$350,000,000

BRIDGE LOAN AGREEMENT

dated as of January 17, 2003,

among

LABORATORY CORPORATION OF AMERICA HOLDINGS,

THE LENDERS NAMED HEREIN

and

CREDIT SUISSE FIRST BOSTON,

as Administrative Agent


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

CREDIT SUISSE FIRST BOSTON,
as Sole Bookrunner and
Sole Lead Arranger


<PAGE>

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

Definitions

SECTION 1.01                                  1
SECTION 1.02.  Terms Generally               13
ARTICLE II

The Credits
SECTION 2.01.  Commitments                   13
SECTION 2.02.  Loans                         14
SECTION 2.03.  Borrowing Procedure           15
SECTION 2.04.  Evidence of Debt;
                Repayment of Loans           15
SECTION 2.05.  Fees                          16
SECTION 2.06.  Interest on Loans             16
SECTION 2.07.  Default Interest              16
SECTION 2.08.  Alternate Rate of Interest    16
SECTION 2.09.  Termination and Reduction
                 of Commitments              17
SECTION 2.10.  Conversion and Continuation
                 of Borrowings               17
SECTION 2.11.  Prepayment                    18
SECTION 2.12.  Reserve Requirements; Change
                 in Circumstances            19
SECTION 2.13.  Change in Legality            20
SECTION 2.14.  Break Funding                 21
SECTION 2.15.  Pro Rata Treatment            21
SECTION 2.16.  Sharing of Setoffs            21
SECTION 2.17.  Payments                      22
SECTION 2.18.  Taxes                         22
SECTION 2.19.  Assignment of Commitments
                 Under Certain Circumstances;
                 Duty to Mitigate            24

ARTICLE III

Representations and Warranties

SECTION 3.01.  Organization; Powers          25
SECTION 3.02.  Authorization                 25
SECTION 3.03.  Enforceability                25
SECTION 3.04.  Governmental Approvals        26
SECTION 3.05.  Financial Statements          26
SECTION 3.06.  No Material Adverse Change    26
SECTION 3.07.  Subsidiaries                  26

SECTION 3.08.  Litigation; Compliance
                 with Laws                   26
SECTION 3.09.  Federal Reserve Regulations   26
SECTION 3.10.  Investment Company Act;
                 Public Utility Holding
                 Company Act                 27
SECTION 3.11.  Use of Proceeds               27
SECTION 3.12.  Tax Returns                   27
SECTION 3.13.  No Material Misstatements     27
SECTION 3.14.  Employee Benefit Plans        27
SECTION 3.15.  Environmental Matters         27
SECTION 3.16.  Senior Indebtedness           28

<PAGE>

ARTICLE IV

Conditions of Lending

ARTICLE V

Affirmative Covenants

SECTION 5.01.  Existence; Businesses and
                 Properties                 30
SECTION 5.02.  Insurance                    30
SECTION 5.03.  Obligations and Taxes        30
SECTION 5.04.  Financial Statements,
                 Reports, etc               30
SECTION 5.05.  Litigation and Other Notices 31
SECTION 5.06.  Maintaining Records; Access
                 to Properties and
                 Inspections                31
SECTION 5.07.  Use of Proceeds              32
SECTION 5.08.  Senior Notes; Rating;
                 Existing DIANON Credit
                 Agreement                  32
ARTICLE VI

Negative Covenants
SECTION 6.01.  Subsidiary Indebtedness      32
SECTION 6.02.  Liens                        33
SECTION 6.03.  Sale and Lease-Back
                 Transactions               34
SECTION 6.04.  Mergers, Consolidations and
                 Sales of Assets            35
SECTION 6.05.  Restricted Payments          35
SECTION 6.06.  Business of Borrower and
                 Subsidiaries               35
SECTION 6.07.  Interest Coverage Ratio      35
SECTION 6.08.  Maximum Leverage Ratio       35
SECTION 6.09.  Hedging Agreements           35

<PAGE>

ARTICLE VII

Events of Default

ARTICLE VIII

The Administrative Agent

ARTICLE IX

Miscellaneous

SECTION 9.01.  Notices                    40
SECTION 9.02.  Survival of Agreement      40
SECTION 9.03.  Binding Effect             40
SECTION 9.04.  Successors and Assigns     40
SECTION 9.05.  Expenses; Indemnity        43
SECTION 9.06.  Right of Setoff            44
SECTION 9.07.  Applicable Law             45
SECTION 9.08.  Waivers; Amendment         45
SECTION 9.09.  Interest Rate Limitation   45
SECTION 9.10.  Entire Agreement           45
SECTION 9.11.  WAIVER OF JURY TRIAL       46
SECTION 9.12.  Severability               46
SECTION 9.13.  Counterparts               46
SECTION 9.14.  Headings                   46
SECTION 9.15.  Jurisdiction; Consent to
                 Service of Process       46
SECTION 9.16.  Confidentiality            47
SECTION 9.17.  Syndication of Commitments
                 and Loans                47


Schedule 2.01    Lenders and Commitments
Schedule 3.07(a) Subsidiaries
Schedule 3.07(b) DIANON Subsidiaries
Exhibit A        Form of Administrative Questionnaire
Exhibit B        Form of Assignment and Acceptance
Exhibit C        Form of Borrowing Request
Exhibit D-1      Form of Opinion of Chief Legal Counsel of the
                   Borrower
Exhibit D-2      Form of Opinion of Hogan & Hartson L.L.P.

