Exhibit 10.1

                                                               Execution Version

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

               AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

                          Dated as of October 23, 2003

                                      Among

                         CONMED RECEIVABLES CORPORATION

                                    as Seller

                                       and

                               CONMED CORPORATION

                               as initial Servicer

                                       and

                               FLEET NATIONAL BANK

                                  as Purchaser

                                       and

                               FLEET NATIONAL BANK

                                as Administrator

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                           <C>
                                            ARTICLE I
                                   PURCHASES AND REINVESTMENTS

SECTION 1.01.   Commitment to Purchase; Limits on Purchasers' Obligations ...............      1
SECTION 1.02.   Purchase Procedures; Assignment of Purchaser's Interests ................      2
SECTION 1.03.   Reinvestments of Certain Collections; Payment of Remaining
                Collections .............................................................      2
SECTION 1.04.   Asset Interest ..........................................................      3
SECTION 1.05.   Voluntary Termination of Purchase and Reinvestment Obligations or
                Reduction of Purchase Limit .............................................      4

                                           ARTICLE II
                                       COMPUTATIONAL RULES

SECTION 2.01.   Computation of Capital ..................................................      4
SECTION 2.02.   Computation of Concentration Limit ......................................      4
SECTION 2.03.   Computation of Earned Discount ..........................................      5
SECTION 2.04.   Estimates of Earned Discount Rate, Fees, Etc ............................      5

                                           ARTICLE III
                                           SETTLEMENTS

SECTION 3.01.   Settlement Procedures ...................................................      5
SECTION 3.02.   Deemed Collections; Reduction of Capital, Etc ...........................      7
SECTION 3.03.   Payments and Computations, Etc ..........................................      9

                                           ARTICLE IV
                                    FEES AND YIELD PROTECTION

SECTION 4.01.   Fees ....................................................................      9
SECTION 4.02.   Yield Protection ........................................................      9
SECTION 4.03.   Funding Losses ..........................................................     11

                                            ARTICLE V
                                     CONDITIONS TO PURCHASES

SECTION 5.01.   Conditions Precedent to the Effectiveness of the Original Receivables
                Purchase Agreement ......................................................     11
SECTION 5.02    Conditions Precedent to Restatement .....................................     13
SECTION 5.03.   Conditions Precedent to All Purchases and Reinvestments .................     14
</TABLE>


                                       -i-
<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                           <C>
                                           ARTICLE VI
                                 REPRESENTATIONS AND WARRANTIES

SECTION 6.01.   Representations and Warranties of Seller ................................     14
SECTION 6.02.   Representations and Warranties of Parent ................................     16

                                           ARTICLE VII
                                        GENERAL COVENANTS

SECTION 7.01.   Affirmative Covenants ...................................................     18
SECTION 7.02.   Reporting Requirements ..................................................     20
SECTION 7.03.   Negative Covenants ......................................................     22
SECTION 7.04.   Separate Existence ......................................................     23

                                          ARTICLE VIII
                                  ADMINISTRATION AND COLLECTION

SECTION 8.01.   Designation of Servicer .................................................     25
SECTION 8.02.   Duties of Servicer ......................................................     26
SECTION 8.03.   Rights of the Administrator .............................................     28
SECTION 8.04.   Responsibilities of Seller ..............................................     29
SECTION 8.05.   Further Action Evidencing Purchases and Reinvestments ...................     29
SECTION 8.06.   Application of Collections ..............................................     30

                                           ARTICLE IX
                                        SECURITY INTEREST

SECTION 9.01.   Grant of Security Interest ..............................................     30
SECTION 9.02.   Further Assurances ......................................................     31
SECTION 9.03.   Remedies ................................................................     31

                                            ARTICLE X
                                       LIQUIDATION EVENTS

SECTION 10.01.  Liquidation Events ......................................................     31
SECTION 10.02.  Remedies ................................................................     32

                                           ARTICLE XI
                                        THE ADMINISTRATOR

SECTION 11.01.  Authorization and Action ................................................     33
SECTION 11.02.  Administrator's Reliance, Etc ...........................................     33
SECTION 11.03.  Fleet and Affiliates ....................................................     34

                                           ARTICLE XII
                               ASSIGNMENT OF PURCHASER'S INTEREST

SECTION 12.01.  Restrictions on Assignments .............................................     34
</TABLE>


                                      -ii-
<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                                            Page
<S>                                                                                           <C>
SECTION 12.02.  Rights of Assignee ......................................................     34

                                          ARTICLE XIII
                                         INDEMNIFICATION

SECTION 13.01.  Indemnities .............................................................     35

                                           ARTICLE XIV
                                          MISCELLANEOUS

SECTION 14.01.  Amendments, Etc .........................................................     36
SECTION 14.02.  Notices, Etc ............................................................     37
SECTION 14.03.  No Waiver; Remedies .....................................................     37
SECTION 14.04.  Binding Effect; Survival ................................................     37
SECTION 14.05.  Costs, Expenses and Taxes ...............................................     37
SECTION 14.06.  Confidentiality of Program Information ..................................     38
SECTION 14.07.  Confidentiality of Parent Information ...................................     38
SECTION 14.08.  Waiver of Confidentiality ...............................................     40
SECTION 14.09.  Captions and Cross References ...........................................     41
SECTION 14.10.  Integration .............................................................     41
SECTION 14.11.  Governing Law ...........................................................     41
SECTION 14.12.  Waiver Of Jury Trial ....................................................     41
SECTION 14.13.  Consent To Jurisdiction; Waiver Of Immunities ...........................     42
SECTION 14.14.  Execution in Counterparts ...............................................     42
SECTION 14.15.  Assignment; Effect of Restatement .......................................     43
</TABLE>


                                     -iii-
<PAGE>

                                   APPENDICES

APPENDIX A       Definitions

                                    SCHEDULES

SCHEDULE 6.01(m) List of Offices of Seller where Records Are Kept

SCHEDULE 6.01(n) List of Lock-Box Banks and Lock-Box Accounts

SCHEDULE 7.01(g) Description of Credit and Collection Policy

SCHEDULE 14.02   Notice Addresses

                                    EXHIBITS

EXHIBIT 1.02(a)            Form of Purchase Notice
EXHIBIT 3.01(a)            Form of Servicer Report
EXHIBIT 3.01(a)-I          Form of Interim Report
EXHIBIT 5.01(f)            Form of Lock-Box Agreement


                                       iv
<PAGE>

               AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

      THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
October 23, 2003, is among CONMED RECEIVABLES CORPORATION, a New York
corporation ("Seller"), CONMED CORPORATION, a New York corporation ("Parent"),
as initial Servicer, FLEET NATIONAL BANK ("FNB"), a national banking association
(together with any other financial institution hereafter party hereto, each a
"Purchaser" and collectively, the "Purchasers") and FLEET NATIONAL BANK, as
administrator for Purchasers (in such capacity, the "Administrator"). Unless
otherwise indicated, capitalized terms used in this Agreement are defined in
Appendix A.

                                   Background

      1. The Originators are engaged in the business of distribution and sale of
medical devices, equipment and related products.

      2. Seller is a single purpose corporation formed for the purpose of
purchasing, and accepting contributions of, Receivables generated by the
Originators.

      3. Seller has, and expects to have, Pool Receivables in which Seller,
subject to the terms and conditions of this Agreement, intends to sell an
undivided interest. Seller has requested Purchasers, and Purchasers shall,
subject to the terms and conditions contained in this Agreement, fund the
purchase of such undivided interest, referred to herein as the Asset Interest,
from Seller from time to time during the term of this Agreement.

      4. Seller and Purchasers also desire that, subject to the terms and
conditions of this Agreement, certain of the daily Collections in respect of the
Asset Interest be reinvested in Pool Receivables, which reinvestment shall
constitute part of the Asset Interest.

      5. Parent has been requested, and is willing, to act as initial Servicer.

      7. Each of the parties hereto wish to amend and restate that certain
Receivables Purchase Agreement dated as of November 1, 2001 (as amended by that
certain Amendment No. 1 dated as of December 12, 2003, the "Original Receivables
Purchase Agreement") to provide for (i) the assignment by EagleFunding Capital
Corporation (as assignee of Blue Keel Funding, LLC) of its Capital hereunder to
FNB as Purchaser, (ii) the assignment by Fleet Securities, Inc. ("Fleet
Securities") of its rights and obligations thereunder as Administrator, and
(iii) certain other amendments as set forth herein.

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                           PURCHASES AND REINVESTMENTS

      SECTION 1.01. Commitment to Purchase; Limits on Purchasers' Obligations.
Upon the terms and subject to the conditions of this Agreement, from time to
time prior to the


                                       1
<PAGE>

Termination Date, Seller may request that Administrator, for the benefit of
Purchasers, purchase from Seller an undivided ownership interest in the Pool
Assets (each being a "Purchase") and each Purchaser shall fund its Percentage of
such Purchase, and the Administrator, for the benefit of Purchasers, shall make
such Purchase with the proceeds of such funding by the Purchasers; provided that
no Purchase shall be funded by any Purchaser if, after giving effect thereto,
either (a) the Capital after giving effect to such Purchase would exceed
$50,000,000 (the "Purchase Limit"), as such Purchase Limit may be decreased from
time to time as provided in Section 1.05, or (b) the Asset Interest would exceed
100% (the "Allocation Limit"); and provided further that each Purchase made
pursuant to this Section 1.01 shall have a purchase price of at least $250,000.

      SECTION 1.02. Purchase Procedures; Assignment of Purchaser's Interests.

      (a) Notice of Purchase. Each Purchase from Seller shall be made on notice
from Seller to the Administrator received by the Administrator not later than
11:00 a.m. (Boston, Massachusetts time) on the second Business Day next
preceding the date of such proposed Purchase. Each such notice of a proposed
Purchase shall be substantially in the form of Exhibit 1.02(a) (each a "Purchase
Notice"), and shall specify the desired amount and date of such Purchase, which
shall be a Settlement Date.

      (b) Funding of Purchase. On the date of each Purchase, each Purchaser
shall, upon satisfaction of the applicable conditions set forth in Article V,
make available to the Administrator at the Administrator's Office the amount of
its Purchase in immediately available funds, and after receipt by the
Administrator of such funds, the Administrator shall transfer immediately
available funds to an account designated by Seller in the related Purchase
Notice.

      (c) Assignment of Asset Interest. Effective as of the closing date of the
Original Receivables Purchase Agreement, Seller sold, assigned and transferred
to Fleet Securities, for the benefit of Purchasers, the Asset Interest.
Effective as of the Restatement Date, pursuant to Section 14.15(a) hereof, Fleet
Securities is assigning and transferring the Asset Interest to FNB, as
Administrator.

      SECTION 1.03. Reinvestments of Certain Collections; Payment of Remaining
Collections. (a) As of the close of business on each day during the period from
the date hereof to the Termination Date, Servicer shall, out of all Collections
received on such day:

            (i) determine the portion of Collections attributable on any day to
      the Asset Interest by multiplying (x) the amount of all Collections
      received on such day times (y) the Asset Interest;

            (ii) out of the portion of Collections allocated to the Asset
      Interest pursuant to clause (i), set aside and hold in trust for
      Purchasers an amount equal to the sum of the estimated amount of Earned
      Discount accrued in respect of the Capital (based on rate information
      provided by the Administrator pursuant to Section 2.04), the accrued Fees,
      all other amounts due to Purchasers, the Administrator, the Affected
      Parties or the Indemnified Parties hereunder (other than the Capital) and
      the Purchasers' Share of Servicer's Fee (in each case, accrued through
      such day) and not so previously set aside;


                                       2
<PAGE>

            (iii) apply the Collections allocated to the Asset Interest pursuant
      to clause (i) and not set aside pursuant to clause (ii) to the purchase
      from Seller of ownership interests in Pool Assets (each such purchase
      being a "Reinvestment"); provided that (A) if there is an Excess Amount
      after giving effect to other Collections previously set aside pursuant to
      this clause (iii) and then so held, then Servicer shall not make a
      Reinvestment to such extent, but shall set aside and hold for the benefit
      of Purchasers, a portion of such Collections which, together with other
      Collections previously set aside and then so held, shall equal the Excess
      Amount; and (B) if the conditions precedent to Reinvestment in Section
      5.02 are not satisfied, then Servicer shall not reinvest any of such
      Collections;

            (iv) pay to Seller (A) the portion of Collections not allocated to
      the Asset Interest pursuant to clause (i), less Seller's Share of
      Servicer's Fee accrued through such day, and (B) the Collections applied
      to Reinvestment pursuant to clause (iii); and

            (v) out of the portion of Collections not allocated to the Asset
      Interest pursuant to clause (i), pay to Servicer Seller's Share of
      Servicer's Fee accrued through such day.

      (b) Unreinvested Collections. Servicer shall set aside and hold in trust
for the benefit of Purchasers all Collections which pursuant to clause (ii) or
(iii) of Section 1.03(a) may not be reinvested in Pool Assets; provided that
unless the Administrator shall request it to do so in writing, Servicer shall
not be required to hold Collections that have been set aside in a separate
deposit account containing only such Collections. If, prior to the date when
such Collections are required to be paid to the Administrator pursuant to
Section 3.01, the amount of Collections set aside pursuant to clause (iii) of
Section 1.03(a) exceeds the Excess Amount, if any, and the conditions precedent
to Reinvestment set forth in Section 5.02 are satisfied, then Servicer shall
apply such Collections (or, if less, a portion of such Collections equal to the
amount of such excess) to the making of a Reinvestment.

      SECTION 1.04. Asset Interest. (a) Components of Asset Interest. On any
date the Asset Interest will represent Administrator's (for the benefit of
Purchasers) combined undivided percentage ownership interest in (i) all then
outstanding Pool Receivables, (ii) all Related Security with respect to such
Pool Receivables, (iii) all of Seller's right and claims under the Purchase
Agreement, (iv) all lock-boxes and lock-box or collection accounts into which
Collections of Pool Receivables are or may be deposited, and all funds and
investments therein, (v) all Collections with respect to, and other proceeds of,
the foregoing and (vi) all books and records (including computer disks, tapes
and software) evidencing or relating to any of the foregoing, in each case,
whether now owned by Seller or hereafter acquired or arising, and wherever
located (all of the foregoing, collectively referred to as "Pool Assets").

      (b) Computation of Asset Interest. On any date of computation, the Asset
Interest will be equal to a percentage, expressed as the following fraction:

                                        C
                                        -
                                 NPB x (1 - RRP)

where:


                                       3
<PAGE>

      C = the Capital on such date.

      RRP = the Required Reserve Percentage on such date.

      NPB = the Net Pool Balance on such date;

provided, however, that from and after the Termination Date, the Asset Interest
will be 100%.

      (c) Frequency of Computation. The Asset Interest shall be computed as of
the Cut-Off Date for each Settlement Period. In addition, the Administrator may
require Servicer to provide a Servicer Report for purposes of computing the
Asset Interest as of any other date, and Servicer agrees to do so within two
Business Days of its receipt of the Administrator's request in writing.

      SECTION 1.05. Voluntary Termination of Purchase and Reinvestment
Obligations or Reduction of Purchase Limit. Seller may, upon at least 60 days'
prior written notice to the Administrator, either (a) terminate each Purchaser's
commitment to make Purchases and Reinvestments hereunder, or (b) reduce the
Purchase Limit to an amount not less than $25,000,000; provided, however, that
(i) each partial reduction of the Purchase Limit shall be in an amount equal to
$1,000,000 or an integral multiple thereof, and (ii) after giving effect to such
reduction, the Capital will not exceed the Purchase Limit as so reduced. Any
such reduction of the Purchase Limit shall reduce each Purchaser's Commitment on
a pro rata basis. The Purchase Limit may be increased upon the request of Seller
and the written consent of the Administrator and each Purchaser thereto, which
consent may be granted or withheld in their sole discretion and may be subject
to such conditions as they may require.

