--------------------------------------------------------------------------------------------------------------------------------
207.  Multi-Medica S.A.                                            Belgium           *
--------------------------------------------------------------------------------------------------------------------------------
208.  NewHealthCo LLC                                              Delaware          -    Cardinal Health, Inc. owns 31.029%
--------------------------------------------------------------------------------------------------------------------------------
209.  Orange County Regional PET Center-Irvine, LLC               California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
210.  Owen Healthcare Building, Inc.                                Texas            *
--------------------------------------------------------------------------------------------------------------------------------
211.  Owen Shared Services, Inc.                                    Texas            *
--------------------------------------------------------------------------------------------------------------------------------
212.  PCI Holdings (UK) Co.                                     United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
213.  PCI/Acquisition III, Inc.                                    Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
214.  Pharmaceutical and Diagnostic Services, Inc.                   Utah            -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
215.  Pharmacy Automated Systems Incorporated Sdn Bhd              Malaysia          -    Amend:  Cardinal Health, Inc.
                                                                                     indirectly owns 5%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       104
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
216.  Pharmacy Operations of New York, Inc.                        New York          *
--------------------------------------------------------------------------------------------------------------------------------
217.  Pharmacy Operations, Inc.                                    Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
218.  Pharmatopes (Proprietary) Limited                          South Africa        *
--------------------------------------------------------------------------------------------------------------------------------
219.  Phillipi Holdings, Inc.                                        Ohio            *
--------------------------------------------------------------------------------------------------------------------------------
220.  Phoenix Regional PET Center-Thunderbird, LLC                 Arizona           -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
221.  PhR Staffing, Inc.                                            Texas            *
--------------------------------------------------------------------------------------------------------------------------------
222.  Physicians Purchasing, Inc.                                   Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
223.  Pinnacle Intellectual Property Services                       Nevada           *
      International, Inc.
--------------------------------------------------------------------------------------------------------------------------------
224.  Pinnacle Intellectual Property Services, Inc.                 Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
225.  Princeton Diagnostic Isotopes, Inc.                       West Virginia        *
--------------------------------------------------------------------------------------------------------------------------------
226.  Productos Urologos de Mexico S.A. de C.V                      Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
227.  Professional Health-Care Resources, Inc.                      Texas            *
--------------------------------------------------------------------------------------------------------------------------------
228.  Pyxis Funding II, LLC                                        Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
229.  Pyxis Funding, LLC                                           Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
230.  Quiroproductos de Cuauhtemoc S.A. de C.V.                     Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
231.  R. P. Scherer Limited                                     United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       105
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
232.  R.P. Scherer (Europe) AG                                   Switzerland         *
--------------------------------------------------------------------------------------------------------------------------------
233.  R.P. Scherer (Spain) S.A.                                     Spain            *
--------------------------------------------------------------------------------------------------------------------------------
234.  R.P. Scherer Argentina S.A.I.C.                             Argentina          *
--------------------------------------------------------------------------------------------------------------------------------
235.  R.P. Scherer DDS B.V.                                      Netherlands         *
--------------------------------------------------------------------------------------------------------------------------------
236.  R.P. Scherer Egypt                                            Egypt            -    Cardinal Health, Inc. indirectly owns
                                                                                     10%
--------------------------------------------------------------------------------------------------------------------------------
237.  R.P. Scherer GmbH & Co. KG                                   Germany           *
--------------------------------------------------------------------------------------------------------------------------------
238.  R.P. Scherer Holdings II Limited                          United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
239.  R.P. Scherer Holdings Limited                             United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
240.  R.P. Scherer Holdings Pty. Ltd.                             Australia          *
--------------------------------------------------------------------------------------------------------------------------------
241.  R.P. Scherer Inc.                                           New Jersey         *
--------------------------------------------------------------------------------------------------------------------------------
242.  R.P. Scherer Production S.A.                                  France           *
--------------------------------------------------------------------------------------------------------------------------------
243.  R.P. Scherer S.A.                                             France           *
--------------------------------------------------------------------------------------------------------------------------------
244.  R.P. Scherer S.p.A.                                           Italy            *
--------------------------------------------------------------------------------------------------------------------------------
245.  R.P. Scherer Technologies, Inc.                               Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