<PAGE>

BRIDGE LOAN AGREEMENT dated as of January 17, 2003, among LABORATORY
CORPORATION OF AMERICA HOLDINGS, a Delaware corporation
(the "Borrower"), the Lenders (as defined in Article I), and CREDIT
SUISSE FIRST BOSTON ("CSFB"), as administrative agent (in such capacity,
the "Administrative Agent") for the Lenders.

Pursuant to the Merger Agreement, Merger Sub will merge (the
"Merger") with and into DIANON Systems, Inc., a Delaware corporation
("DIANON"), with DIANON surviving such Merger as a wholly owned
Subsidiary of the Borrower.  In connection with the Merger, the existing
shareholders of DIANON will receive aggregate cash consideration of
approximately $598,400,000.  Also in connection with the Merger, the
Borrower will, or will cause DIANON or another Subsidiary to, repay all
of the outstanding Indebtedness of DIANON (other than the Assumed
Debt) and terminate the agreements relating thereto.  Capitalized terms
used but not defined in this preamble have the meanings assigned to such
terms in Article I.

The Borrower has requested the Lenders to extend credit in the
form of Loans in an aggregate principal amount not to exceed
$350,000,000.  The proceeds of the Loans are to be used, together with
cash on hand at the Borrower and/or the proceeds of borrowings under
the Existing Borrower Credit Agreements, solely (a) to pay the cash
consideration payable in connection with the Merger, (b) to repay all
amounts outstanding or due in respect of all of the outstanding
Indebtedness of DIANON (other than the Assumed Debt) and (c) to pay
related fees and expenses.

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


ARTICLE I

Definitions

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

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

"Acquisition" shall mean the acquisition by the Borrower or any
wholly owned Subsidiary of the Borrower of all or substantially all of the
assets of a person or line of business of such person, or all or
substantially all of the Equity Interests of a person, in each case where
the aggregate consideration (in whatever form) payable by the Borrower
or any Subsidiary exceeds $10,000,000.

<PAGE>
2


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

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

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

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

"Applicable Percentage" shall mean, for any day, with respect to
any Eurodollar Loan or ABR Loan, as the case may be, the applicable
percentage set forth below under the caption "LIBOR Spread" or "ABR
Spread", as the case may be, based upon the ratings by S&P and
Moody's, respectively, applicable on such date to the Index Debt:

S&P/Moody's                          LIBOR               ABR
  Rating                             SPREAD             SPREAD
-----------                       -----------         ----------
Category 1
----------
Equal to or greater than A-/A3      0.625%               0.00%

Category 2
----------
BBB+/Baa1                           0.750%               0.00%

Category 3
----------
BBB/Baa2                            1.000%               0.00%

Category 4
----------
BBB-/Baa3                           1.375%               0.375%

Category 5
----------
Less than BBB-/Baa3
(or unrated)                        1.750%               0.750%


For purposes of the foregoing, (i) prior to the date of the initial
rating by Moody's of the Index Debt and during any period in which
Moody's shall not have in effect a rating for the Index Debt, the
Applicable Percentage shall be based upon the rating by S&P of the
Index Debt; (ii) if S&P shall not have in effect a rating for the Index
Debt (other than by reason of the circumstances referred to in the last
sentence of this definition), then S&P shall be deemed to have
established a rating in Category 5; (iii) if the ratings established or
deemed to have been established by S&P and Moody's for the Index
Debt shall fall within different Categories, the Applicable Percentage
shall be based on the lower of the two ratings; and (iv) if the ratings
established or deemed to have been established by S&P and Moody's for
the Index Debt shall be changed (other than as a result of a change in the
rating system of S&P or Moody's), such change

<PAGE>
3


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

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

"Assumed Debt" shall mean (a) approximately $300,000 of
Capital Lease Obligations of DIANON to be assumed by Merger Sub in
connection with and as a result of the Merger and (b) the $600,000 letter
of credit issued by First Union National Bank under the Existing
DIANON Credit Agreement for the benefit of Steadfast Insurance
Company.

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

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

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

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

"Capital Lease Obligations" of any person shall mean the
obligations of such person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

A "Change in Control" shall be deemed to have occurred if
(a) any person or group (within the meaning of Rule 13d-5 of the
Securities Exchange Act of 1934 as in effect on the date hereof) shall
own directly or indirectly, beneficially or of record, shares representing
more than 40% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower or (b) a majority
of the seats (other than vacant seats) on the board of directors of the
Borrower shall at any time be occupied by persons who were neither

<PAGE>
4

(i) nominated by the board of directors of the Borrower, nor
(ii) appointed by directors so nominated.