                                   ARTICLE II

                               COMPUTATIONAL RULES

      SECTION 2.01. Computation of Capital. In making any determination of
Capital, the following rules shall apply:

            (a) Capital shall not be considered reduced by any allocation,
      setting aside or distribution of any portion of Collections unless such
      Collections shall have been actually delivered to the Administrator
      pursuant hereto for application to the Capital; and

            (b) Capital shall not be considered reduced by any distribution of
      any portion of Collections if at any time such distribution is rescinded
      or must otherwise be returned for any reason.

      SECTION 2.02. Computation of Concentration Limit. In the case of any
Obligor that is (a) a Subsidiary of any other Obligor, (b) a parent of any other
Obligor, or (c) a Subsidiary of the same parent as any other Obligor, the
Concentration Limit and the aggregate Unpaid Balance of Pool Receivables of such
Obligors shall be calculated as if such Obligors were one Obligor.


                                       4
<PAGE>

      SECTION 2.03. Computation of Earned Discount. In making any determination
of Earned Discount, the following rules shall apply:

            (a) no provision of this Agreement shall require the payment or
      permit the collection of Earned Discount in excess of the maximum
      permitted by Applicable Law; and

            (b) Earned Discount for any period shall not be considered paid by
      any distribution if at any time such distribution is rescinded or must
      otherwise be returned for any reason.

      SECTION 2.04. Estimates of Earned Discount Rate, Fees, Etc. For purposes
of determining the amounts required to be set aside by Servicer pursuant to
Section 1.03, the Administrator shall notify Servicer from time to time of the
Earned Discount Rate applicable to the Capital and the rates at which fees and
other amounts are accruing hereunder. It is understood and agreed that (i) the
Earned Discount Rate may change from time to time, (ii) certain rate information
provided by the Administrator to Servicer shall be based upon the
Administrator's good faith estimate, (iii) the amount of Earned Discount
actually accrued with respect to the Capital during any Settlement Period may
exceed, or be less than, the amount set aside with respect thereto by Servicer,
and (iv) the amount of fees or other payables accrued hereunder with respect to
any Settlement Period may exceed, or be less than, the amount set aside with
respect thereto by Servicer. Failure to set aside any amount so accrued shall
not relieve Servicer of its obligation to remit Collections to the Administrator
with respect to such accrued amount, as and to the extent provided in Section
3.01.

                                  ARTICLE III

                                   SETTLEMENTS

      SECTION 3.01. Settlement Procedures.

      The parties hereto will take the following actions with respect to each
Settlement Period:

            (a) Servicer Report. On or before the 10th calendar day and, upon
      the Administrator's request, on or before the 24th calendar day (or, if
      either such day is not a Business Day, the next succeeding Business Day)
      of each month prior to the Final Payout Date (each, a "Reporting Date"),
      Servicer shall deliver to the Administrator a report (each, a "Servicer
      Report") containing the information described in (i) Exhibit 3.01(a), in
      the case of a Servicer Report delivered on or before the 10th calendar day
      of each month, and (ii) Exhibit 3.01(a)-I, in the case of a Servicer
      Report delivered on or before the 24th calendar day of each month.

            (b) Earned Discount; Other Amounts Due. Two Business Days prior to
      each Reporting Date, the Administrator shall notify Servicer of (i) the
      amount of Earned Discount that will have accrued in respect of the Capital
      as of the next Settlement Date and (ii) all Fees and other amounts that
      will have accrued and be payable by Seller under this Agreement on the
      next Settlement Date (other than Capital).


                                       5
<PAGE>

            (c) Settlement Date Procedure - Reinvestment Period. On the second
      Business Day after the first Reporting Date occurring in each calendar
      month (each, a "Settlement Date") prior to the Termination Date, Servicer
      shall distribute from Collections set aside pursuant to Sections
      1.03(a)(ii) and (iii) during the immediately preceding Settlement Period
      the following amounts in the following order:

                  (1) to the Administrator, an amount equal to the Earned
            Discount accrued during such Settlement Period, plus any previously
            accrued Earned Discount not paid on a prior Settlement Date, which
            amount shall be distributed by the Administrator to each Purchaser
            for application to the accrued Earned Discount with respect to such
            Purchaser's Capital;

                  (2) to the Administrator, an amount equal to the Program Fee
            and Commitment Fee accrued during such Settlement Period, plus any
            previously accrued Program Fee and Commitment Fee not paid on a
            prior Settlement Date;

                  (3) to Servicer, if Servicer is not Parent, an amount equal to
            the Purchasers' Share of Servicer's Fee accrued during such
            Settlement Period, plus any previously accrued Purchasers' Share of
            Servicer's Fee not paid on a prior Settlement Date (it being
            understood that so long as Servicer is Parent, no amount shall be
            distributed pursuant to this clause (3));

                  (4) to the Administrator, an amount equal to the Excess
            Amount, if any, which amount shall be distributed by the
            Administrator to each Purchaser, based upon such Purchaser's Funded
            Percentage, for application to such Purchaser's outstanding Capital;

                  (5) to the Administrator, all other amounts (other than
            Capital) then due under this Agreement to the Administrator, the
            Purchasers, the Affected Parties or the Indemnified Parties;

                  (6) to Servicer, if Servicer is Parent, an amount equal to the
            Purchasers' Share of Servicer's Fee accrued during such Settlement
            Period, plus any previously accrued Purchasers' Share of Servicer's
            Fee not paid on a prior Settlement Day (it being understood that so
            long as Servicer is not the Parent, no amount shall be distributed
            pursuant to clause (6)); and

                  (7) to Seller, any remaining amounts.

            (d) Settlement Date Procedure - Liquidation Period. On each
      Settlement Date occurring after the Termination Date, Servicer shall
      distribute from Purchasers' Share of Collections received, or deemed
      received pursuant to Section 3.02, during the immediately preceding
      Settlement Period the following amounts in the following order:

                  (1) to the Administrator, an amount equal to the Earned
            Discount accrued during such Settlement Period, plus any previously
            accrued Earned Discount not paid on a prior Settlement Date, which
            amount shall be distributed


                                       6
<PAGE>

            by the Administrator to each Purchaser for application to the
            accrued Earned Discount with respect to such Purchaser's Capital;

                  (2) to the Administrator, an amount equal to the Program Fee
            and Commitment Fee accrued during such Settlement Period, plus any
            previously accrued Program Fee and Commitment Fee not paid on a
            prior Settlement Date;

                  (3) to Servicer, if Servicer is not Parent, an amount equal to
            the Purchasers' Share of Servicer's Fee accrued during such
            Settlement Period, plus any previously accrued Purchasers' Share of
            Servicer's Fee not paid on a prior Settlement Date (it being
            understood that so long as Servicer is Parent, no amount shall be
            distributed pursuant to this clause (3));

                  (4) to the Administrator, an amount equal to the remaining
            Purchasers' Share of Collections until the Capital is reduced to
            zero, which amount shall be distributed by the Administrator to each
            Purchaser, based upon such Purchaser's Funded Percentage, for
            application to such Purchaser's outstanding Capital;

                  (5) to the Administrator, all other amounts (other than
            Capital) then due under this Agreement to the Administrator, the
            Purchasers, the Affected Parties or the Indemnified Parties;

                  (6) to Servicer, if Servicer is Parent, an amount equal to the
            Purchasers' Share of Servicer's Fee accrued during such Settlement
            Period, plus any previously accrued Purchasers' Share of Servicer's
            Fee not paid on a prior Settlement Date (it being understood that so
            long as Servicer is not the Parent, no amount shall be distributed
            pursuant to clause (6)); and

                  (7) to Seller, any remaining amounts.

            (e) Delayed Payment. If on any day described in this Section 3.01,
      because Collections during the relevant Settlement Period were less than
      the aggregate amounts payable, Servicer does not make any payment
      described in clauses (1) through (6) of Section 3.01(c) or (d), as
      applicable, the next available Collections in respect of the Asset
      Interest shall be applied to such payment, and no Reinvestment shall be
      permitted hereunder until such amount payable has been paid in full.

      SECTION 3.02. Deemed Collections; Reduction of Capital, Etc.

      (a) Deemed Collections. If

            (i) a Dilution occurs or the Unpaid Balance of any Pool Receivable
      is less than the amount included in calculating the Net Pool Balance for
      purposes of any Servicer Report for any other reason, or

            (ii) any of the representations or warranties of Seller set forth in
      Section 6.01(k) or (o) with respect to any Pool Receivable were not true
      when made with


                                       7
<PAGE>

      respect to any Pool Receivable, or any of the representations or
      warranties of Seller set forth in Section 6.01(k) are no longer true with
      respect to any Pool Receivable, or

            (iii) without duplication, Seller receives a Deemed Collection
      pursuant to the Purchase Agreement,

then, on the next succeeding Settlement Date (or, if earlier, on the date an
Originator pays a Deemed Collection pursuant to the Purchase Agreement), Seller
shall be deemed to have received a Collection of such Pool Receivable

            (I) in the case of clause (i) above, in the amount of such Dilution
      or the difference between the actual Unpaid Balance and the amount
      included in calculating such Net Pool Balance, as applicable; and

            (II) in the case of clause (ii) above, in the amount of the Unpaid
      Balance of such Pool Receivable; and

            (III) in the case of clause (iii) above, in the amount of such
      Deemed Collection.

      (b) Seller's Optional Reduction of Capital. Seller may at any time elect
to reduce the Capital as follows:

            (i) Seller shall give the Administrator at least five (5) Business
      Days' prior written notice of such reduction (including the amount of such
      proposed reduction and the proposed date on which such reduction will
      commence),

            (ii) on the proposed date of commencement of such reduction and on
      each day thereafter, Servicer shall refrain from reinvesting Collections
      pursuant to Section 1.03 until the amount thereof not so reinvested shall
      equal the desired amount of reduction, and

            (iii) Servicer shall hold such Collections in trust for Purchasers,
      pending payment to the Administrator on the next Settlement Date, as
      provided in Section 1.03;

provided that,

            (A) the amount of any such reduction shall be not less than
      $1,000,000, and the Capital after giving effect to such reduction shall be
      not less than $25,000,000 (unless Capital shall thereby be reduced to
      zero),

            (B) Seller shall use reasonable efforts to attempt to choose a
      reduction amount, and the date of commencement thereof, so that such
      reduction shall commence and conclude in the same Settlement Period, and

      (c) Broken Funding Costs. In the event that (i) Seller reduces the Capital
of a Purchaser on a date other than a Settlement Date, including by termination
of a Purchaser's commitment to make purchases and reinvestments hereunder, or
(ii) Seller does not reduce the Capital of a Purchaser pursuant to Section
3.02(b) following the delivery of a written notice of


                                       8
<PAGE>

such reduction, Seller shall pay to such Purchaser an amount equal to the
excess, if any, of (A) the Earned Discount that would have accrued during the
remainder of the Settlement Period subsequent to the date of such reduction or
termination (or in respect of clause (ii) above, the date such reduction was
designated to occur pursuant to the written notice of same) of such Capital if
such reduction or termination had not occurred or such notice had not been
delivered, over (B) the sum of (x) to the extent all or a portion of such
Capital remains outstanding, the amount of Earned Discount actually accrued
during the remainder of such period on such Capital, and (y) to the extent such
Capital is repaid, the income, if any, actually received during the remainder of
such period by the holder of such Capital from investing the portion of such
Capital so repaid. In the event that the amount referred to in clause (B)
exceeds the amount referred to in clause (A), the relevant Purchaser or
Purchasers agree to pay to Seller the amount of such excess. All such amounts
shall be due and payable hereunder within five Business Days after written
demand.

      SECTION 3.03. Payments and Computations, Etc.

      (a) Payments. All amounts to be paid or deposited by Seller or Servicer to
the Administrator hereunder shall be paid or deposited in accordance with the
terms hereof no later than 10:00 a.m. (Boston, Massachusetts time) on the day
when due in lawful money of the United States of America in immediately
available funds to the Administrator at ABA # 021300019, account #
1510351-15901, attention: Brenda Augunas.

      (b) Late Payments. Seller or Servicer, as applicable, shall, to the extent
permitted by law, pay to the Administrator, interest on all amounts not paid or
deposited when such amount is due hereunder at 2% per annum above the Alternate
Base Rate, payable on demand, provided, however, that such interest rate shall
not at any time exceed the maximum rate permitted by Applicable Law.

      (c) Method of Computation. All computations of interest, Earned Discount
and any fees payable hereunder shall be made on the basis of a year of 360 days
for the actual number of days (including the first day but excluding the last
day) elapsed.

                                   ARTICLE IV

                            FEES AND YIELD PROTECTION

      SECTION 4.01. Fees. Seller shall pay to the Administrator and Purchasers
the fees in the amounts and at the times set forth in the fee letter, dated as
of the date hereof, among the Administrator, Parent and Seller (as amended or
supplemented from time to time, the "Fee Letter").

      SECTION 4.02. Yield Protection.

      (a) If (i) Regulation D or (ii) any Regulatory Change occurring after the
date hereof

            (A) shall subject an Affected Party to any tax, duty or other charge
      with respect to any Asset Interest owned by or funded by it, or any
      obligations or right to make Purchases or Reinvestments or to provide
      funding therefor, or shall change the basis of


                                       9
<PAGE>

      taxation of payments to the Affected Party of any Capital or Earned
      Discount owned by, owed to or funded in whole or in part by it or any
      other amounts due under this Agreement in respect of the Asset Interest
      owned by or funded by it or its obligations or rights, if any, to make
      Purchases or Reinvestments or to provide funding therefor (except for
      franchise taxes or changes in the rate of tax on the net income of such
      Affected Party imposed by any jurisdiction); or

            (B) shall impose, modify or deem applicable any reserve (including,
      without limitation, any reserve imposed by the Federal Reserve Board),
      special deposit, compulsory loan or similar requirement against assets of
      any Affected Party, deposits or obligations with or for the account of any
      Affected Party or with or for the account of any affiliate (or entity
      deemed by the Federal Reserve Board to be an affiliate) of any Affected
      Party, or credit extended by any Affected Party, but excluding any
      reserve, special deposit or similar requirement included in the
      determination of Earned Discount; or

            (C) shall change the amount of capital maintained or required or
      requested or directed to be maintained by any Affected Party; or

            (D) shall impose any other condition affecting any Asset Interest
      owned or funded in whole or in part by any Affected Party, or its
      obligations or rights, if any, to make Purchases or Reinvestments or to
      provide funding therefor; or

            (E) shall change the rate for, or the manner in which the Federal
      Deposit Insurance Corporation (or a successor thereto) assesses, deposit
      insurance premiums or similar charges;

and the result of any of the foregoing is

            (x) to increase the cost to or to impose a cost on an Affected Party
      funding or making or maintaining any Purchases or Reinvestments, or any
      commitment of such Affected Party with respect to any of the foregoing,

            (y) to reduce the amount of any sum received or receivable by an
      Affected Party under this Agreement, or

            (z) to reduce the rate of return on the capital of an Affected Party
      as a consequence of its obligations hereunder or arising in connection
      herewith to a level below that which such Affected Party could otherwise
      have achieved,

then within thirty days after demand by such Affected Party (which demand shall
be accompanied by a statement setting forth the basis for, calculation of, and
amount of such additional costs or reduced amount receivable; provided, however,
that no Affected Party shall be required to disclose any confidential or tax
planning information in any such statement), Seller shall pay directly to such
Affected Party such additional amount or amounts as will compensate such
Affected Party for such additional or increased cost or such reduction.