246.  R.P. Scherer Verwaltungs GmbH                                Germany           -    Cardinal Health, Inc. indirectly owns
                                                                                     51%
--------------------------------------------------------------------------------------------------------------------------------
247.  Radiopharmacy of Boise, Inc.                                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       106
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
248.  Radiopharmacy of Lafayette, Inc.                             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
249.  Radiopharmacy of Northern California, Inc.                  California         *
--------------------------------------------------------------------------------------------------------------------------------
250.  Ransdell Surgical, Inc.                                      Kentucky          *
--------------------------------------------------------------------------------------------------------------------------------
251.  Riverside MRI, JV                                             Texas            *
--------------------------------------------------------------------------------------------------------------------------------
252.  RPS Technical Services, Inc.                                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
253.  R(x)ealTIME, Inc.                                             Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
254.  Sacramento High Field OPEN MRI, LLC                         California         -    Cardinal Health, Inc. indirectly owns
                                                                                     51%
--------------------------------------------------------------------------------------------------------------------------------
255.  San Fernando Valley Regional PET Center, LLC                California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
256.  Santa Cruz Comprehensive Imaging LLC                        California         -    Cardinal Health, Inc. indirectly owns
                                                                                     57%
--------------------------------------------------------------------------------------------------------------------------------
257.  Santa Maria MRI, LLC                                        California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
258.  Scela, Inc.                                                  Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
259.  Scherer DDS Limited                                       United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
260.  Shanghai Syncor Pharmaceutical Co., Ltd.                      China            -    Cardinal Health, Inc. indirectly owns
                                                                                     83.67%
--------------------------------------------------------------------------------------------------------------------------------
261.  Sierra Radiopharmacy, LLC                                     Nevada           -    Cardinal Health, Inc. indirectly owns
                                                                                     51%
--------------------------------------------------------------------------------------------------------------------------------
262.  SOS Medical System S.A.R.L.                                   France           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       107
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
263.  Source Medical Corporation                                    Canada           -    Cardinal Health, Inc. indirectly owns
                                                                                     50% of common shares & 100% of preferred
                                                                                     share (1 share)
--------------------------------------------------------------------------------------------------------------------------------
264.  STI Deutschland GmbH Surgical Technologies                   Germany           *
      International
--------------------------------------------------------------------------------------------------------------------------------
265.  Strategic Implications International, Inc.                   Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
266.  Supplyline Technologies Limited                              Ireland           *
--------------------------------------------------------------------------------------------------------------------------------
267.  Surgical Technologies B.V.                                 Netherlands         *
--------------------------------------------------------------------------------------------------------------------------------
268.  Surgi-Tech Europa Divisione Surgi-Tech Italia SRL             Italy            *
--------------------------------------------------------------------------------------------------------------------------------
269.  Syncor (Nanjing) Medical Science Company, Ltd.                China            *
--------------------------------------------------------------------------------------------------------------------------------
270.  Syncor (Nanjing) Medical Science Company, Ltd.                China            *
      Beijing Branch Branch of Syncor (Nanjing)
--------------------------------------------------------------------------------------------------------------------------------
271.  Syncor (Trinidad & Tobago) Unlimited                    Trinidad & Tobago      *
--------------------------------------------------------------------------------------------------------------------------------
272.  Syncor Advanced Isotopes, LLC                                Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
273.  Syncor Australia Pty Ltd.                                   Australia          *
--------------------------------------------------------------------------------------------------------------------------------
274.  Syncor Belgium SPRL                                          Belgium           *
--------------------------------------------------------------------------------------------------------------------------------
275.  Syncor Cardiology Services, LLC                              Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
276.  Syncor de Colombia Ltda.                                     Colombia          *
--------------------------------------------------------------------------------------------------------------------------------
277.  Syncor de Mexico S. de R.L. de C.V.                           Mexico           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       108
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
278.  Syncor Diagnostics Bakersfield, LLC                         California         *
--------------------------------------------------------------------------------------------------------------------------------
279.  Syncor Diagnostics Dallas, LLC                                Texas            *
--------------------------------------------------------------------------------------------------------------------------------
280.  Syncor Diagnostics Encino, LLC                              California         *