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

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

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

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

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

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

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

"Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting

<PAGE>
5

securities, by contract or otherwise, and the terms "Controlling" and
"Controlled" shall have meanings correlative thereto.

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

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

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

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

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

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

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

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

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

<PAGE>
6


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

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

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

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

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

<PAGE>
7

any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.18(a) or (ii) is attributable to
such Foreign Lender's failure to comply with Section 2.18(e).

"Existing Borrower Credit Agreements" shall mean, collectively,
(a) the Three-Year Credit Agreement dated as of February 20, 2002,
among the Borrower, the lenders from time to time party thereto and
CSFB, as administrative agent, and (b) the 364-Day Credit Agreement
dated as of January 14, 2003, among the Borrower, the lenders from time
to time party thereto and CSFB, as administrative agent, in each case as
amended, supplemented, or otherwise modified from time to time.

"Existing DIANON Credit Agreement" shall mean the Loan
Agreement dated as of February 17, 1998, between DIANON and First
Union National Bank, as amended, supplemented or otherwise modified
from time to time.

"Federal Funds Effective Rate" shall mean, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of
1%) of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is
a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for the day for such transactions received
by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

"Fees" shall mean the Administrative Agent Fees.

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

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

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

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

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

"Guarantee" of or by any person (the "guarantor") shall mean
any obligation, contingent or otherwise, of such person guaranteeing or
having the economic effect of guaranteeing any Indebtedness of any
other person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase or lease property, securities or services for
the purpose of assuring

<PAGE>
8


the owner of such Indebtedness of the payment of such Indebtedness or other
obligation, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness; provided, however, that the term "Guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business.

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

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

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

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

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

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

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

<PAGE>
9


each day that would have been an Interest Payment Date had successive Interest
Periods of three months' duration been applicable to such Borrowing.

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

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

"Leverage Ratio" shall mean, for any period, the ratio of Total
Debt on the last day of such  period to Consolidated EBITDA for such
period.  Solely for purposes of this definition, if at the time of any
determination of the Leverage Ratio an Acquisition shall have been
completed during the relevant period, the Consolidated EBITDA for such
period shall be reformulated on a pro forma basis to give effect to such
Acquisition as if it had occurred on the first day of such period.  For
purposes of the foregoing, all pro forma adjustments shall be (a) only
those required or permitted by Regulation S-X of the Securities Act of
1933 or otherwise based on reasonably detailed written assumptions
reasonably acceptable to the Administrative Agent and (b) certified by a
Financial Officer of the Borrower as having been prepared in good faith
based upon reasonable assumptions.

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

"Lien" shall mean, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, encumbrance, charge or security interest in or
on such asset or (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or

<PAGE>
10


any financing lease having substantially the same economic effect as any
of the foregoing) relating to such asset.

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

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

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

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

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

"Maturity Date" shall mean January 16, 2004.

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

"Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of November 10, 2002, by and among the Borrower,
Merger Sub and DIANON, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

"Merger Sub" shall mean DaVinci Development, Inc., a
Delaware corporation.

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

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

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

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

<PAGE>
11


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

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

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

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

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

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

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

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

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

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

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

<PAGE>
12


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

"Senior Notes" shall mean senior unsecured notes of the
Borrower issued on or after the Closing Date.

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

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

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

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

"Subsidiary" shall mean any subsidiary of the Borrower.

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

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

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

"Total Commitment" shall mean, at any time, the aggregate
amount of the Commitments, as in effect at such time.  The initial Total
Commitment is $350,000,000.

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

<PAGE>
13


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

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

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

SECTION 1.02.  Terms Generally.  The definitions in
Section 1.01 shall apply equally to both the singular and plural forms of
the terms defined.  Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms.  The
words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation".  The word "will" shall be
construed to have the same meaning and effect as the word "shall"; and
the words "asset" and "property" shall be construed as having the same
meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract
rights.  All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed references to Articles and Sections of, and
Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.  Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided,
however, that if the Borrower notifies the Administrative Agent that the
Borrower wishes to amend any covenant in Article VI or any related
definition to eliminate the effect of any change in GAAP occurring after
the date of this Agreement on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders
wish to amend Article VI or any related definition for such purpose),
then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in
GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the
Required Lenders.

ARTICLE II

The Credits

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

<PAGE>
14


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

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

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

(d)  Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's portion of
such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date
of such Borrowing in accordance with paragraph (c) above and the
Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If the
Administrative Agent shall have so made funds available then, to the
extent that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the Borrower severally agree to
repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from
the date such amount is made available to the Borrower until the date
such amount is repaid to the Administrative Agent at (i) in the case of the
Borrower, the interest rate applicable at the time to the Loans comprising
such Borrowing and (ii) in the case of such Lender, a rate determined by
the Administrative Agent to represent its cost of overnight or short-term
funds (which determination shall be conclusive absent manifest error).  If
such Lender shall repay to the Administrative Agent such corresponding
amount, such amount shall constitute such Lender's Loan as part of such
Borrowing for purposes of this Agreement.