                                       10
<PAGE>

      (b) Seller shall not be required to compensate an Affected Party pursuant
to this Section 4.02 for any amounts incurred more than twelve (12) months prior
to the date such Affected Party notifies Seller of such Affected Party's
intention to claim compensation therefor, provided that, if the circumstances
giving rise to such claim have a retroactive effect, then such twelve (12) month
period shall be extended to include the period of such retroactive effect.

      (c) In determining any amount provided for or referred to in this Section
4.02, an Affected Party may use any reasonable averaging and attribution methods
that it shall deem applicable. Any Affected Party when making a claim under this
Section 4.02 shall submit to Seller a statement as to such increased cost or
reduced return (including reasonable calculations and an explanation in
connection therewith), which statement shall, in the absence of manifest error,
be conclusive and binding upon Seller.

      SECTION 4.03. Funding Losses. In the event that any Affected Party shall
incur any loss or expense (including any loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Affected Party to make or maintain any funding with respect to the Asset
Interest) as a result of (i) any settlement with respect to any portion of
Capital funded by such Affected Party being made on any day other than the
scheduled last day of an applicable Settlement Period with respect thereto or
(ii) any Purchase not being made in accordance with a request therefor under
Section 1.02, then, upon demand by the Administrator to Seller, Seller shall pay
to the Administrator for the account of such Affected Party, the amount of such
loss or expense. Such written notice (which shall include calculations in
reasonable detail) shall, in the absence of manifest error, be conclusive and
binding upon Seller.

                                   ARTICLE V

                             CONDITIONS TO PURCHASES

      SECTION 5.01. Conditions Precedent to the Effectiveness of the Original
Receivables Purchase Agreement. The Seller hereby confirms that concurrently
with the effectiveness of the Original Receivables Purchase Agreement, Fleet
Securities, as Administrator received on or before the date of the initial
Purchase thereunder the following:

      (a) Good standing certificates for each of Parent, each Originator and
Seller issued by the Secretaries of State of the jurisdiction of its
incorporation and its principal place of business;

      (b) A certificate of the Secretary or Assistant Secretary of each of
Seller, each Originator and Parent certifying (i) a copy of the resolutions of
its Board of Directors approving the Transaction Documents delivered by it
thereunder and the transactions contemplated thereby; (ii) the names and true
signatures of the officers authorized on its behalf to sign the Transaction
Documents delivered by it thereunder; (iii) a copy of its by-laws; and (iv) all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to the Transaction Documents to which such
Person is a party;


                                       11
<PAGE>

      (c) The Certificate of Incorporation or Articles of Incorporation, as
applicable, of each of Seller, each Originator and Parent, duly certified by the
Secretary of State of the jurisdiction of its incorporation, as of a date
reasonably close to such date;

      (d) Acknowledgment copies, or time stamped receipt copies, of proper
financing statements (Form UCC-1), filed on or prior to the date of the initial
Purchase, naming (i) each Originator as a debtor and seller of Receivables,
Seller as the secured party and purchaser and Fleet Securities, as
Administrator, for the benefit of Purchasers, as the assignee and (ii) Seller as
the debtor and seller of Receivables or an undivided interest therein and Fleet
Securities, as Administrator, for the benefit of Purchasers, as the secured
party and purchaser, or other, similar instruments or documents, as may have
been necessary or, in the opinion of Fleet Securities, as Administrator,
desirable under the UCC or any comparable law of all appropriate jurisdictions
to perfect Seller's and Purchasers' interests in the Pool Assets;

      (e) A search report provided in writing to and approved by Fleet
Securities, as Administrator, listing all effective financing statements that
name any Originator as debtor or assignor and that are filed in the
jurisdictions in which filings were made pursuant to subsection (d) above and in
such other jurisdictions that Fleet Securities, as Administrator, shall have
reasonably requested, together with copies of such financing statements (none of
which covered any Pool Assets, unless executed termination statements and/or
partial releases with respect thereto have been delivered to Fleet Securities,
as Administrator), and tax and judgment lien search reports from a Person
satisfactory to Servicer and Fleet Securities, as Administrator, showing no
evidence of such liens filed against any Originator;

      (f) Duly executed copies of the Lock-Box Agreements with the Lock-Box
Banks (other than a Lock-Box Agreement with Royal Bank of Canada);

      (g) Reasonably satisfactory opinions of (i) Sullivan & Cromwell LLP,
counsel to Parent, the Originator and Seller, and (ii) special Florida and
Canadian counsel to Parent and the Originator;

      (h) Such powers of attorney as Fleet Securities, as Administrator, shall
have reasonably requested to enable Fleet Securities, as Administrator, to
collect all amounts due under any and all Pool Assets;

      (i) A pro forma Servicer Report, prepared in respect of the proposed
initial Purchase, assuming a Cut-Off Date of September 30, 2001;

      (j) Satisfactory results of a review and audit, conducted by Fleet
Securities, of Parent's collection, operating and reporting systems, Credit and
Collection Policy, historical receivables data and accounts, including
satisfactory results of a review of the Parent's operating location(s) and
satisfactory review and approval of the Eligible Receivables in existence on the
date of the initial Purchase;

      (k) Evidence of payment of Seller by all accrued and unpaid fees
(including those contemplated by the Fee Letter), costs and expenses to the
extent then due and payable on the date thereof, together with attorneys' fees
of Fleet Securities, as Administrator, to the extent


                                       12
<PAGE>

invoiced at least two Business Days prior to such date, including any such
costs, fees and expenses arising under or referenced in Section 14.05;

      (l) The liquidity agreement in respect thereof, duly executed by the
parties thereto; and

      (m) The Purchase Agreement, duly executed by each Originator and Seller,
and a copy of all documents required to have been delivered thereunder.

      SECTION 5.02. Conditions Precedent to Restatement. The amendment and
restatement of this Agreement is subject to the condition precedent that each
Transaction Document shall be in full force and effect and the further condition
that the Administrator shall have received, on or before the Restatement Date,
the following, each (unless otherwise indicated) dated such date and in form and
substance reasonably satisfactory to the Administrator:

            (a) Good standing certificates for each of Parent and Seller issued
      by the Secretaries of State of the jurisdiction of its incorporation and
      its principal place of business, as at a recent date;

            (b) A certificate of the Secretary or Assistant Secretary of each of
      Seller and Parent certifying (i) a copy of the resolutions of its Board of
      Directors approving the Transaction Documents to be delivered by it
      hereunder and the transactions contemplated hereby; (ii) the names and
      true signatures of the officers authorized on its behalf to sign the
      Transaction Documents to be delivered by it hereunder (on which
      certificate the Administrator and each Purchaser may conclusively rely
      until such time as the Administrator shall receive from Seller, such
      Originator or Parent, as the case may be, a revised certificate meeting
      the requirements of this subsection (b)); (iii) a copy of its by-laws; and
      (iv) all documents evidencing other necessary corporate action and
      governmental approvals, if any, with respect to the Transaction Documents
      to which such Person is a party;

            (c) The Certificate of Incorporation or Articles of Incorporation,
      as applicable, of each of Seller and Parent, duly certified by the
      Secretary of State of the jurisdiction of its incorporation, as of a
      recent date;

            (d) Acknowledgment copies, or time stamped receipt copies, of proper
      financing statements (Form UCC-3), filed on or prior to the Restatement
      Date, naming the Administrator as secured party;

            (e) A search report provided in writing to and approved by the
      Administrator listing all effective financing statements that name any
      Originator as debtor or assignor and that are filed in the jurisdictions
      in which filings were made pursuant to subsection (d) above and in such
      other jurisdictions that Administrator shall reasonably request, together
      with copies of such financing statements (none of which shall cover any
      Pool Assets, unless executed termination statements and/or partial
      releases with respect thereto have been delivered to the Administrator),
      and tax and judgment lien search reports from


                                       13
<PAGE>

      a Person satisfactory to Servicer and the Administrator showing no
      evidence of such liens filed against any Originator;

            (f) Assignments of the Lock-Box Agreements with the Lock-Box Banks;

            (g) Such powers of attorney as the Administrator shall reasonably
      request to enable the Administrator to collect all amounts due under any
      and all Pool Assets; and

            (h) A pro forma Servicer Report, dated as of the Restatement Date,
      assuming a Cut-Off Date of September 30, 2003.

      SECTION 5.03. Conditions Precedent to All Purchases and Reinvestments.
Each Purchase (including the initial Purchase) and each Reinvestment hereunder,
shall be subject to the further conditions precedent that:

            (a) in the case of each Purchase, Servicer shall have delivered to
      the Administrator on or prior to such Purchase, in form and substance
      reasonably satisfactory to the Administrator, a completed Servicer Report
      with respect to the immediately preceding calendar month, dated within two
      (2) Business Days prior to the date of such Purchase, together with such
      additional information as may be reasonably requested by the
      Administrator; and

            (b) on the date of such Purchase or Reinvestment the following
      statements shall be true (and Seller by accepting the amount of such
      Purchase or by receiving the proceeds of such Reinvestment shall be deemed
      to have certified that):

                  (i) the representations and warranties contained in Article VI
            are correct on and as of such day in all material respects as though
            made on and as of such day and shall be deemed to have been made on
            such day (except that any such representation or warranty that is
            expressly stated as being made only as of a specified earlier date
            shall be true and correct in all material respects as of such
            earlier date),

                  (ii) no event has occurred and is continuing, or would result
            from such Purchase or Reinvestment, that constitutes a Liquidation
            Event or Unmatured Liquidation Event,

                  (iii) after giving effect to each proposed Purchase or
            Reinvestment, Capital will not exceed the Purchase Limit and the
            Asset Interest will not exceed the Allocation Limit, and

                  (iv) the Termination Date shall not have occurred;

provided, however, the absence of the occurrence and continuance of an Unmatured
Liquidation Event shall not be a condition precedent to any Reinvestment.


                                       14
<PAGE>

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      SECTION 6.01. Representations and Warranties of Seller. Seller represents
and warrants as follows:

            (a) Organization and Good Standing. Seller has been duly organized
      and is validly existing as a corporation in good standing under the laws
      of the State of New York, with power and authority to own its properties
      as such properties are presently owned and to conduct its business as such
      business is presently conducted, and had at all relevant times, and now
      has, all necessary power, authority, and legal right to acquire and own
      the Pool Assets.

            (b) Due Qualification. Seller is duly qualified to do business as a
      foreign corporation in good standing, and has obtained all necessary
      licenses and approvals, in all other jurisdictions in which the ownership
      or lease of property or the conduct of its business requires such
      qualification, licenses or approvals, except where the failure to so
      qualify or have such licenses or approvals has not had, and could not
      reasonably be expected to have, a Material Adverse Effect.

            (c) Power and Authority; Due Authorization. Seller (i) has all
      necessary corporate power, authority and legal right to (A) execute and
      deliver this Agreement and the other Transaction Documents to which it is
      a party, (B) carry out the terms of the Transaction Documents to which it
      is a party, and (C) sell and assign the Asset Interest on the terms and
      conditions herein provided and (ii) has duly authorized by all necessary
      corporate action the execution, delivery and performance of this Agreement
      and the other Transaction Documents to which it is a party and the sale
      and assignment of the Asset Interest on the terms and conditions herein
      provided.

            (d) Valid Transfer; Binding Obligations. This Agreement and the
      agreements of Fleet Securities and Fleet National Bank in Section 14.15(a)
      hereof constitute a valid transfer and assignment of the Asset Interest to
      the Administrator, for the benefit of Purchasers, assuming the
      effectiveness of the agreements of Fleet Securities and Fleet National
      Bank in Section 14.15(a); and this Agreement constitutes, and each other
      Transaction Document to be signed by Seller when duly executed and
      delivered will constitute, a legal, valid and binding obligation of Seller
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity, regardless of whether such enforceability is
      considered in a proceeding in equity or at law.

            (e) No Violation. The consummation of the transactions contemplated
      by this Agreement and the other Transaction Documents to which Seller is a
      party and the fulfillment of the terms hereof and thereof will not (i)
      conflict with, result in any breach of any of the terms and provisions of,
      or constitute (with or without notice or lapse of time or both) a default
      under, Seller's certificate of incorporation or by-laws, (ii) conflict


                                       15
<PAGE>

      with, result in any breach of any of the terms and provisions of, or
      constitute (with or without notice or lapse of time or both) a default
      under any Contractual Obligation of Seller that could reasonably be
      expected to have a Material Adverse Effect, (iii) result in the creation
      or imposition of any Lien upon any of Seller's properties pursuant to the
      terms of any such Contractual Obligation, other than any Lien created
      pursuant to this Agreement or any other Transaction Document, or (iv)
      violate any Applicable Law, the violation of which could reasonably be
      expected to have Material Adverse Effect.

            (f) No Proceedings. There is no litigation, proceeding or
      investigation pending, or to the best of Seller's knowledge, threatened,
      before any Governmental Authority or arbitrator (i) asserting the
      invalidity of this Agreement or any other Transaction Document to which
      Seller is a party, (ii) seeking to prevent the sale and assignment of the
      Asset Interest or the consummation of any of the other transactions
      contemplated by this Agreement or any other Transaction Document, or (iii)
      seeking any determination or ruling that could reasonably be expected to
      have a Material Adverse Effect.

            (g) Bulk Sales Act. No transaction contemplated hereby requires
      compliance with any bulk sales act or similar law.

            (h) Government Approvals. No Governmental Action is required for the
      due execution, delivery and performance by Seller of this Agreement or any
      other Transaction Document to which Seller is a party, except for the
      filing of the UCC financing statements referred to in Article V, all of
      which, at the time required in Article V, shall have been duly made and
      shall be in full force and effect.

            (i) Financial Condition. Since the date of Seller's formation, there
      has been no material adverse change in Seller's results of operations,
      financial condition or assets, provided, that the parties hereto hereby
      acknowledge that the Seller's performance of its obligations and exercise
      of its rights under this Agreement and the other Transaction Documents
      shall not give rise to a material adverse change in Seller's results of
      operations, financial condition or assets.

            (j) Margin Regulations. The use of all funds obtained by Seller
      under this Agreement will not conflict with or contravene any of
      Regulations T, U and X promulgated by the Board of Governors of the
      Federal Reserve System from time to time.

            (k) Quality of Title. Each Pool Asset is legally and beneficially
      owned by Seller free and clear of any Lien (other than any Lien created
      hereby or arising solely as the result of any action taken by a Purchaser
      or the Administrator); when the Administrator, for the benefit of
      Purchasers, makes a Purchase or Reinvestment, it shall acquire a valid and
      enforceable perfected first priority undivided percentage interest to the
      extent of the Asset Interest in each Pool Asset, free and clear of any
      Lien (other than any Lien created hereby or arising solely as the result
      of any action taken by a Purchaser or the Administrator), enforceable
      against any creditor of, or purchaser from, Seller or any Originator; and
      no financing statement or other instrument similar in effect covering


                                       16
<PAGE>

      any Pool Asset is on file in any recording office except such as may be
      filed (i) in favor of an Originator in accordance with the Contracts, (ii)
      in favor of Seller in accordance with the Purchase Agreement, or (iii) in
      favor of a Purchaser or the Administrator in accordance with this
      Agreement or in connection with any Lien arising solely as the result of
      any action taken by a Purchaser or the Administrator.