--------------------------------------------------------------------------------------------------------------------------------
281.  Syncor Diagnostics Fullerton LLC                            California         *
--------------------------------------------------------------------------------------------------------------------------------
282.  Syncor Diagnostics Laguna Hills LLC                         California         *
--------------------------------------------------------------------------------------------------------------------------------
283.  Syncor Diagnostics Plano, LLC                                 Texas            *
--------------------------------------------------------------------------------------------------------------------------------
284.  Syncor Diagnostics Sacramento LLC                           California         *
--------------------------------------------------------------------------------------------------------------------------------
285.  Syncor do Brasil Ltda.                                        Brazil           *
--------------------------------------------------------------------------------------------------------------------------------
286.  Syncor Financing Corporation                                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
287.  Syncor Guyana Inc.                                            Guyana           *
--------------------------------------------------------------------------------------------------------------------------------
288.  Syncor Hong Kong Limited                                    Hong Kong          *
--------------------------------------------------------------------------------------------------------------------------------
289.  Syncor International (Thailand) Co., Ltd.                    Thailand          *
--------------------------------------------------------------------------------------------------------------------------------
290.  Syncor Italy s.r.l.                                           Italy            *
--------------------------------------------------------------------------------------------------------------------------------
291.  Syncor Korea, Inc.                                         South Korea         *
--------------------------------------------------------------------------------------------------------------------------------
292.  Syncor Midland, Inc.                                          Texas            *
--------------------------------------------------------------------------------------------------------------------------------
293.  Syncor New Zealand Limited                                 New Zealand         *
--------------------------------------------------------------------------------------------------------------------------------
294.  Syncor Overseas Ltd.                                  British Virgin Islands   *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       109
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
295.  Syncor Pharmaceuticals, Inc.                                 Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
296.  Syncor Philippines, Inc.                                   Philippines         *
--------------------------------------------------------------------------------------------------------------------------------
297.  Syncor Radiation Management, LLC                             Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
298.  Syncor Radiofarmacos, S.L.                                    Spain            *
--------------------------------------------------------------------------------------------------------------------------------
299.  Syncor St. Lucia, Inc.                                     Saint Lucia         *
--------------------------------------------------------------------------------------------------------------------------------
300.  Syncor Taiwan, Inc.                                           Taiwan           *
--------------------------------------------------------------------------------------------------------------------------------
301.  Syncor Trinidad & Tobago                                Trinidad & Tobago      *
      (Branch of Syncor Overseas)
--------------------------------------------------------------------------------------------------------------------------------
302.  Syncor Unidad Central de Radiofarmacia de Galicia,            Spain            -    Cardinal Health, Inc. indirectly owns
      S.L.                                                                           70%
--------------------------------------------------------------------------------------------------------------------------------
303.  Syncor-Caribe                                              Puerto Rico         *
--------------------------------------------------------------------------------------------------------------------------------
304.  TME Arizona, Inc.                                             Texas            *
--------------------------------------------------------------------------------------------------------------------------------
305.  Unipack, Ltd.                                             United Kingdom       *
--------------------------------------------------------------------------------------------------------------------------------
306.  Valencia MRI, LLC                                           California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
307.  Vallejo Open MRI, LLC                                       California         -    Cardinal Health, Inc. indirectly owns
                                                                                     50%
--------------------------------------------------------------------------------------------------------------------------------
308.  Virginia Imaging Center, LLC                                 Virginia          -    Cardinal Health, Inc. indirectly owns
                                                                                     90%
--------------------------------------------------------------------------------------------------------------------------------
309.  Vistant Corporation                                          Delaware          *
--------------------------------------------------------------------------------------------------------------------------------
310.  Vistant Holdings, Inc.                                        Nevada           *
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       110
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   % OF OWNERSHIP BY
                                                                                                 CARDINAL HEALTH, INC.
                                                                                     (*Unless otherwise indicated, the ownership
                                                            STATE / JURISDICTION     shall be directly or indirectly 100% owned
NO.                     SUBSIDIARY NAME                       OF INCORPORATION                  by Cardinal Health, Inc.)
--------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                   <C>                      <C>
311.  West Texas Nuclear Pharmacy Partners                          Texas            -    Cardinal Health, Inc. indirectly
                                                                                     owns 50%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       111
<PAGE>