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

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15


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

SECTION 2.04.  Evidence of Debt; Repayment of Loans.
The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan of such Lender on the Maturity Date.

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

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

(d)  The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner
affect the obligations of the Borrower to repay the Loans in accordance
with their terms.

(e)  Any Lender may request that the Loans made by it hereunder
be evidenced by a promissory note.  In such event, the Borrower shall
execute and deliver to such Lender a promissory note payable to such
Lender and its registered assigns and in a form and substance reasonably
acceptable to the Administrative Agent and the Borrower.
Notwithstanding any other provision of this Agreement, in the event any
Lender shall request and receive such a promissory

<PAGE>
16


note, the interests represented by such note shall at all times (including
after any assignment of all or part of such interests pursuant to
Section 9.04) be represented by one or more promissory notes payable to the
payee named therein or its registered assigns.

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

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

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

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

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

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

SECTION 2.08.  Alternate Rate of Interest.   In the event, and on
each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurodollar

<PAGE>
17


Borrowing the Administrative Agent shall have determined that dollar deposits
in the principal amounts of the Loans comprising such Borrowing are not
generally available in the London interbank market, or that reasonable
means do not exist for ascertaining the LIBO Rate, or the Administrative
Agent shall have been informed by the Required Lenders that the rates at
which such dollar deposits are being offered will not adequately and
fairly reflect the cost to the Required Lenders of making or maintaining
their or its Eurodollar Loan during such Interest Period, the
Administrative Agent shall, as soon as practicable thereafter, give written
or telecopy notice thereof to the Borrower and the Lenders.  In the event
of any such notice, until the Administrative Agent shall have advised the
Borrower and the Lenders that the circumstances giving rise to such
notice no longer exist, (i) any request by the Borrower for a Eurodollar
Borrowing pursuant to Section 2.04 shall be deemed to be a request for
an ABR Borrowing and (ii) any request by the Borrower to convert an
ABR Borrowing to a Eurodollar Borrowing pursuant to Section 2.10
shall be of no force and effect and shall be denied by the Administrative
Agent.  Each determination by the Administrative Agent under this
Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09.  Termination and Reduction of Commitments.
 The Commitments shall automatically terminate after the making of
the Loans on the Closing Date; provided, however, that the
Commitments shall terminate at 5:00 p.m. New York City time, on
February 15, 2003, if the Closing Date shall not have occurred by such
time.

(b)  Upon at least three Business Days' prior irrevocable written
or telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) to the Administrative Agent, the Borrower may at any
time in whole permanently terminate, or from time to time in part
permanently reduce, the Commitments; provided, however, that each
partial reduction of the Commitments shall be in an integral multiple of
$1,000,000 and in a minimum amount of $10,000,000.

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

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

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

(ii) if less than all the outstanding principal amount of
any Borrowing shall be converted or continued, then each
resulting Borrowing shall satisfy the limitations

<PAGE>
18


specified in Sections 2.02(a) and 2.02(b) regarding the principal amount
and maximum number of Borrowings of the relevant Type;

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

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

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

(vi) any portion of a Eurodollar Borrowing that cannot
be converted into or continued as a Eurodollar Borrowing by
reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period in effect
for such Borrowing into an ABR Borrowing; and

(vii) upon notice to the Borrower from the
Administrative Agent given at the request of the Required
Lenders, after the occurrence and during the continuance of a
Default or Event of Default, no outstanding Loan may be
converted into, or continued as, a Eurodollar Loan and, unless
repaid, each Eurodollar Borrowing shall be converted into an
ABR Borrowing at the end of the Interest Period applicable
thereto.

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

SECTION 2.11.  Prepayment.  The Borrower shall have the
right at any time and from time to time to prepay any Borrowing, in
whole or in part, upon at least three Business Days' prior written or
telecopy notice (or telephone notice promptly confirmed by written or
telecopy notice) in the case of Eurodollar Loans, or written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy
notice) on the day of prepayment in the case of ABR

<PAGE>
19


Loans, to the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that each partial prepayment shall be in an amount that is
an integral multiple of $1,000,000 and not less than $10,000,000.