            (l) Accurate Reports. No information included in any Servicer Report
      or Weekly Report to the extent supplied by Seller, or other information,
      exhibit, financial statement, document, book, record or report furnished
      by or on behalf of Seller to the Administrator or any Purchaser in
      connection with this Agreement was inaccurate in any material respect as
      of the date it was dated or (except as otherwise disclosed in writing to
      the Administrator at such time) as of the date so furnished, or contained
      any untrue statement of a material fact or omitted to state a material
      fact necessary to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

            (m) Offices. The principal place of business and chief executive
      office of Seller are located at the address of Seller referred to in
      Section 14.02, and the offices where Seller keeps all its books, records
      and documents evidencing or relating to Pool Receivables are located at
      the addresses specified in Schedule 6.01(m) (or at such other locations,
      notified to the Administrator in accordance with Section 7.01(f), in
      jurisdictions where all action required by Section 8.05 has been taken and
      completed).

            (n) Lock-Box Accounts. The names and addresses of all the Lock-Box
      Banks, together with the account numbers of the lock-box accounts of
      Seller at such Lock-Box Banks, are specified in Schedule 6.01(n) (or have
      been notified to the Administrator in accordance with Section 7.03(d)).

            (o) Eligible Receivables. Each Receivable included in the Net Pool
      Balance as an Eligible Receivable on the date of any Purchase,
      Reinvestment or other calculation of Net Pool Balance was an Eligible
      Receivable on such date.

            (p) Accounting Sale. Seller has accounted for each sale of undivided
      percentage ownership interests in Receivables in its books and financial
      statements as sales, consistent with GAAP.

            (q) Credit and Collection Policy. Seller has complied in all
      material respects with the Credit and Collection Policy with regard to
      each Receivable.

            (r) Corporate Name. Seller's complete corporate name is set forth in
      the preamble to this Agreement, and Seller does not use and has not during
      the last six years used any other corporate name, trade name, doing
      business name or fictitious name.

      SECTION 6.02. Representations and Warranties of Parent. Parent represents
and warrants as follows:

            (a) Organization and Good Standing. Parent has been duly organized
      and is validly existing as a corporation in good standing under the laws
      of the State of New


                                       17
<PAGE>

      York, with power and authority to own its properties as such properties
      are presently owned and to conduct its business as such business is
      presently conducted.

            (b) Due Qualification. Parent is duly qualified to do business as a
      foreign corporation in good standing, and has obtained all necessary
      licenses and approvals, in all jurisdictions in which the ownership or
      lease of property or the conduct of its business requires such
      qualification, licenses or approvals, except where the failure to so
      qualify or have such licenses or approvals has not had, and could not
      reasonably be expected to have, a Material Adverse Effect.

            (c) Power and Authority; Due Authorization. Parent (i) has all
      necessary corporate power, authority and legal right to (A) execute and
      deliver this Agreement and the other Transaction Documents to which it is
      a party and (B) carry out the terms of the Transaction Documents to which
      it is a party and (ii) has duly authorized by all necessary corporate
      action the execution, delivery and performance of this Agreement and the
      other Transaction Documents to which it is a party.

            (d) Binding Obligations. This Agreement constitutes, and each other
      Transaction Document to be signed by Parent when duly executed and
      delivered will constitute, a legal, valid and binding obligation of Parent
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity, regardless of whether such enforceability is
      considered in a proceeding in equity or at law.

            (e) No Violation. The consummation of the transactions contemplated
      by this Agreement and the other Transaction Documents to which Parent is a
      party and the fulfillment of the terms hereof and thereof will not (i)
      conflict with, result in any breach of any of the terms and provisions of,
      or constitute (with or without notice or lapse of time or both) a default
      under the Parent's articles of incorporation or by-laws, (ii) conflict
      with, result in any breach of any of the terms and provisions of, or
      constitute (with or without notice or lapse of time or both) a default
      under any Contractual Obligation of Parent that could reasonably be
      expected to have a Material Adverse Effect, (iii) result in the creation
      or imposition of any Lien upon any of Parent's properties pursuant to the
      terms of any such Contractual Obligation (other than any Lien created
      pursuant to the Transaction Documents), or (iv) violate any Applicable
      Law, the violation of which could reasonably be expected to have a
      Material Adverse Effect.

            (f) No Proceedings. Except as set forth on Schedule 6.02(f), there
      is no litigation, proceeding or investigation pending or, to the best of
      Parent's knowledge, threatened, before any Governmental Authority or
      arbitrator (i) asserting the invalidity of this Agreement or any other
      Transaction Document to which Parent is a party, (ii) seeking to prevent
      the sale and assignment of the Asset Interest or the consummation of any
      of the other transactions contemplated by this Agreement or any other
      Transaction Document, or (iii) seeking any determination or ruling that
      could reasonably be expected to have a Material Adverse Effect.


                                       18
<PAGE>

            (g) Government Approvals. No Governmental Action is required for the
      due execution, delivery and performance by Parent of this Agreement or any
      other Transaction Document to which it is a party, other than the filing
      of the UCC financing statements referred to in Article V, all of which, at
      the time required in Article V, shall have been duly made and shall be in
      full force and effect.

            (h) Financial Condition. The audited consolidated balance sheets of
      Parent as at December 31, 2000, December 31, 2001 and December 31, 2002,
      and the related consolidated statements of income and cash flows for the
      fiscal years ended on such dates reported on by and accompanied by an
      unqualified report from PricewaterhouseCoopers LLP, present fairly the
      consolidated financial position of Parent as at such dates and the
      consolidated results of its operations and its consolidated cash flows for
      the respective fiscal years then ended. The unaudited consolidated balance
      sheet of Parent as at March 31, 2003 and June 30, 2003, and the related
      unaudited consolidated statements of income and cash flows for the
      three-month and six-month, respectively, periods ended on such dates,
      present fairly the consolidated financial position of Parent as at such
      dates, and the consolidated results of its operations and its consolidated
      cash flows for the three-month and six-month, respectively, periods then
      ended (subject to normal year-end audit adjustments). All such financial
      statements, including the related schedules and any notes thereto (except
      in the case of any notes to the financial statements dated as of March 31,
      2003 or June 30, 2003), have been prepared in accordance with GAAP applied
      consistently throughout the periods involved (except as approved by the
      aforementioned firm of accountants and disclosed therein). Since December
      31, 2002, there has been no material adverse change in any such business,
      results of operations, assets or financial position.

            (i) Accurate Reports. No information included in any Servicer Report
      or Weekly Report to the extent supplied by Parent, or other information,
      exhibit, financial statement, document, book, record or report furnished
      by or on behalf of Parent to the Administrator or any Purchaser, in
      connection with this Agreement was inaccurate in any material respect as
      of the date it was dated or (except as otherwise disclosed in writing to
      the Administrator at such time) as of the date so furnished, or contained
      any untrue statement of a material fact or omitted to state a material
      fact necessary to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

                                  ARTICLE VII

                                GENERAL COVENANTS

      SECTION 7.01. Affirmative Covenants. From the date hereof until the Final
Payout Date:

            (a) Compliance with Laws, Etc. Each of Seller and Parent will comply
      in all material respects with all Applicable Laws, including those with
      respect to the Pool Receivables and the related Contracts, except where
      noncompliance could not reasonably be expected to have a Material Adverse
      Effect.


                                       19
<PAGE>

            (b) Preservation of Corporate Existence. Each of Seller and Parent
      will preserve and maintain its corporate existence in the jurisdiction of
      its formation, and qualify and remain qualified in good standing as a
      foreign corporation in each jurisdiction where the failure to preserve and
      maintain such existence and qualification could reasonably be expected to
      have a Material Adverse Effect.

            (c) Audits. (i) Each of Parent and Seller will from time to time
      during regular business hours and, unless a Liquidation Event has occurred
      and is continuing, on reasonable prior written notice, permit the
      Administrator or any of its agents or representatives, (A) to examine and
      make copies of and abstracts from all books, records and documents
      (including, without limitation, computer tapes and disks) in its
      possession or under its control relating to Pool Assets, (B) to visit its
      offices and properties for the purpose of examining such materials
      described in clause (i)(A) above, and to discuss matters relating to Pool
      Assets or its performance hereunder with any of its officers or employees
      having knowledge of such matters, and (C) to verify the existence and
      amount of the Receivables; and (ii) without limiting the provisions of
      clause (i) above, from time to time on the written request of
      Administrator during regular business hours, permit certified public
      accountants or other auditors acceptable to the Administrator and, unless
      a Liquidation Event has occurred and is continuing, reasonably acceptable
      to Parent to conduct, at Seller's or Parent's, as the case may be,
      expense, a review of its books and records with respect to the Pool
      Receivables; provided, however that unless a Liquidation Event has
      occurred and is continuing, Seller and Parent shall not be obligated to
      pay for more than one such review in each calendar year. Any such
      certified public accountants or other auditors shall be obligated to enter
      into a customary confidentiality agreement with Parent.

            (d) Keeping of Records and Books of Account. Each of Seller and
      Parent will maintain and implement administrative and operating procedures
      (including, without limitation, an ability to recreate records evidencing
      Pool Receivables in the event of the destruction of the originals thereof)
      and keep and maintain all documents, books, records and other information
      reasonably necessary or advisable for the collection of all Pool Assets
      (including, without limitation, records adequate to permit the daily
      identification of each new Pool Receivable and all Collections of and
      adjustments to each existing Pool Receivable).

            (e) Performance and Compliance with Receivables and Contracts.
      Seller will timely and fully perform and comply (or cause an Originator to
      perform and comply pursuant to the Purchase Agreement) with all
      provisions, covenants and other promises required to be observed by it
      under the Contracts related to the Pool Receivables and all other
      agreements related to such Pool Receivables, except where failure to do so
      would not materially adversely affect the validity, enforceability or
      collectibility of the related Pool Receivable.

            (f) Location of Records. Each of Seller and Parent will keep its
      principal place of business and chief executive office, and the offices
      where it keeps its records concerning the Pool Receivables and all related
      Contracts and all other agreements related to such Pool Receivables (and
      all original documents relating thereto), at its


                                       20
<PAGE>

      address(es) referred to in Section 14.02 or, upon 30 days' prior written
      notice to the Administrator, at such other locations in jurisdictions
      where all action required by Section 8.05 shall have been taken and
      completed.

            (g) Credit and Collection Policies. Each of Seller and Parent, at
      its own expense, will timely and fully perform and comply in all material
      respects with the Credit and Collection Policy in regard to each Pool
      Receivable and the related Contracts.

            (h) Collections. Each of Seller and Parent will instruct (i) all
      Obligors to cause all Collections to be sent to a Lock-Box that is the
      subject of a Lock-Box Agreement and (ii) each Lock-Box Bank to deposit all
      such Collections directly into a Lock-Box Account that is the subject of a
      Lock-Box Agreement. In the event that Parent or Seller receives
      Collections directly from any Obligor, Parent or Seller, as the case may
      be, shall deposit such Collections into a Lock-Box Account within two
      Business Days of receipt thereof.

            (i) Net Worth. Seller will maintain a Tangible Net Worth of at least
      $2,000,000.

            (j) Quality of Title. Each of Seller and Parent will take all action
      reasonably necessary or advisable to establish and maintain a valid and
      enforceable perfected first priority undivided percentage interest in
      favor of the Administrator, for the benefit of the Purchasers, to the
      extent of the Asset Interest in each Pool Asset, free and clear of any
      Lien (other than any Lien created by this Agreement or any other
      Transaction Document or arising solely as a result of any action taken by
      a Purchaser or the Administrator), enforceable against any creditor of, or
      purchaser from, Seller or Parent.

            (k) Financial Covenants. Parent will not permit Consolidated Net
      Worth as of the end of any fiscal quarter during any fiscal year of Parent
      to be less than the sum of (i) $290,000,000 plus (ii) 75% of positive
      Consolidated Net Income since December 31, 2002 plus (iii) Net Cash
      Proceeds from the sale of Capital Stock of Parent on a cumulative basis
      since December 31, 2002.

      SECTION 7.02. Reporting Requirements. From the date hereof until the Final
Payout Date:

            (a) Quarterly Financial Statements. As soon as available and in any
      event within 45 days after the end of each of the first three quarterly
      periods of each fiscal year (i) Seller will furnish to the Administrator
      copies of its unaudited financial statements, consisting of at least a
      balance sheet of Seller as at the close of such quarter and the related
      unaudited statements of income and of cash flows for such quarter and for
      the portion of the fiscal year through the end of such quarter, setting
      forth in each case in comparative form the figures for the previous year,
      certified by the chief financial officer of Seller as being fairly stated
      in all material respects (subject to normal year-end audit adjustments)
      and (ii) Parent will furnish to the Administrator copies of the unaudited
      consolidated financial statements of Parent, consisting of at least an
      unaudited consolidated balance sheet of Parent and its Subsidiaries as at
      the end of such quarter and


                                       21
<PAGE>

      the related unaudited statements of income and cash flows for such quarter
      and for the portion of the fiscal year through the end of such quarter,
      setting forth in each case in comparative form the figures for the
      previous year, certified by the principal financial officer of Parent as
      being fairly stated in all material respects (subject to normal year-end
      audit adjustments); all of the foregoing financial statements shall be
      complete and correct in all material respects and shall be prepared in
      reasonable detail and in accordance with GAAP applied consistently
      throughout the periods reflected therein and with prior periods (except as
      approved by such officer and disclosed therein, provided that such
      financial statements need not contain footnotes);

            (b) Annual Financial Statements. As soon as available and in any
      event within 90 days after the end of each fiscal year (i) Seller will
      furnish to the Administrator copies of its audited financial statements,
      consisting of at least a balance sheet of Seller as at the end of such
      year and the related audited consolidated statements of income and cash
      flows for such year, setting forth in each case in comparative form the
      figures for the previous year reported on without a "going-concern" or
      like qualification or exception, or qualification arising out of the scope
      of the audit, by PricewaterhouseCoopers LLP or other independent certified
      public accountants of nationally recognized standing; and (ii) Parent will
      furnish to the Administrator copies of its audited financial statements,
      consisting of at least the audited consolidated balance sheet of Parent
      and its Subsidiaries as at the end of such year and a related audited
      consolidated statements of income and of cash flow for such year, setting
      forth in each case in comparative form the figures for the previous year,
      reported on without a "going-concern" or like qualification or exception,
      or qualification arising out of the scope of the audit, by
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of national recognized standing; all of the foregoing
      financial statements shall be complete and correct in all material
      respects and shall be prepared in reasonable detail and in accordance with
      GAAP applied consistently throughout the periods reflected therein and
      with prior periods (except as approved by such accountants and disclosed
      therein);

            (c) Compliance Certificate. Together with each quarterly and annual
      financial statement delivered in accordance with the preceding paragraphs,
      Parent will furnish to the Administrator a compliance certificate showing
      a calculation of the financial covenant set forth in Section 7.01(k)
      certified by the principal financial officer of Parent;

            (d) Liquidation Events. Each of Seller and Parent will furnish to
      the Administrator, as soon as possible and in any event within two
      Business Days after an officer of Seller or Parent obtains actual
      knowledge of the occurrence of each Liquidation Event and each Unmatured
      Liquidation Event, a written statement of the chief financial officer or
      chief accounting officer of Seller or Parent, as the case may be, setting
      forth details of such event and the action that Seller or Parent, as the
      case may be, proposes to take with respect thereto;

            (e) Litigation. Each of Seller and Parent will furnish to the
      Administrator, as soon as possible and in any event within three Business
      Days of Seller's or Parent's actual knowledge thereof, notice of (i) any
      litigation, investigation or proceeding which may exist at any time which
      is not fully covered by insurance and which could be reasonably


                                       22
<PAGE>

      expected to have a Material Adverse Effect and (ii) any material adverse
      development in previously disclosed litigation;

            (f) Change in Credit and Collection Policy. Each of Seller and
      Parent will furnish to the Administrator, prior to its effective date,
      notice of any material change in the Credit and Collection Policy;

            (g) Change in Name. Seller will furnish to the Administrator, at
      least thirty days prior to any change in Seller's name, principal
      business, location, jurisdiction of organization or any other change
      requiring the amendment of UCC financing statements, a notice setting
      forth such changes and the effective date thereof; and

            (h) Other Information. Each of Seller and Parent will furnish to the
      Administrator such other information respecting the Receivables or the
      condition or operations, financial or otherwise, of the Parent or Seller
      or any of Parent's Subsidiaries as the Administrator may from time to time
      reasonably request.