                                   SCHEDULE 1
                                   (CONTINUED)

                              SUBSIDIARY BORROWERS

                         None as of the Effective Date.

                                       112
<PAGE>

                                   SCHEDULE 3
                     EURODOLLAR PAYMENT OFFICES OF THE AGENT

                            Eurodollar Payment Office
                            Bank One, NA
                            Chicago, Illinois

                                       113
<PAGE>

                                   SCHEDULE 4
                              LENDING INSTALLATIONS

<TABLE>
<CAPTION>
                 Lender                                  Floating Rate Loans                    Eurocurrency Loans (list all)
                 ------                                  -------------------                    ----------------------------
<S>                                             <C>                                           <C>
Bank One, NA                                    Bank One, NA, Chicago, Illinois               Bank One, NA, Chicago, Illinois

                                                                                              Bank One, NA, London Branch (for
                                                                                              Multicurrency Loans)

Bank of America, N.A.                           Bank of America, N.A.                         Bank of America, N.A.

Deutsche Bank AG New York Branch                Deutsche Bank AG New York Branch              Deutsche Bank AG New York Branch

Barclays Bank PLC                               Barclays Bank PLC                             Barclays Bank PLC

Wachovia Bank, National Association             Wachovia Bank, National Association           Wachovia Bank, National Association

Credit Suisse First Boston, acting through      Credit Suisse First Boston, acting through    Credit Suisse First Boston, acting
its Cayman Islands Branch                       its Cayman Islands Branch                     through its Cayman Islands Branch

UBS AG Cayman Islands Branch                    UBS AG Cayman Islands Branch                  UBS AG Cayman Islands Branch

The Bank of Tokyo-Mitsubishi., LTD., Chicago    The Bank of Tokyo-Mitsubishi, LTD., Chicago   The Bank of Tokyo-Mitsubishi, LTD.,
Branch                                          Branch                                        Chicago Branch

Fleet National Bank                             Fleet National Bank                           Fleet National Bank

The Bank of Nova Scotia                         The Bank of Nova Scotia                       The Bank of Nova Scotia

SunTrust Bank                                   SunTrust Bank                                 SunTrust Bank

PNC Bank, National Association                  PNC Bank, National Association                PNC Bank, National Association

National City Bank                              National City Bank                            National City Bank

Banco Bilbao Vizcaya Argentaria S.A.            Banco Bilbao Vizcaya Argentaria S.A.          Banco Bilbao Vizcaya Argentaria S.A.

Banca Intesa S.P.A.                             Banca Intesa S.P.A.                           Banca Intesa S.P.A.

The Bank of New York                            The Bank of New York                          The Bank of New York

ABN AMRO Bank N.V.                              ABN AMRO Bank N.V.                            ABN AMRO Bank N.V.

Fifth Third Bank (Central Ohio)                 Fifth Third Bank (Central Ohio)               Fifth Third Bank (Central Ohio)

U.S. Bank National Association                  U.S. Bank National Association                U.S. Bank National Association

Allied Irish Banks p.l.c.                       Allied Irish Banks p.l.c.                     Allied Irish Banks p.l.c.

Credit Lyonnais-S.A.                            Credit Lyonnais-S.A.                          Credit Lyonnais-S.A.
</TABLE>

                                      114
<PAGE>

                                   SCHEDULE 7
                        LITIGATION/CONTINGENT LIABILITIES

Those litigation/contingent liabilities items disclosed in Part II, Item I of
the Company's Form 10-Q for the quarter ended December 31, 2002 filed with the
Securities and Exchange Commission on February 14, 2003.

                                       115
<PAGE>

                                   SCHEDULE 8
                PERSONS AUTHORIZED TO GIVE TELEPHONE INSTRUCTIONS

Donna Brandin, SVP and Treasurer
Alex Choi, VP and Asst. Treasurer
Jared Poff, Director - Finance and Investments

                                       116

</TEXT>
</DOCUMENT>