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

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

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

SECTION 2.12.  Reserve Requirements; Change in
Circumstances.  Notwithstanding any other provision of this
Agreement, if any Change in Law shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against
assets of, deposits with or for the account of or credit extended by any
Lender or shall impose on such Lender or the London interbank market
any other condition affecting this Agreement or Eurodollar Loans made
by such Lender, and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any Eurodollar Loan or
to reduce the amount of any sum received or receivable by such Lender
hereunder (whether of principal, interest or otherwise) by an amount
deemed by such Lender to be material, then the Borrower will pay to
such Lender upon demand such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

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

<PAGE>
20


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

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

SECTION 2.13.  Change in Legality.  Notwithstanding any
other provision of this Agreement, if any Change in Law shall make it
unlawful for any Lender to make or maintain any Eurodollar Loan or to
give effect to its obligations as contemplated hereby with respect to any
Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will
not thereafter (for the duration of such unlawfulness) be made by
such Lender hereunder (or be continued for additional Interest
Periods and ABR Loans will not thereafter (for such duration) be
converted into Eurodollar Loans), and any request for a
Eurodollar Borrowing (or to convert an ABR Borrowing to a
Eurodollar Borrowing or to continue a Eurodollar Borrowing for
an additional Interest Period) shall, as to such Lender only, be
deemed a request for an ABR Loan (or a request to continue an
ABR Loan as such for an additional Interest Period or to convert
a Eurodollar Loan into an ABR Loan, as the case may be), unless
such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding
Eurodollar Loan made by it be converted to ABR Loans, in
which event all such Eurodollar Loans shall be automatically
converted to ABR Loans as of the effective date of such notice
as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been
applied to repay the Eurodollar Loans that would have been made by
such Lender or the converted Eurodollar Loans of such Lender shall
instead be applied to repay the ABR Loans made by such Lender in lieu
of, or resulting from the conversion of, such Eurodollar Loans.

(b)  For purposes of this Section 2.13, a notice to the Borrower
by any Lender shall be effective as to each Eurodollar Loan made by
such Lender, if lawful, on the last day of the

<PAGE>
21


Interest Period then applicable to such Eurodollar Loan; in all other cases
such notice shall be effective on the date of receipt by the Borrower.

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

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

SECTION 2.16.  Sharing of Setoffs. Each Lender agrees that if it
shall, through the exercise of a right of banker's lien, setoff or
counterclaim against the Borrower, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or
interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law
or otherwise, or by any other means, obtain payment (voluntary or
involuntary) in respect of any Loan or Loans as a result of which the
unpaid principal portion of its Loans shall be proportionately less than
the unpaid principal portion of the Loans of any other Lender, it shall be
deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price
for, a participation in the Loans of such other Lender, so that the
aggregate unpaid principal amount of the Loans and participations in the
Loans held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans then outstanding as the
principal amount of its Loans prior to such exercise of banker's lien,
setoff or counterclaim or other event was to the principal amount of all
Loans outstanding prior to such exercise of banker's lien, setoff or

<PAGE>
22


counterclaim or other event; provided, however, that if any such purchase
or purchases or adjustments shall be made pursuant to this Section 2.16
and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment restored
without interest.  The Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in a
Loan deemed to have been so purchased may exercise any and all rights
of banker's lien, setoff or counterclaim with respect to any and all
moneys owing by the Borrower to such Lender by reason thereof as fully
as if such Lender had made a Loan directly to the Borrower in the
amount of such participation.

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

(b)  Except as otherwise expressly provided herein, whenever
any payment (including principal of or interest on any Borrowing or any
Fees or other amounts) hereunder shall become due, or otherwise would
occur, on a day that is not a Business Day, such payment may be made
on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if
applicable.
SECTION 2.18.  Taxes.  Any and all payments by the
Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent or such Lender (as the case may be) receives an
amount equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

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

(c)  The Borrower shall indemnify the Administrative Agent and
each Lender, within 15 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent or such Lender, as the case may be, on or with
respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, however, that the Borrower
shall not be obligated to make a payment pursuant to this Section 2.18 in
respect of penalties, interest

<PAGE>
23


and other liabilities attributable to any Indemnified Taxes or Other Taxes,
if (i) such penalties, interest and other liabilities are attributable to the
failure of the Administrative Agent or such Lender, as the case may be, to
pay amounts paid to the Administrative Agent or such Lender by the Borrower
(for Indemnified Taxes or Other Taxes) to the appropriate taxing authority
in a timely manner after receipt of such payment from the Borrower or
(ii) such penalties, interest and other liabilities are attributable to the
gross negligence or willful misconduct of the Administrative Agent or such
Lender, as the case may be.  After the Administrative Agent or a Lender
learns of the imposition of Indemnified Taxes or Other Taxes, such
person will act in good faith to promptly notify the Borrower of its
obligations hereunder.  A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender, or by the Administrative
Agent on its behalf or on behalf of a Lender, shall be conclusive absent
manifest error.