      SECTION 7.03. Negative Covenants. From the date hereof until the Final
Payout Date:

            (a) Sales, Liens, Etc. Seller will not, except as otherwise provided
      herein or in the other Transaction Documents, sell, assign (by operation
      of law or otherwise) or otherwise dispose of, or create or suffer to exist
      any Lien upon or with respect to, any Pool Asset or any interest therein.

            (b) Extension or Amendment of Receivables. Neither Parent nor Seller
      will, except as otherwise permitted in Section 8.02, extend, amend or
      otherwise modify, or permit Servicer to extend, amend or otherwise modify,
      the terms of any Pool Receivable; or amend, modify or waive, or permit
      Servicer to amend, modify or waive, any term or condition of any Contract
      related to a Pool Receivable.

            (c) Change in Business or Credit and Collection Policy. Neither
      Parent nor Seller will make any change in the character of its business or
      in the Credit and Collection Policy, which change could materially impair
      the collectibility of any Pool Receivable or otherwise materially
      adversely affect the interests or remedies of the Administrator or any
      Purchaser under this Agreement or any other Transaction Document.

            (d) Change in Payment Instructions to Obligors. Neither Parent nor
      Seller will add or terminate any bank as a Lock-Box Bank or any Lock-Box
      Account from those listed in Schedule 6.01(n) or make any change, or
      permit Servicer to make any change, in its instructions to Obligors
      regarding payments to be made to Seller or Servicer or payments to be made
      to any Lock-Box Bank, unless the Administrator shall have received prior
      notice of such addition, termination or change and duly executed copies of
      Lock-Box Agreements with each new Lock-Box Bank or with respect to each
      new Lock-Box Account, as the case may be.


                                       23
<PAGE>

            (e) Mergers, Acquisitions, Sales, etc. Neither Parent nor Seller
      will (i) be a party to any merger with or acquisition of any other Person
      without the consent of the Administrator, unless, in the case of Parent,
      Parent is the surviving corporation and no Liquidation Event has occurred
      and is continuing or would result therefrom, or (ii) sell, transfer,
      convey or lease all or substantially all of its assets, or sell or assign
      with or without recourse any Receivables or any interest therein (other
      than pursuant hereto or to the Purchase Agreement). Parent will not sell
      any of the capital stock of Seller, or permit any Lien to exist thereon.

            (f) Deposits to Special Accounts. Neither Parent nor Seller will
      deposit or otherwise credit, or cause or permit to be so deposited or
      credited, to any Lock-Box Account cash or cash proceeds other than
      Collections of Pool Receivables.

            (g) Other Business. Seller will not (i) engage in any business other
      than the transactions contemplated by the Transaction Documents; (ii)
      incur any indebtedness, obligation, liability or contingent obligation of
      any kind other than pursuant to this Agreement or the Purchase Agreement;
      or (iii) form any Subsidiary or make any investments in any other Person.

            (h) Certificate of Incorporation; Purchase Agreement. Seller will
      not amend, modify, terminate, revoke or waive any provision of its
      certificate of incorporation, any Initial Purchaser Note or the Purchase
      Agreement.

            (i) Restricted Payments. Seller will not declare or make any
      dividend or other distributions to any of its shareholders, redeem or
      purchase any of its capital stock or make any loan or other payments to
      any of its shareholders (other than (1) payments of the purchase price of
      Receivables as set forth in the Purchase Agreement, (2) the turn-over of
      Collections of Reconveyed Receivables to an Originator as set forth in the
      Purchase Agreement, (3) payment of Servicer's Fee so long as Parent is
      Servicer and (4) payment of reasonable management fees and reimbursement
      of reasonable expenses of Parent incurred in connection with managing
      Seller) unless, in each case, no Liquidation Event or Unmatured
      Liquidation Event has occurred and is continuing or would result
      therefrom.

            (j) Change of Name or Location. Seller will not change its name or
      the location of its principal place of business or chief executive office
      or its corporate structure or its jurisdiction or organization, unless
      Seller has given the Administrator at least thirty (30) days prior notice
      thereof, and has taken all steps necessary or advisable under the UCC to
      continue the perfection and priority of the Administrator's and each
      Purchaser's interest in the Pool Assets.

      SECTION 7.04. Separate Existence. Each of Seller and Parent hereby
acknowledges that each Purchaser and the Administrator are entering into the
transactions contemplated by this Agreement and the other Transaction Documents
in reliance upon Seller's identity as a legal entity separate from Parent.
Therefore, from and after the date hereof, each of Seller and Parent shall take
all steps specifically required by this Agreement or by any Purchaser or the
Administrator to continue Seller's identity as a separate legal entity and to
make it


                                       24
<PAGE>

apparent to third Persons that Seller is an entity with assets and liabilities
distinct from those of Parent and any other Person, and is not a division of
Parent or any other Person. Without limiting the generality of the foregoing and
in addition to and consistent with the other covenants set forth herein, each of
Seller and Parent shall take such actions as shall be required in order that:

            (a) Seller will be a limited purpose corporation whose primary
      activities are restricted in its certificate of incorporation to
      purchasing or otherwise acquiring from the Originators, owning, holding,
      granting security interests, or selling interests, in Pool Assets,
      entering into agreements for the selling and servicing of the Receivables
      Pool, and conducting such other activities as it deems necessary or
      appropriate to carry out its primary activities;

            (b) Seller shall not engage in any business or activity, or incur
      any indebtedness or liability other than as expressly permitted by the
      Transaction Documents;

            (c) Not less than one member of Seller's Board of Directors shall be
      an Independent Director. The certificate of incorporation of Seller shall
      provide that (i) Seller's Board of Directors shall not approve, or take
      any other action to cause the filing of, a voluntary bankruptcy or
      insolvency petition or similar proceeding or a merger or dissolution with
      respect to Seller unless the Independent Director shall approve the taking
      of such action in writing prior to the taking of such action and (ii) such
      provision cannot be amended without the prior written consent of the
      Independent Director;

            (d) The Independent Director shall not at any time serve as a
      trustee in bankruptcy for Seller, Parent or any Affiliate thereof;

            (e) Any employee, consultant or agent of Seller will be compensated
      from Seller's funds for services provided to Seller. Seller will not
      engage any agents other than its attorneys, auditors and other
      professionals, and a Servicer as contemplated by the Transaction Documents
      for the Receivables Pool, which Servicer will be fully compensated for its
      services by payment of Servicer's Fee and a manager, which manager will be
      fully compensated from Seller's funds;

            (f) Seller will not incur any material indirect or overhead expenses
      for items shared with Parent (or any other Affiliate thereof) which are
      not reflected in Servicer's Fee or the fee to Parent in its role as
      manager for Seller. To the extent, if any, that Seller (or any other
      Affiliate thereof) share items of expenses not reflected in Servicer's Fee
      or the manager's fee, such as legal, auditing and other professional
      services, such expenses will be allocated to the extent practical on the
      basis of actual use or the value of services rendered, and otherwise on a
      basis reasonably related to the actual use or the value of services
      rendered, it being understood that Parent shall pay all expenses relating
      to the preparation, negotiation, execution and delivery of the Transaction
      Documents, including, without limitation, legal and other fees;

            (g) Seller's operating expenses will not be paid by Parent or any
      other Affiliate thereof;


                                       25
<PAGE>

            (h) Seller will have its own stationery;

            (i) Seller's books and records will be maintained separately from
      those of Parent and any other Affiliate thereof;

            (j) All financial statements of Parent or any Affiliate thereof that
      are consolidated to include Seller will contain detailed notes clearly
      stating that (A) all of Seller's assets are owned by Seller, and (B)
      Seller is a separate entity with creditors who have received security
      interests in Seller's assets;

            (k) Seller's assets will be maintained in a manner that facilitates
      their identification and segregation from those of Parent or any Affiliate
      thereof;

            (l) Seller will strictly observe corporate formalities in its
      dealings with Parent or any Affiliate thereof, and funds or other assets
      of Seller will not be commingled with those of Parent or any Affiliate
      thereof except as permitted by this Agreement in connection with servicing
      the Pool Receivables. Seller shall not maintain joint bank accounts or
      other depository accounts to which Parent or any Affiliate thereof (other
      than Parent in its capacity as Servicer) has independent access;

            (m) Seller will maintain arms'-length relationships with Parent (and
      any Affiliate thereof). Any Person that renders or otherwise furnishes
      services to Seller will be compensated by Seller at market rates for such
      services it renders or otherwise furnishes to Seller. Neither Seller nor
      Parent will be or will hold itself out to be responsible for the debts of
      the other or the decisions or actions respecting the daily business and
      affairs of the other. Seller and Parent will immediately correct any known
      misrepresentation with respect to the foregoing, and they will not operate
      or purport to operate as an integrated single economic unit with respect
      to each other or in their dealing with any other entity; and

            (n) Seller and Parent will take such other actions as may be
      necessary to ensure that the facts and assumptions set forth in the
      opinion issued by Sullivan & Cromwell in connection with the initial
      Purchase and in the certificate accompanying such opinion remain true and
      correct.

                                  ARTICLE VIII

                          ADMINISTRATION AND COLLECTION

      SECTION 8.01. Designation of Servicer.

      (a) Parent as Initial Servicer. The servicing, administering and
collection of the Pool Receivables shall be conducted by the Person designated
as servicer hereunder ("Servicer") from time to time in accordance with this
Section 8.01. Until the Administrator gives to Parent a Successor Notice, Parent
is hereby designated as, and hereby agrees to perform the duties and obligations
of, Servicer pursuant to the terms hereof.


                                       26
<PAGE>

      (b) Successor Notice; Servicer Transfer Events. Upon Parent's receipt of
notice from the Administrator of the Administrator's designation of a new
Servicer (a "Successor Notice"), Parent agrees that it will terminate its
activities as Servicer hereunder in a manner that the Administrator reasonably
believes will facilitate the transition of the performance of such activities to
the new Servicer, and the new Servicer shall assume each and all of Parent's
obligations to service and administer such Pool Receivables, on the terms and
subject to the conditions herein set forth, and Parent shall use its reasonable
best efforts to assist the new Servicer in assuming such obligations. The
Administrator agrees not to give Parent a Successor Notice until after the
occurrence of a Liquidation Event (any such Liquidation Event being herein
called a "Servicer Transfer Event"), in which case such Successor Notice may be
given at any time in the Administrator's discretion.

      (c) Resignation. The Parent acknowledges that the Administrator and each
Purchaser have relied on the Parent's agreement to act as Servicer hereunder in
making their decision to execute and deliver this Agreement. Accordingly, the
Parent agrees that it will not voluntarily resign as Servicer.

      (d) Subcontracts. Servicer may, with the prior consent of the
Administrator, subcontract with any other Person for servicing, administering or
collecting the Pool Receivables, provided that (i) such sub-servicer shall agree
in writing to perform its duties and obligations in a manner not inconsistent
with the duties and obligations of Servicer pursuant to the terms hereof; (ii)
Servicer shall remain primarily liable for the performance of the duties and
obligations of Servicer pursuant to the terms hereof, (iii) Seller, the
Administrator and each Purchaser shall have the right to look solely to Servicer
for performance, and (iv) any such subcontract may be terminated at the option
of the Administrator upon the occurrence of a Servicer Transfer Event. The
Administrator and each Purchaser acknowledges that Servicer has appointed each
Originator as a sub-servicer with respect to the Receivables generated by such
Originator, and each of the Administrator and each Purchaser hereby consents
thereto. Servicer may, in its sole and absolute discretion, remove any
subservicer at any time.

      (e) Servicing Programs. In the event that Servicer uses any software
program in servicing the Pool Receivables that it licenses from a third party,
upon the occurrence of a Servicer Transfer Event, Servicer shall use its
reasonable best efforts to obtain whatever licenses or approvals are necessary
to allow the Administrator or the new Servicer to use such program.

      SECTION 8.02. Duties of Servicer.

      (a) Appointment; Duties in General. Each of Seller, each Purchaser and the
Administrator hereby appoints Servicer as its agent, as from time to time
designated pursuant to Section 8.01, to enforce its rights and interests in and
under the Pool Assets. Servicer shall take or cause to be taken all such actions
as may be necessary or advisable to collect each Pool Receivable from time to
time, all in accordance with Applicable Law and the Credit and Collection
Policy.

      (b) Allocation of Collections; Segregation. Servicer shall set aside for
the account of Seller and Purchasers their respective allocable shares of the
Collections of Pool Receivables in accordance with Section 1.03 but shall not be
required (unless otherwise instructed by the


                                       27
<PAGE>

Administrator) to segregate the funds constituting such portions of such
Collections prior to the remittance thereof in accordance with Section 3.01. If
instructed by the Administrator, Servicer shall segregate and deposit with a
bank designated by the Administrator, Purchasers' Share of Collections, on the
second Business Day following receipt by Servicer of such Collections in
immediately available funds.

      (c) Modification of Receivables. So long as no Liquidation Event or
Unmatured Liquidation Event shall have occurred and be continuing, Servicer may
(i) in accordance with the Credit and Collection Policy, adjust the Unpaid
Balance of any Defaulted Receivable or extend the time for payment of any
Defaulted Receivable (but in no event to a date later than 120 days from the
date of the original invoice), provided that (A) such extension or adjustment
shall not alter the status of such Pool Receivable as an Overdue Receivable or a
Defaulted Receivable or limit the rights of any Purchaser or the Administrator
under this Agreement, and (B) the aggregate amount of all such adjustments made
in any Settlement Period, plus the aggregate Unpaid Balance of all Pool
Receivables that have been extended during such Settlement Period, shall not
exceed 2% of the aggregate Unpaid Balance of all Pool Receivables as at the
Cut-Off Date for such Settlement Period and (ii) adjust the Unpaid Balance of
any Receivable to reflect the reductions or cancellations described in the first
sentence of Section 3.02(a).

      (d) Documents and Records. Seller shall deliver to Servicer, and Servicer
shall hold in trust for Seller and Purchasers in accordance with their
respective interests, all documents, instruments and records (including, without
limitation, computer tapes or disks) that evidence Pool Receivables.