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

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

(f)  If the Administrative Agent or a Lender determines that it
has received a refund or credit in respect of and specifically associated
with any Indemnified Taxes or Other Taxes as to which it has been
indemnified by the Borrower, or with respect to which the Borrower has
paid additional amounts, it shall promptly notify the Borrower of such
refund or credit and shall within 15 days from the date of receipt of such
refund or benefit of such credit pay over the amount of such refund or
benefit of such credit (including any interest paid or credited by the
relevant taxing authority or Governmental Authority with respect to such
refund or credit) to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower with
respect to the Indemnified Taxes or Other Taxes giving rise to such
refund of credit), net of all out-of-pocket expenses of such person.  If the
Administrative Agent or a Lender shall become aware that it is entitled to
receive a refund or credit in respect of Indemnified Taxes or Other Taxes
as to which it has been indemnified by the Borrower or with respect to
which the Borrower

<PAGE>
24


has paid additional amounts, it shall promptly notify the Borrower of the
availability of such refund or credit and shall, within
15 days after receipt of a request for such by the Borrower (whether as a
result of notification that it has made of such to the Borrower or
otherwise), make a claim to such taxing authority or Governmental
Authority for such refund or credit and contest such Indemnified Taxes,
Other Taxes or liabilities if (i) such Lender or the Administrative Agent
determines, in its sole discretion, that it would not be materially
disadvantaged or prejudiced as a result of such contest (it being
understood that the mere existence of fees, charges, costs or expenses
that the Borrower has offered to and agreed to pay on behalf of a Lender
or the Administrative Agent shall not be deemed to be materially
disadvantageous to such person) and (ii) the Borrower furnishes, upon
request of the Lender or the Administrative Agent, an opinion of
reputable tax counsel (such opinion and such counsel to be acceptable to
such Lender or the Administrative Agent) to the effect that such
Indemnified Taxes or Other Taxes were wrongfully or illegally imposed.

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

(b)  If (i) any Lender  shall request compensation under
Section 2.12, (ii) any Lender  delivers a notice described in Section 2.13
or (iii) the Borrower is required to pay any additional amount or
indemnity payment to any Lender or any Governmental Authority on
account of any Lender, pursuant to Section 2.18, then such Lender  shall
use reasonable efforts (which shall not

<PAGE>
25


require such Lender  to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies
or legal or regulatory restrictions or suffer any disadvantage or burden
deemed by it to be significant) (x) to file any certificate or document
reasonably requested in writing by the Borrower or (y) to assign its rights
and delegate and transfer its obligations hereunder to another of its
offices, branches or affiliates, if such filing or assignment would reduce
its claims for compensation under Section 2.12 or enable it to withdraw
its notice pursuant to Section 2.13 or would reduce amounts payable pursuant
to Section 2.18, as the case may be, in the future.  The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such filing or assignment, delegation and transfer.

ARTICLE III

Representations and Warranties

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

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

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

SECTION 3.03.  Enforceability.  This Agreement has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency,

<PAGE>
26


reorganization, moratorium or similar laws affecting the enforceability of
creditors' rights generally and to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.

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

SECTION 3.05.  Financial Statements.   The Borrower has
heretofore furnished to the Lenders its consolidated balance sheets and
related statements of income, stockholders' equity and cash flows (i) as
of and for the fiscal year ended December 31, 2001, audited by and
accompanied by the opinion of PricewaterhouseCoopers LLP,
independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended September 30, 2002, certified by
its chief financial officer.  Such financial statements present fairly, in all
material respects, the financial condition and results of operations and
cash flows of the Borrower and its consolidated Subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to normal
year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii) above.

SECTION 3.06.  No Material Adverse Change. Since
December 31, 2001, there has been no material adverse change in the
financial condition, results of operations or business of the Borrower and
the Subsidiaries, taken as a whole.

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

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

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

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

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

<PAGE>
27


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

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

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

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

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

SECTION 3.14.  Employee Benefit Plans. No ERISA Event has
occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be expected to result
in a Material Adverse Effect.  The accumulated benefit obligations (as
defined in Statement of Financial Accounting Standards No. 87) under
all Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the last annual
valuation dates applicable thereto, exceed by more than $60,000,000 the
fair market value of the assets of all such Plans.

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

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28


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

ARTICLE IV

Conditions of Lending

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

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

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

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

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

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

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

<PAGE>
29


certificate of good standing furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer
executing this Agreement or any other document delivered in connection
herewith on behalf of the Borrower; and (iii) a certificate of another
officer as to the incumbency and specimen signature of the Secretary or
Assistant Secretary executing the certificate pursuant to clause (ii) above.

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

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

(i)  The credit facility provided for by this Agreement shall be
rated not lower than BBB by S&P, and the Administrative Agent shall
have received satisfactory evidence thereof.

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

(k)  All requisite Governmental Authorities and third parties
shall have approved or consented to the Transactions to the extent
required, all applicable appeal periods shall have expired and there shall
be no litigation, governmental or judicial action, actual or threatened,
that, singly or in the aggregate, has a reasonable likelihood of materially
and adversely affecting the ability of the parties to consummate the
Transactions.

(l)  All principal, interest, fees and other amounts outstanding or
due in respect of all of the outstanding Indebtedness of DIANON (other
than the Assumed Debt) shall have been paid in full, the agreements
relating thereto terminated and all security therefor and guarantees
thereof released and discharged.

ARTICLE V

Affirmative Covenants

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

<PAGE>
30


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

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

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

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

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

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

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

(c) concurrently with any delivery of financial
statements under paragraph (a) or (b) above, a certificate of a
Financial Officer (A) certifying that no Event of Default or
Default has occurred or, if such an Event of Default or Default
has occurred, specifying

<PAGE>
31


the nature and extent thereof and any corrective action taken or proposed
to be taken with respect thereto, (B) setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating
compliance with the covenants contained in Sections 6.07 and
6.08 and (C) stating whether any change in GAAP or in the
application thereof has occurred since the date of the audited
financial statements referred to in Section 3.05 and, if any such
change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate;

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

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

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

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

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

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

(c) any change in the rating by S&P or Moody's of the
Index Debt (and the initial rating by Moody's of the Index Debt);
and

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

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

<PAGE>
32


Administrative Agent or any Lender to discuss the affairs, finances and
condition of the Borrower or any Subsidiary with the officers thereof and
independent accountants therefor.

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

SECTION 5.08.  Senior Notes; Rating; Existing DIANON Credit
Agreement.  In the case of the Borrower, use its commercially reasonable
best efforts to (a) issue, as promptly as practicable following the Closing
Date, Senior Notes in an aggregate principal amount sufficient to
refinance in full the Loans, (b) obtain, as promptly as practicable (and, in
any event, within 30 days) following the Closing Date, a rating of the
credit facility provided for by this Agreement by Moody's and (c) as
promptly as practicable (and, in any event, within 30 days) following the
Closing Date, repay in full all principal, interest, fees and other amounts
outstanding or due in respect of the Existing DIANON Credit
Agreement, terminate the Existing DIANON Credit Agreement and
release and discharge all security therefor and guarantees thereof.

ARTICLE VI

Negative Covenants

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

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

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

(b) Indebtedness created or existing hereunder;

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

(d) Indebtedness of any Subsidiary incurred to finance
the acquisition, construction or improvement of any fixed or
capital assets, and extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal
amount thereof; provided that (i) such Indebtedness is incurred
prior to or within 180 days after such acquisition or the
completion of such construction or improvement and

<PAGE>
33


(ii) the aggregate principal amount of Indebtedness permitted by this
Section 6.01(d), when combined with the aggregate principal
amount of all Capital Lease Obligations incurred pursuant to
Section 6.01(e) and all Indebtedness incurred pursuant to
Section 6.01(f), shall not exceed $100,000,000 at any time
outstanding;

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

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

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

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

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

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

(b) any Lien existing on any property or asset prior to
the acquisition thereof by the Borrower or any Subsidiary or
existing on any property or asset of any person that becomes a
Subsidiary (including DIANON and its subsidiaries) after the
date hereof prior to the time such person becomes a Subsidiary;
provided that (i) such Lien is not created

<PAGE>
34


in contemplation of or in connection with such acquisition or such person
becoming a Subsidiary, as the case may be, (ii) such Lien does not apply to
any other property or assets of the Borrower or any Subsidiary
and (iii) such Lien shall secure only those obligations which it
secures on the date of such acquisition or the date such person
becomes a Subsidiary, as the case may be and extensions,
renewals and replacements thereof permitted hereunder;

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

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

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

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

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

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

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

(j) Liens not otherwise permitted by the foregoing
clauses of this Section 6.02 securing obligations otherwise
permitted by this Agreement in an aggregate principal and face
amount, when combined (without duplication) with the amount
of Indebtedness or preferred stock of Subsidiaries incurred
pursuant to Section 6.01(h), not to exceed $100,000,000 at any
time outstanding.

SECTION 6.03.  Sale and Lease-Back Transactions. Enter into
any arrangement, directly or indirectly, with any person whereby it shall
sell or transfer any property, real or personal, used

<PAGE>
35


or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which it intends to
use for substantially the same purpose or purposes as the property being sold
or transferred unless (a) the sale of such property is permitted by Section
6.04 and (b) any Capital Lease Obligations or Liens arising in connection
therewith are permitted by Sections 6.01 and 6.02, respectively.

SECTION 6.04.  Mergers, Consolidations and Sales of Assets.
Merge into or consolidate with any other person, or permit any other
person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all
or substantially all the assets (whether now owned or hereafter acquired)
of the Borrower, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Event of Default
or Default shall have occurred and be continuing, (a) any person may
merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (b) any person, other than the Borrower, may
merge into or consolidate with any Subsidiary in a transaction in which
the surviving entity is a Subsidiary and (c) any Subsidiary may liquidate
or dissolve if the Borrower determines in good faith that such liquidation
or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders.