      (e) Certain Duties to Seller. Servicer shall, as soon as practicable
following receipt, turn over to Seller that portion of Collections of Pool
Receivables representing Seller's undivided interest therein, less Seller's
Share of Servicer's Fee. Seller hereby directs Servicer to pay any Collections
of any Reconveyed Receivable directly to the related Originator to be applied
pursuant to the Purchase Agreement. Servicer shall, as soon as practicable upon
demand, deliver to Seller copies of documents, instruments and records in its
possession that evidence Pool Receivables.

      (f) Termination. Servicer's authorization under this Agreement shall
terminate upon the Final Payout Date.

      (g) Power of Attorney. Seller hereby grants to Servicer an irrevocable
power of attorney, with full power of substitution, coupled with an interest, to
take in the name of Seller all steps which are necessary or advisable to
endorse, negotiate or otherwise realize on any writing or other right of any
kind held or transmitted by Seller or transmitted or received by a Purchaser
(whether or not from Seller) in connection with any Receivable. Notwithstanding
anything to the contrary contained herein, the Administrator may direct Servicer
to commence or settle any legal action to enforce collection of any Pool
Receivable or to foreclose upon or repossess any Related Security; provided,
however, that no such direction may be given unless either (i) a Liquidation
Event has occurred or (ii) the Administrator believes in good faith that failure
to commence, settle, or effect such legal action, foreclosure or repossession,
could adversely affect Receivables constituting a material portion of the Pool
Receivables, provided


                                       28
<PAGE>

that the Administrator has given Servicer at least two Business Days' notice of
its intention to give such direction.

      SECTION 8.03. Rights of the Administrator.

      (a) Notice to Obligors. At any time after the occurrence of a Liquidation
Event, the Administrator may notify the Obligors of Pool Receivables, or any of
them, of the ownership of the Asset Interest by the Administrator, for the
benefit of Purchasers.

      (b) Notice to Lock-Box Banks. At any time following the earlier to occur
of (i) the occurrence of a Liquidation Event, and (ii) the commencement of the
Liquidation Period, the Administrator is hereby authorized to give notice to the
Lock-Box Banks, as provided in the Lock-Box Agreements, of the transfer to the
Administrator of dominion and control over the lock-boxes and Lock-Box Accounts.
Each of Servicer and Seller hereby transfers to the Administrator, effective
when the Administrator shall give notice to the Lock-Box Banks as provided in
the Lock-Box Agreements, the exclusive dominion and control over such lock-boxes
and accounts, and shall take any further action that the Administrator may
reasonably request to effect such transfer. Any proceeds of Pool Receivables
received by Seller or Parent, as Servicer or otherwise, thereafter shall be sent
immediately to the Administrator.

      (c) Rights on Servicer Transfer Event. At any time following the
designation of a Servicer other than Parent pursuant to Section 8.01:

            (i) The Administrator may direct the Obligors of Pool Receivables,
      or any of them, to pay all amounts payable under any Pool Receivable
      directly to the Administrator or its designee.

            (ii) Parent shall, at the Administrator's request and at Parent's
      expense, give notice of such ownership to each said Obligor and direct
      that payments be made directly to the Administrator or its designee.

            (iii) Parent and Seller shall, at the Administrator's request, (A)
      assemble all of the documents, instruments and other records (including,
      without limitation, computer programs, tapes and disks) which evidence the
      Pool Receivables and the related Contracts and Related Security, or which
      are otherwise necessary or desirable to collect such Pool Receivables and
      make the same available to the Administrator at a place selected by the
      Administrator, and (B) segregate all cash, checks and other instruments
      received by it from time to time constituting Collections in a manner
      acceptable to the Administrator and promptly upon receipt, remit all such
      cash, checks and instruments, duly endorsed or with duly executed
      instruments of transfer, to the Administrator.

            (iv) Each of Seller and each Purchaser hereby authorizes the
      Administrator, and grants to the Administrator an irrevocable power of
      attorney, to take any and all steps in Seller's name and on behalf of
      Seller and any Purchaser which are necessary or desirable, in the
      reasonable determination of the Administrator, to collect all amounts due
      under any and all Pool Receivables including, without limitation,
      endorsing Seller's name on checks and other instruments representing
      Collections and enforcing such Pool Receivables and the related Contracts,
      provided that, notwithstanding anything to the


                                       29
<PAGE>

      contrary set forth herein, in the Purchase and Sale Agreement or in any
      separate power of attorney granted by Seller or any Originator in
      connection herewith, the Administrator shall not exercise such power of
      attorney unless and until a Servicer other than Parent has been appointed
      pursuant to Section 8.01.

      SECTION 8.04. Responsibilities of Seller. Anything herein to the contrary
notwithstanding:

            (a) Contracts. Seller shall perform, or cause an Originator to
      perform under the Purchase Agreement, all of its material obligations
      under the Contracts related to the Pool Receivables and under the other
      agreements related thereto to the same extent as if the Asset Interest had
      not been sold hereunder, and the exercise by the Administrator or its
      designee of its rights hereunder shall not relieve Seller from any
      obligations under such Contracts and other agreements.

            (b) Limitation of Liability. Neither the Administrator nor any
      Purchaser shall have any obligation or liability with respect to any Pool
      Receivables, the related Contracts or any other related agreements, nor
      shall any of them be obligated to perform any of the obligations of Seller
      or any Originator thereunder.

      SECTION 8.05. Further Action Evidencing Purchases and Reinvestments.

      (a) Further Assurances. Seller shall, at its expense, take all action
necessary or advisable to establish and maintain a valid and enforceable first
priority perfected undivided ownership interest, to the extent of the Asset
Interest, in the Pool Assets, free and clear of any Lien, in favor of the
Administrator, for the benefit of Purchasers. Without limiting the generality of
the foregoing, Seller will upon the request of the Administrator or its designee
execute and file such financing or continuation statements, or amendments
thereto or assignments thereof, and such other instruments or notices, as may be
necessary or appropriate to evidence or perfect the interest described in the
previous sentence.

      (b) Data Processing Records. Each of Parent and Seller will mark its
master data processing records evidencing the Pool Receivables with the legend
set forth below evidencing that the Asset Interest has been sold in accordance
with this Agreement.

            AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED
            HEREIN HAS BEEN GRANTED AND ASSIGNED TO FLEET NATIONAL BANK, AS
            ADMINISTRATOR, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES
            PURCHASE AGREEMENT, DATED AS OF OCTOBER 23, 2003, AMONG CONMED
            RECEIVABLES CORPORATION, CONMED CORPORATION, AND FLEET NATIONAL
            BANK, AS PURCHASER AND AS THE ADMINISTRATOR.

      (c) Additional Financing Statements; Performance by Administrator. Seller
hereby authorizes the Administrator or its designee to file one or more
financing or continuation statements, and amendments thereto and assignments
thereof, relative to all or any portion of the


                                       30
<PAGE>

Asset Interest now existing or hereafter arising in the name of Seller. If
Seller or Parent fails to perform any of its agreements or obligations under
this Agreement, the Administrator or its designee may (but shall not be required
to), after notice to Seller or Parent (unless immediate action is reasonably
required to protect the interests of the Administrator or Purchasers), itself
perform, or cause performance of, such agreement or obligation, and the expenses
of the Administrator or its designee incurred in connection therewith shall be
payable by Seller or Parent, as the case may be.

      (d) Continuation Statements; Opinion. Without limiting the generality of
subsection (a), Seller will, not earlier than six (6) months and not later than
three (3) months prior to the fifth anniversary of the date of filing of the
financing statement referred to in Section 5.01(d) or any other financing
statement filed pursuant to this Agreement or in connection with any Purchase
hereunder, unless the Final Payout Date shall have occurred, execute, if
required, and deliver and file or cause to be filed an appropriate continuation
statement with respect to such financing statement.

      SECTION 8.06. Application of Collections. Any payment by an Obligor in
respect of any indebtedness owed by it to Seller shall, (i) except as otherwise
specified by such Obligor, (ii) except as otherwise required by the underlying
Contract or law or (iii) unless the Administrator instructs otherwise, be
applied, first, as a Collection of any Pool Receivable or Receivables then
outstanding of such Obligor in the order of the age of such Pool Receivables,
starting with the oldest of such Pool Receivable and, second, to any other
indebtedness of such Obligor.

                                   ARTICLE IX

                                SECURITY INTEREST

      SECTION 9.01. Grant of Security Interest. To secure all obligations of
Seller arising in connection with this Agreement and each other Transaction
Document, whether now or hereafter existing, due or to become due, direct or
indirect, or absolute or contingent, including, without limitation, all
Indemnified Amounts, payments on account of Collections of Pool Receivables
received or deemed to be received and fees, Seller hereby assigns and grants to
Administrator, for the benefit of the Secured Parties, a security interest in
all of Seller's right, title and interest (including specifically any undivided
interest retained by Seller hereunder) now or hereafter existing in, to and
under all of the Pool Assets.

      SECTION 9.02. Further Assurances. The provisions of Section 8.05 shall
apply to the security interest granted under Section 9.01 as well as to the
Purchases, Reinvestments and the Asset Interest hereunder.

      SECTION 9.03. Remedies. Upon the occurrence of a Liquidation Event, the
Administrator and Purchaser shall have, with respect to the collateral granted
pursuant to Section 9.01, and in addition to all other rights and remedies
available to Purchaser or the Administrator under this Agreement or other
applicable law, all the rights and remedies of a secured party upon default
under the UCC.


                                       31
<PAGE>

                                   ARTICLE X

                               LIQUIDATION EVENTS

      SECTION 10.01. Liquidation Events. The following events shall be
"Liquidation Events" hereunder:

            (a) (i) Servicer (if Parent or an Affiliate of Parent is Servicer)
      shall fail to perform or observe any obligation of Servicer to provide any
      Servicer Report or Weekly Report when due hereunder or any obligation of
      Servicer pursuant to Section 8.02 and such failure shall remain unremedied
      for more than three Business Days after written notice thereof shall have
      been given by the Administrator to Servicer (provided that no notice shall
      be required in the case of the failure to provide any Servicer Report when
      due) or (ii) Seller or Servicer (if Parent or its Affiliate is Servicer)
      shall fail to make any payment or deposit to be made by it hereunder
      within two (2) Business Days of when due; or

            (b) Any representation or warranty made or deemed to be made by
      Seller, Parent or any Originator under or in connection with this
      Agreement, any other Transaction Document, any Weekly Report or any
      Servicer Report or other information or report delivered pursuant hereto
      shall prove to have been inaccurate in any material respect when made; or

            (c) Seller, Parent or any Originator shall fail to perform or
      observe any other term, covenant or agreement contained in this Agreement
      (other than the covenant set forth in Section 8.05(e)) or any of the other
      Transaction Documents on its part to be performed or observed and any such
      failure shall continue unremedied for ten (10) Business Days after written
      notice thereof shall have been given by the Administrator to Seller or
      Parent, as the case may be; or

            (d) A default shall have occurred and be continuing under any
      instrument or agreement evidencing, securing or relating to Indebtedness
      in excess of $20,000,000 of, or guaranteed by, Parent or any Subsidiary
      thereof, which default is a payment default or if unremedied, uncured, or
      unwaived (with or without the passage of time or the giving of notice or
      both) would permit acceleration of the maturity of such indebtedness and
      such default shall have continued unremedied, uncured or unwaived for a
      period long enough to permit such acceleration; or

            (e) This Agreement or any Purchase or any Reinvestment pursuant to
      this Agreement shall for any reason (other than pursuant to the terms
      hereof) (i) cease to create, or the Asset Interest shall for any reason
      cease to be, a valid and enforceable perfected undivided percentage
      interest to the extent of the Asset Interest in each Pool Asset, free and
      clear of any other Lien (other than a Lien arising solely as the result of
      any action taken by a Purchaser or the Administrator) or (ii) cease to
      create with respect to the items described in Section 9.01, or the
      interest of the Administrator (for the benefit of Purchasers) with respect
      to such items shall cease to be, a valid and enforceable first


                                       32
<PAGE>

      priority perfected security interest, free and clear of any other Lien
      (other than a Lien arising solely as the result of any action taken by a
      Purchaser or the Administrator); or

            (f) An Event of Bankruptcy shall have occurred and remain continuing
      with respect to Seller, Parent or any Originator; or

            (g) The average of the Sales-Based Dilution Ratios for any three
      successive Cut-Off Dates exceeds 20%; or

            (h) The average of the Default Ratios for any three successive
      Cut-Off Dates exceeds 5%; or

            (i) On any Settlement Date, after giving effect to the payments made
      under Section 3.01(c), the Asset Interest exceeds the Allocation Limit; or

            (j) The average of the Delinquency Ratios for any three successive
      Cut-Off Dates is greater than 10%; or

            (k) There shall exist any event or occurrence that has caused a
      Material Adverse Effect; or

            (l) Seller or Parent is subject to a Change-in-Control; or

            (m) The Internal Revenue Service shall file notice of a lien
      pursuant to Section 6323 of the Internal Revenue Code with regard to any
      of the assets of Seller or Parent and such lien shall not have been
      released within 5 Business Days, or the Pension Benefit Guaranty
      Corporation shall file notice of a lien pursuant to Section 4068 of the
      Employee Retirement Income Security Act of 1974 with regard to any of the
      assets of Seller or Parent and such lien shall not have been released
      within 5 Business Days.

      SECTION 10.02. Remedies.

      (a) Optional Liquidation. Upon the occurrence of a Liquidation Event
(other than a Liquidation Event described in subsection (f) of Section 10.01),
the Administrator shall, at the request, or may with the consent, of Purchasers,
by notice to Seller declare the Purchase Termination Date to have occurred and
the Liquidation Period to have commenced.

      (b) Automatic Liquidation. Upon the occurrence of a Liquidation Event
described in subsection (f) of Section 10.01 with respect to Parent or Seller,
the Purchase Termination Date shall occur and the Liquidation Period shall
commence automatically.

      (c) Additional Remedies. Upon any Purchase Termination Date occurring
pursuant to this Section 10.02, no Purchases or Reinvestments thereafter will be
made, and the Administrator and each Purchaser shall have, in addition to all
other rights and remedies under this Agreement or otherwise, all other rights
and remedies provided under the UCC of each applicable jurisdiction and other
Applicable Law, which rights shall be cumulative.


                                       33
<PAGE>

                                   ARTICLE XI

                                THE ADMINISTRATOR

      SECTION 11.01. Authorization and Action. Each Purchaser hereby appoints
and authorizes the Administrator (or its designees) to take such action as agent
on its behalf and to exercise such powers under this Agreement as are delegated
to the Administrator by the terms hereof, together with such powers as are
reasonably incidental hereto.

      SECTION 11.02. Administrator's Reliance, Etc. The Administrator and its
directors, officers, agents or employees shall not be liable for any action
taken or omitted to be taken by it or them under or in connection with the
Transaction Documents (including, without limitation, the servicing,
administering or collecting of Pool Receivables as Servicer pursuant to Section
8.01), except for its or their own gross negligence, bad faith or willful
misconduct. Without limiting the generality of the foregoing, the Administrator:
(a) may consult with legal counsel, independent certified public accountants and
other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (b) makes no warranty or representation to
Purchaser or any other holder of any interest in Pool Receivables and shall not
be responsible to any Purchaser or any such other holder for any statements,
warranties or representations made in or in connection with any Transaction
Document; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of any
Transaction Document on the part of Seller or Parent or to inspect the property
(including the books and records) of Seller, any Originator or Parent; (d) shall
not be responsible to Purchaser or any other holder of any interest in Pool
Receivables for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Transaction Document or any Receivable;
and (e) shall incur no liability under or in respect of this Agreement by acting
upon any notice (including notice by telephone), consent, certificate or other
instrument or writing (which may be by facsimile) believed by it in good faith
to be genuine and signed or sent by the proper party or parties.

      SECTION 11.03. Fleet and Affiliates. Fleet and any of its Affiliates may
generally engage in any kind of business with Seller, Parent, any Originator or
any Obligor, any of their respective Affiliates and any Person who may do
business with or own securities of Seller, Parent, any Originator or any Obligor
or any of their respective Affiliates, all as if Fleet were not the
Administrator, and without any duty to account therefor to Purchaser or any
other holder of an interest in Pool Receivables.

                                  ARTICLE XII

                       ASSIGNMENT OF PURCHASER'S INTEREST

      SECTION 12.01. Restrictions on Assignments.

      (a) Neither Seller nor Parent may assign its rights, or delegate its
duties, hereunder or any interest herein without the prior written consent of
the Administrator. No Purchaser may assign its rights hereunder (although it may
delegate its duties hereunder as expressly indicated


                                       34
<PAGE>

herein) or the Asset Interest (or any portion thereof) to any Person without the
prior written consent of Seller, which consent shall not be unreasonably
withheld.

      (b) Seller agrees to advise the Administrator within ten (10) Business
Days after notice to Seller of any proposed assignment by a Purchaser of the
Asset Interest (or any portion thereof), not otherwise permitted under
subsection (a), of Seller's consent or non-consent to such assignment. All of
the aforementioned assignments shall be upon such terms and conditions as the
assigning Purchaser and the assignee may mutually agree.

      (c) Notwithstanding anything herein to the contrary, any Purchaser may at
any time without the consent of Seller, pledge or assign all or any portion of
its rights hereunder to any of the Federal Reserve Banks organized under Section
4 of the Federal Reserve Act, 12 U.S.C. Section 341 in support of borrowings
made to such Purchaser by such Federal Reserve Bank, provided that no such
pledge or assignment or enforcement thereof shall release such Purchaser from
any of its obligations hereunder.

      SECTION 12.02. Rights of Assignee. Upon the assignment by a Purchaser in
accordance with this Article XII, the assignee receiving such assignment shall
have all of the rights and shall assume in writing all of the obligations of the
assigning Purchaser with respect to the Transaction Documents and the Asset
Interest (or such portion thereof as has been assigned), and the assigning
Purchaser shall be released from such obligations.

                                  ARTICLE XIII

                                 INDEMNIFICATION

      SECTION 13.01. Indemnities.

      (a) General Indemnity by Seller. Without limiting any other rights which
any such Person may have hereunder or under Applicable Law, Seller hereby agrees
to indemnify each of the Administrator, each Purchaser, each of their respective
Affiliates, and all successors, permitted transferees, participants and
permitted assigns and all officers, directors, shareholders, members,
controlling persons, employees and agents of any of the foregoing (each an
"Indemnified Party"), within ten (10) Business Days of demand, from and against
any and all damages, losses, claims, liabilities and related costs and expenses,
including reasonable attorneys' fees and disbursements (all of the foregoing
being collectively referred to as "Indemnified Amounts") awarded against or
incurred by any of them arising out of or relating to the Transaction Documents
or the ownership or funding of the Asset Interest or in respect of any
Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the
extent resulting from gross negligence, bad faith or willful misconduct on the
part of such Indemnified Party or (b) Indemnified Amounts which have the effect
of recourse for non-payment of the Pool Receivables due to credit problems of
the Obligors (except as otherwise specifically provided in this Agreement).
Without limiting the foregoing, Seller shall indemnify each Indemnified Party
for Indemnified Amounts arising out of or relating to:

            (i) the transfer by Seller of any interest in any Pool Receivable
      other than the transfer of an Asset Interest to the Administrator, for the
      benefit of Purchasers, pursuant


                                       35
<PAGE>

      to this Agreement and the grant of a security interest to the
      Administrator pursuant to Section 9.01;

            (ii) any representation or warranty made by Seller under or in
      connection with any Transaction Document, any Servicer Report, any Weekly
      Report or any other information or report delivered by or on behalf of
      Seller pursuant hereto, which shall have been false, incorrect or
      misleading in any respect when made;

            (iii) the failure by Seller to comply with any Applicable Law, or
      the nonconformity of any Pool Receivable or the related Contract with any
      Applicable Law;

            (iv) the failure to vest and maintain vested in the Administrator,
      for the benefit of Purchasers, an undivided percentage ownership interest,
      to the extent of the Asset Interest, in the Pool Assets, free and clear of
      any Lien, other than a Lien created pursuant to this Agreement or any
      other Transaction Document or arising solely as a result of an act of a
      Purchaser or the Administrator, whether existing at the time of any
      Purchase or Reinvestment of such Asset Interest or at any time thereafter;

            (v) the failure to file, or any delay in filing, financing
      statements or other similar instruments or documents under the UCC of any
      applicable jurisdiction or other applicable laws with respect to any Pool
      Assets, whether at the time of any Purchase or Reinvestment or at any time
      thereafter;

            (vi) any dispute, claim, offset or defense (other than discharge in
      bankruptcy or payment) of the Obligor to the payment of any Receivable
      included in the Net Pool Balance (including, without limitation, a defense
      based on such Receivable or the related Contract not being a legal, valid
      and binding obligation of such Obligor enforceable against it in
      accordance with its terms), or any other claim resulting from the sale of
      the merchandise or services related to such Receivable or the furnishing
      or failure to furnish such merchandise or services;

            (vii) any breach by Seller of any of its covenants or agreements
      under this Agreement or any other Transaction Document;

            (viii) any products liability claim arising out of or in connection
      with merchandise or services that are the subject of any Pool Receivable;

            (ix) any litigation, proceeding or investigation against Seller; or

            (x) any tax or governmental fee or charge (but not including taxes
      upon or measured by net income or representing a franchise or
      unincorporated business tax of such Person), all interest and penalties
      thereon or with respect thereto, and all out-of-pocket costs and expenses,
      including the reasonable fees and expenses of counsel in defending against
      the same, which may arise by reason of the purchase or ownership of any
      Asset Interest, or any other interest in the Pool Receivables or in any
      goods which secure any such Pool Receivables.


                                       36
<PAGE>

      (b) Indemnity by Servicer. Without limiting any other rights which any
such Person may have hereunder or under applicable law, Servicer hereby agrees
to indemnify each Indemnified Party, within five (5) Business Days of demand,
from and against any and all Indemnified Amounts awarded against or incurred by
any of them arising out of or relating to (i) any representation or warranty
made by Servicer under or in connection with any Transaction Document, any
Servicer Report, any Weekly Report or any other information or report delivered
by or on behalf of Servicer pursuant hereto, which shall have been false,
incorrect or misleading when made, (ii) the failure by Servicer to comply with
any Applicable Law, (iii) any breach by Servicer of any of its covenants or
agreements under this Agreement or any other Transaction Document or (iv) the
commingling of any Collections with other funds.

      (c) After-Tax Basis. Indemnification hereunder shall be in an amount
necessary to make the Indemnified Party whole after taking into account any tax
consequences to the Indemnified Party of the receipt of the indemnity provided
hereunder, including the effect of such tax or refund on the amount of tax
measured by net income or profits which is or was payable by the Indemnified
Party.

                                  ARTICLE XIV

                                  MISCELLANEOUS

      SECTION 14.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement nor consent to any departure by any party therefrom shall in any
event be effective unless the same shall be in writing and signed by (a) Seller,
the Administrator, Parent and each Purchaser (with respect to an amendment) or
(b) the Administrator and each Purchaser (with respect to a waiver or consent by
them) or Seller or Parent (with respect to a waiver or consent by it), as the
case may be, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

      SECTION 14.02. Notices, Etc. All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing (including
facsimile communication) and shall be personally delivered or sent by express
mail or courier or by certified mail, postage prepaid, or by facsimile, to the
intended party at the address or facsimile number of such party set forth under
its name on Schedule 14.02 or at such other address or facsimile number as shall
be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective, (a) if personally delivered
or sent by express mail or courier or if sent by certified mail, when received,
and (b) if transmitted by facsimile, when sent, receipt confirmed by telephone
or electronic means, if sent during business hours on a Business Day or on the
next Business Day in all other cases.

      SECTION 14.03. No Waiver; Remedies. No failure on the part of the
Administrator, any Affected Party, any Indemnified Party, any Purchaser or any
other holder of the Asset Interest (or any portion thereof) to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.


                                       37
<PAGE>

      SECTION 14.04. Binding Effect; Survival. This Agreement shall be binding
upon and inure to the benefit of Seller, Parent, the Administrator, each
Purchaser and their respective successors and assigns, and the provisions of
Section 4.02 and Article XIII shall inure to the benefit of the Affected Parties
and the Indemnified Parties, respectively, and their respective successors and
assigns; provided, however, nothing in the foregoing shall be deemed to
authorize any assignment not permitted by Section 12.01. This Agreement shall
create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until the
Final Payout Date. The rights and remedies with respect to any breach of any
representation and warranty made by Seller or Parent pursuant to Article VI and
the provisions of Article XIII and Sections 4.02, 14.05, 14.06, 14.07, 14.08 and
14.15 shall be continuing and shall survive any termination of this Agreement.

      SECTION 14.05. Costs, Expenses and Taxes. In addition to its obligations
under Article XIII, Seller or Parent, as the case may be, agrees to pay within
five Business Days of demand;

            (a) all costs and expenses incurred by the Administrator and any
      Purchaser and their respective Affiliates, in connection with the
      enforcement after the occurrence of a Liquidation Event against Seller or
      Parent, as the case may be, of, or any actual or claimed breach by Seller
      or Parent, as the case may be, of, this Agreement and the other
      Transaction Documents, including, without limitation (A) the reasonable
      fees and expenses of counsel to any of such Persons incurred in connection
      with any of the foregoing or in advising such Persons as to their
      respective rights and remedies under any of the Transaction Documents, and
      (B) all reasonable out-of-pocket expenses (including reasonable fees and
      expenses of independent accountants incurred in connection with any review
      of Seller's or Parent's, as the case may be, books and records either
      prior to the execution and delivery hereof or pursuant to Section 7.01(c)
      or otherwise); and

            (b) all stamp and other taxes and fees payable or determined to be
      payable in connection with the execution, delivery, filing and recording
      of this Agreement or the other Transaction Documents, and agrees to
      indemnify each Indemnified Party against any liabilities with respect to
      or resulting from any delay in paying or omission to pay such taxes and
      fees.

      SECTION 14.06. Confidentiality of Program Information.

      (a) Confidential Information. Each party hereto acknowledges that FNB
regards the structure of the transactions contemplated by this Agreement to be
proprietary, and each such party severally agrees that:

            (i) it will not disclose without the prior consent of FNB or as is
      required or authorized by the Transaction Documents (other than to the
      directors, employees, agents, auditors, counsel or affiliates
      (collectively, "representatives") of such party, each of whom shall be
      informed by such party of the confidential nature of the Program
      Information (as defined below) and of the terms of this Section 14.06),
      (A) any information regarding the pricing in, or copies of, this Agreement
      or any transaction contemplated hereby, (B) any information regarding the
      organization, business or


                                       38
<PAGE>

      operations of Purchaser generally or the services performed by the
      Administrator for Purchaser, or (C) any information which is furnished by
      FNB to such party and which is designated by FNB to such party in writing
      as confidential or not otherwise available to the general public (the
      information referred to in clauses (A), (B) and (C) is collectively
      referred to as the "Program Information"); provided, however, that such
      party may disclose any such Program Information (I) to any other party to
      this Agreement for the purposes contemplated hereby, (II) as may be
      required by any Governmental Authority having or claiming to have
      jurisdiction over such party, (III) in order to comply with Applicable
      Law, including, without limitation, by filing the Transaction Documents
      with the Securities and Exchange Commission (provided that neither Seller
      nor Parent shall file the Fee Letter, or, if required by Applicable Law to
      file the Fee Letter, Parent or Seller, as the case may be, shall request
      confidential treatment therefor) or (IV) subject to subsection (c), in the
      event such party is legally compelled (by interrogatories, requests for
      information or copies, subpoena, civil investigative demand or similar
      process) to disclose any such Program Information, unless legally
      compelled not to do so;

            (ii) it will use the Program Information solely for the purposes of
      evaluating, administering and enforcing the transactions contemplated by
      this Agreement and making any necessary business judgments with respect
      thereto; and

            (iii) it will, upon demand, return (and cause each of its
      representatives to return) to FNB, all documents or other written material
      (other than documents executed by such party) received from FNB, as the
      case may be, in connection with (a)(i)(B) or (C) above and all copies
      thereof made by such party which contain the Program Information.

      (b) Availability of Confidential Information. This Section 14.06 shall be
inoperative as to such portions of the Program Information which are or become
generally available to the public or such party on a nonconfidential basis from
a source other than FNB or were known to such party on a nonconfidential basis
prior to its disclosure by FNB.

      (c) Legal Compulsion to Disclose. In the event that any party or anyone to
whom such party or its representatives transmits the Program Information is
requested or becomes legally compelled (by interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) to disclose any of the Program Information, such party will, to the
extent that it may legally do so,

            (i) provide FNB with prompt written notice so that FNB may seek a
      protective order or other appropriate remedy and/or waive compliance with
      the provisions of this Section 14.06; and

            (ii) unless FNB waives compliance by such party with the provisions
      of this Section 14.06, make a timely objection to the request or
      confirmation to provide such Program Information on the basis that such
      Program Information is confidential and subject to the agreements
      contained in this Section 14.06.

In the event that such protective order or other remedy is not obtained, or FNB
waives compliance with the provisions of this Section 14.06, such party will
furnish only that portion of


                                       39
<PAGE>

the Program Information which (in such party's good faith judgment) is legally
required to be furnished and will exercise reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the Program Information.

      (d) Survival. This Section 14.06 shall survive termination of this
Agreement.

      SECTION 14.07. Confidentiality of Parent Information.

      (a) Confidential Information. Each party hereto acknowledges that each of
Seller and Parent regards certain information to be proprietary, and each such
party severally agrees that:

            (i) it will not disclose without the prior consent of Parent or as
      is required or authorized by the Transaction Documents (other than to the
      directors, employees, agents, auditors, counsel or affiliates
      (collectively, "representatives") of such party, each of whom shall be
      informed by such party of the confidential nature of the Parent
      Information (as defined below) and of the terms of this Section 14.07),
      any information which is furnished by Parent to such party and which is
      designated by Parent or Seller to such party in writing as confidential or
      not otherwise available to the general public ("Parent Information");
      provided, however, that such party may disclose any such Parent
      Information (I) to any other party to this Agreement for the purposes
      contemplated hereby, (II) as may be required by any Governmental Authority
      having or claiming to have jurisdiction over such party, (III) in order to
      comply with any Applicable Law, (IV) subject to subsection (c), in the
      event such party is legally compelled (by interrogatories, requests for
      information or copies, subpoena, civil investigative demand or similar
      process) to disclose any such Parent Information, (V) to any Affected
      Party (provided such Person has agreed to be bound by the terms of this
      Section 14.07), (VI) to any rating agency, or (VII) to any potential
      assignee or participant of any Purchaser (provided such Person has agreed
      to be bound by the terms of this Section 14.07); and

            (ii) it will use the Parent Information solely for the purposes of
      evaluating, administering and enforcing the transactions contemplated by
      this Agreement and making any necessary business judgments with respect
      thereto.