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

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

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

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

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

<PAGE>
36


ARTICLE VII

Events of Default

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

(a)  any representation or warranty made or deemed made in or
in connection with this Agreement or the Borrowings hereunder, or any
representation, warranty, statement or information contained in any
report, certificate, financial statement or other instrument furnished in
connection with or pursuant to this Agreement shall prove to have been
false or misleading in any material respect when so made, deemed made
or furnished;

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

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

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

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

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

(g)  an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) relief in respect of the Borrower or any Material Subsidiary,
or of a substantial part of the property or assets of the Borrower or a
Material Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar
official for the

<PAGE>
37


Borrower or any Material Subsidiary or for a substantial
part of the property or assets of the Borrower or a Material Subsidiary or
(iii) the winding-up or liquidation of the Borrower or any Material
Subsidiary; and such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;

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

(i)  one or more judgments for the payment of money in an
amount in excess of $50,000,000 individually or $75,000,000 in the
aggregate shall be rendered against the Borrower, any Material
Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to levy upon assets or properties of the Borrower or
any Material Subsidiary to enforce any such judgment; provided,
however, that any such judgment shall not be an Event of Default under
this paragraph (i) if and for so long as (i) the entire amount of such
judgment is covered by a valid and binding policy of insurance between
the defendant and the insurer covering payment thereof and (ii) such
insurer, which shall be rated at least "A" by A.M. Best Company, has
been notified of, and has not disputed the claim made for payment of the
amount of such judgment;.

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

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

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

<PAGE>
38


together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein to the contrary notwithstanding.

ARTICLE VIII

The Administrative Agent

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

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

The Administrative Agent shall not have any duties or
obligations except those expressly set forth in this Agreement.  Without
limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers
expressly contemplated by this Agreement that the Administrative Agent
is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.08), and (c) except as expressly
set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity.  The Administrative Agent
shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.08) or in the absence of its own gross negligence
or willful misconduct.  The Administrative Agent shall not be deemed to
have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by the Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv)
the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.

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39


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

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

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

Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.

<PAGE>
40


ARTICLE IX

Miscellaneous

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

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

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

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

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

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

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

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

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41


(b)  Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time
owing to it); provided, however, that (i) except in the case of (x) an
assignment to a Lender or an Affiliate of a Lender or (y) an assignment
by CSFB or an Affiliate of CSFB, (A) the Borrower and the
Administrative Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld or
delayed); provided, however, that the consent of the Borrower shall not
be required to any such assignment during the continuance of any Event
of Default described in paragraph (g) or (h) of Article VII, and (B) the
amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 (or, if less, the entire remaining amount
of such Lender's Commitment), (ii) each such assignment shall be of a
constant, and not a varying, percentage of all the assigning Lender's
rights and obligations under this Agreement, (iii) the parties to each such
assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation
fee of $3,500 and (iv) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire and
applicable tax forms.  Upon acceptance and recording pursuant to
paragraph (e) of this Section 9.04, from and after the effective date
specified in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.14, 2.18 and 9.05, as well as to any Fees accrued for its account and not
yet paid).

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

<PAGE>
42


action under this Agreement; (vi) such assignee appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

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

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

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

(g)  Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation
pursuant to this Section 9.04, disclose to the assignee or participant or
proposed assignee or participant any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower;
provided that, prior to any such disclosure of

<PAGE>
43


information designated by the Borrower as confidential, each such assignee
or participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information
on terms no less restrictive than those applicable to the Lenders pursuant to
Section 9.16.

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

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

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

SECTION 9.05.  Expenses; Indemnity.  The Borrower agrees
to pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent in connection with the syndication of the credit
facilities provided for herein and the preparation and administration of
this Agreement or in connection with any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions hereby
or thereby contemplated shall be consummated) or incurred by the
Administrative Agent or any Lender in connection with the enforcement or

<PAGE>
44


protection of its rights in connection with this Agreement or in
connection with the Loans made hereunder, including the reasonable
fees, charges and disbursements of Cravath, Swaine & Moore, counsel
for the Administrative Agent, and, in connection with any such
enforcement or protection, the reasonable fees, charges and
disbursements of any other counsel for the Administrative Agent or any
Lender.

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

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

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

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

SECTION 9.06.  Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at
any time and from time to time, except to the extent prohibited by law, to
set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender to or for the credit or the account of the
Borrower against any of and all the obligations of

<PAGE>
45

the Borrower now or hereafter existing under this Agreement held by such
Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section 9.06 are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

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

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

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

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

<PAGE>
46


Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall
have been received by such Lender.

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

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

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

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

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

SECTION 9.15.  Jurisdiction; Consent to Service of Process.
The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each

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47


of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement against the Borrower or
its properties in the courts of any jurisdiction.

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

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

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

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48


Information only in connection with its role as Administrative Agent or
Lender (as the case may be) hereunder.

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

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49


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

LABORATORY CORPORATION OF AMERICA HOLDINGS,

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


CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch, individually and as
Administrative Agent,

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

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