      (b) Availability of Confidential Information. This Section 14.07 shall be
inoperative as to such portions of the Parent Information which are or become
generally available to the public or such party on a nonconfidential basis from
a source other than Parent or were known to such party on a nonconfidential
basis prior to its disclosure by Parent.

      (c) Legal Compulsion to Disclose. In the event that any party or anyone to
whom such party or its representatives transmits the Parent Information is
requested or becomes legally compelled (by interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) to disclose any of the Parent Information, such party will, to the
extent that it may legally do so,

            (i) provide Parent with prompt written notice so that Parent may
      seek a protective order or other appropriate remedy and/or waive
      compliance with the provisions of this Section 14.07; and


                                       40
<PAGE>

            (ii) unless Parent waives compliance by such party with the
      provisions of this Section 14.07, make a timely objection to the request
      or confirmation to provide such Parent Information on the basis that such
      Parent Information is confidential and subject to the agreements contained
      in this Section 14.07.

In the event that such protective order or other remedy is not obtained, or
Parent waives compliance with the provisions of this Section 14.07, such party
will furnish only that portion of the Parent Information which (in such party's
good faith judgment) is legally required to be furnished and will exercise
reasonable efforts to obtain reliable assurance that confidential treatment will
be accorded the Parent Information.

      (d) Survival. This Section 14.07 shall survive termination of this
Agreement.

      SECTION 14.08. Waiver of Confidentiality. Anything herein to the contrary
notwithstanding, each of Seller, Parent, each Purchaser, the Administrator, each
Indemnified Party and any successor or assign of any of the foregoing (and each
employee, director, representative or other agent of any of the foregoing) may
disclose to any and all Persons, without limitation of any kind, the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated herein and all
materials of any kind (including opinions or other tax analyses) that are or
have been provided to any of the foregoing relating to such tax treatment or tax
structure, and it is hereby confirmed that each of the foregoing have been so
authorized since the commencement of discussions regarding the transactions.
This Section 14.08 shall survive termination of this Agreement.

      SECTION 14.09. Captions and Cross References. The various captions
(including, without limitation, the table of contents) in this Agreement are
provided solely for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Agreement. Unless otherwise indicated,
references in this Agreement to any Section, Appendix, Schedule or Exhibit are
to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the
case may be, and references in any Section, subsection, or clause to any
subsection, clause or subclause are to such subsection, clause or subclause of
such Section, subsection or clause.

      SECTION 14.10. Integration. This Agreement and the other Transaction
Documents contain a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall
constitute the entire understanding among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings.

      SECTION 14.11. Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND
DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE INTERESTS OF THE ADMINISTRATOR IN THE POOL ASSETS IS GOVERNED
BY THE LAWS OF THE JURISDICTION OTHER THAN THE STATE OF NEW YORK.

      SECTION 14.12. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS


                                       41
<PAGE>

AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR
DOCUMENT DELIVERED OR WHICH MAY BE IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY TRIAL.

      SECTION 14.13. Consent To Jurisdiction; Waiver Of Immunities. EACH PARTY
HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:

            (a) IT HEREBY IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE
      JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING
      IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK, OVER ANY ACTION OR
      PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (ii)
      AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
      HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (iii)
      WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
      LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
      ACTION OR PROCEEDING; (iv) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS
      IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS
      TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 14.02; AND (v) TO THE
      EXTENT ALLOWED BY LAW, 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 SECTION 14.13 SHALL AFFECT THE ADMINISTRATOR'S OR ANY PURCHASER'S
      RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
      BRING ANY ACTION OR PROCEEDING AGAINST ANY OF SELLER OR PARENT OR ITS
      PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

            (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
      FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
      THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID
      TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
      PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
      OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT.

      SECTION 14.14. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of


                                       42
<PAGE>

which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.

      SECTION 14.15. Assignment; Effect of Restatement.

      (a) Effective on the Restatement Date, Fleet Securities hereby assigns its
rights and obligations as Administrator under the Original Receivables Purchase
Agreement (including, without limitation, the Asset Interest) to FNB, and FNB
hereby accepts such assignment and shall, from and after the Restatement Date,
be the Administrator hereunder. Fleet Securities shall, from and after such
assignment, cease to be a party to this Agreement, and shall have no further
rights or obligations hereunder (other than those rights and indemnifications
which by their terms survive such assignment).

      (b) Effective on the Restatement Date, EagleFunding Capital Corporation
(as assignee of Blue Keel Funding, LLC), hereby assigns its rights and interest
in the outstanding Capital hereunder to FNB, so that FNB shall have, after
giving effect to this assignment, all outstanding Capital hereunder, and FNB
hereby accepts such assignment. The purchase price for the assignment to FNB
shall be equal to the sum of (i) the outstanding amount of such Capital, (ii)
outstanding Earned Discount thereon, and (iii) fees accrued under the
Transaction Documents through the Restatement Date, which purchase price shall
be payable by FNB to an account designated by EagleFunding Capital Corporation.
EagleFunding Capital Corporation makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Seller or the
performance or observance by the Seller of any of its obligations under this
Agreement or any other Transaction Document. EagleFunding Capital Corporation
shall, from and after such assignment, cease to be a party to this Agreement,
and shall have no further rights or obligations hereunder (other than those
rights and indemnifications which by their terms survive such assignment).

      (c) Effective on the Restatement Date, subject to the satisfaction of the
conditions precedent set forth in Section 5.02, the Original Receivables
Purchase Agreement shall be replaced by this Agreement and shall be deemed to be
amended and restated in its entirety in the form of this Agreement, and all of
the rights and obligations of the parties under the Original Receivables
Purchase Agreement shall be deemed to be amended, restated and modified by the
terms of this Agreement.

                  [Remainder of page intentionally left blank]


                                       43
<PAGE>

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

                                        CONMED RECEIVABLES CORPORATION,
                                        as Seller

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                        CONMED CORPORATION, as initial Servicer

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                        FLEET NATIONAL BANK,
                                        as Purchaser
Commitment: $50,000,000

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                        FLEET NATIONAL BANK, as Administrator

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                      S-1                   RECEIVABLES PURCHASE
                                                                       AGREEMENT
<PAGE>

Acknowledged and Agreed for purposes of
the assignment set forth in Section 14.15 only:

                                        FLEET SECURITIES, INC., as assigning
                                        Administrator

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                        EAGLEFUNDING CAPITAL CORPORATION
                                        (assignee of Blue Keel Funding, LLC), as
                                        assigning Purchaser

                                        By: Fleet Securities, Inc. as
                                            attorney-in-fact

                                        By: ____________________________________
                                        Name Printed: __________________________
                                        Title: _________________________________


                                       2
<PAGE>

                                                                SCHEDULE 6.01(m)
                                LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT

1.    Parent and Seller currently have the following business locations, and no
      others:

            Parent:  525 French Road
                     Utica, NY  13502

                     11311 Concept Blvd.
                     Largo, FL  33773
                        (for Linvatec Corporation)

                     6335 Millcreek Drive
                     Unit 4
                     Mississauga, Ontario L5N 2M2
                     Canada
                        (for Linvatec Canada ULC)

            Seller:  525 French Road
                     Utica, NY  13502

2.    Parent and Seller maintain their books and records relating to Accounts
      and General Intangibles at:

            The addresses set forth above.

<PAGE>

                                                                SCHEDULE 6.01(n)
                                    LIST OF LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

The Chase Manhattan Bank

      Account No.: 550123571 (Linvatec Corporation)
      Account No.: 550129383 (CONMED Corporation)

Fleet National Bank

      Account No.: 7015046907

Royal Bank of Canada

      Account No.: 106-037-5@03132

<PAGE>

                                                                SCHEDULE 7.01(g)
                                     DESCRIPTION OF CREDIT AND COLLECTION POLICY

                                 (see attached)

<PAGE>

                                 SCHEDULE 14.02
                                NOTICE ADDRESSES

Administrator:

Fleet National Bank
Mail Stop: NY-UT-36105C
One Clinton Square
P. O. Box 4821 Syracuse, New York 13202

Attention: Michael Brunner

Telephone: 315/426-4357
Facsimile: 315/426-4374

Purchaser:

Fleet National Bank
Mail Stop: NY-UT-36105C
One Clinton Square
P. O. Box 4821 Syracuse, New York 13202

Attention: Michael Brunner

Telephone: 315/426-4357
Facsimile: 315/426-4374

Seller:

CONMED Receivables Corporation
525 French Road
Utica, New York 13502-5994

Attention:    President, with copies to
              Chief Financial Officer and
              General Counsel

Telephone: 315/624-3000
Facsimile: 315/793-8929

<PAGE>

Parent:

CONMED Corporation
525 French Road
Utica, New York 13502-5994

Attention:    President, with copies to
              Chief Financial Officer and
              General Counsel

Telephone: 315/624-3000
Facsimile: 315/793-8929


                                       2
<PAGE>

                                                                 EXHIBIT 5.01(f)
                                                      FORM OF LOCK-BOX AGREEMENT

                                 (see attached)

<PAGE>

                                                                 EXHIBIT 3.01(a)
                                                         FORM OF SERVICER REPORT

                                 (see attached)

<PAGE>

                                                               EXHIBIT 3.01(a)-I
                                                          FORM OF INTERIM REPORT

                                 (see attached)


<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

      This is Appendix A to the Amended and Restated Receivables Purchase
Agreement dated as of October 23, 2003 among CONMED Receivables Corporation, as
Seller, CONMED Corporation, as initial Servicer and Fleet National Bank, as
Purchaser and as Administrator (as amended, supplemented or otherwise modified
from time to time, the "Agreement"). Unless otherwise indicated, all Section,
Exhibit and schedule references in this Appendix are to Sections of and Exhibits
and Schedules to the Agreement.

      A. Defined Terms. As used in the Agreement, unless the context requires a
different meaning, the following terms have the meanings indicated hereinbelow:

      "Accounts" means all accounts, contract rights, chattel paper, instruments
and documents, whether now owned or hereafter created or acquired by Parent or
in which Parent now has or hereafter acquires any interest.

      "Administrator" has the meaning set forth in the preamble.

      "Administrator's Office" means the office of the Administrator at One
Clinton Square, Syracuse, New York 13221, or such other address as shall be
designated by the Administrator in writing to Seller, Parent and each Purchaser.

      "Affected Party" means each of each Purchaser, any assignee or participant
of any Purchaser, FNB, any successor to FNB as Administrator, and any sub-agent
of the Administrator.

      "Affiliate" when used with respect to a Person means any other Person,
directly or indirectly, controlling, controlled by, or under common control with
such Person.

      "Allocation Limit" has the meaning set forth in Section 1.01.

      "Alternate Base Rate" means, on any date, a fluctuating rate of interest
per annum equal to the higher of

            (a) the rate of interest most recently announced by the Reference
      Bank in Boston, Massachusetts, as its prime rate; and

            (b) the Federal Funds Rate most recently determined by the Reference
      Bank plus 0.50% per annum.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Reference Bank in connection with extensions of
credit.

      "Applicable Law" means all applicable laws, rules, regulations (including
temporary and final income tax regulations), statutes, treaties, codes,
ordinances, permits, certificates, orders and licenses of and interpretations by
any Governmental Authority, and applicable judgments,

<PAGE>

decrees, injunctions, writs, orders or like action of any court, arbitrator or
other administrative, judicial or quasi-judicial tribunal or agency of competent
jurisdiction.

      "Applicable Stress Factor" means 1.30.

      "Asset Interest" means an undivided ownership interest determined from
time to time as provided in Section 1.04(b) in all Pool Assets.

      "Business Day" means a day other than a Saturday or a Sunday on which both
(a) the Administrator at its principal office in Boston, Massachusetts is open
for business and (b) commercial banks in New York City are not authorized or
required to be closed for business.

      "Capital" means at any time with respect to the Asset Interest an amount
equal to (a) the aggregate of the amounts theretofore paid to Seller for
Purchases pursuant to Section 1.01, less (b) the aggregate amount of Collections
theretofore received and actually distributed to, and received by, a Purchaser
on account of the Capital pursuant to Section 3.01.

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

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

      "Change in Control" means any of the following:

            (a) in relation to Parent, the acquisition following the date hereof
      by any person or group of persons (within the meaning of Section 13 or 14
      of the Exchange Act) of beneficial ownership (within the meaning of Rule
      13d-3 promulgated by the Securities and Exchange Commission under the
      Exchange Act) of issued and outstanding shares of the capital stock of
      Parent entitled (without regard to the occurrence of any contingency) to
      vote for the election of members of the board of directors of Parent and
      having a then present right to exercise 51% or more of the voting power
      for the election of members of the board of directors of Parent attached
      to all such outstanding shares of capital stock of Parent, unless
      otherwise agreed in writing by the Administrator; or

            (b) the creation or imposition of any Lien on any shares of capital
      stock of Seller; or

            (c) the failure by Parent to own all of the issued and outstanding
      capital stock of Seller and each Originator (other than Parent).


                                     - 2 -
<PAGE>

      "Collections" means, with respect to any Receivable, all funds which
either (a) are received by Seller, Servicer, an Originator or any other Person
from or on behalf of the related Obligors in payment of any amounts owed
(including, without limitation, purchase prices, finance charges, interest and
all other charges) in respect of such Receivable, or applied to such amounts
owed by such Obligors (including, without limitation, insurance payments that
Seller, an Originator or Servicer applies in the ordinary course of its business
to amounts owed in respect of such Receivable and net proceeds of sale or other
disposition of repossessed goods or other collateral or property of the Obligor
or any other party directly or indirectly liable for payment of such Receivable
and available to be applied thereon), or (b) are deemed to have been received by
Seller or any other Person as a Collection pursuant to Section 3.02.

      "Commitment" means with respect to any Purchaser, the amount listed
opposite such Purchaser's name on the signature page to the Agreement.

      "Commitment Fee" means, for each day, the amount equal to the product of
(x) the unused Commitment on such day, times (y) the Commitment Fee Rate, times
(z) 1/360.

      "Commitment Fee Rate" has the meaning set forth in the Fee Letter.

      "Commitment Termination Date" means October 21, 2004, as such date may be
extended from time to time with the consent of the parties to the Agreement.

      "Concentration Limit" for any Obligor at any time means an amount equal to
(i) the aggregate Unpaid Balance of all Eligible Receivables at such time times
(ii) the applicable percentage as set forth below opposite the appropriate
ratings of such Obligor's long-term and short-term unsecured debt, or, in the
case of any Obligor listed on Exhibit A hereto, the percentage and amount set
forth opposite such Obligor's name on such Exhibit A, until such time as the
Administrator notifies the Servicer that any such Obligor listed on Exhibit A is
no longer eligible for such special percentage. Any Obligor that has a split
rating shall be deemed to be in the lower rating category.

<TABLE>
<CAPTION>
                                                                                                Applicable
Long-Term Rating                                 Short-Term Rating                              Percentage
----------------                                 -----------------                              ----------
S&P                       Moody's                S&P                     Moody's
---                       -------                ---                     -------
<S>                       <C>                    <C>                     <C>                    <C>
A+ or better              A+ or better           A-1                     P-1                    12.0%
BBB+ to A                 Baa1 to A2             A-2                     P-2                     9.0%
BBB- to BBB               Baa3 to Baa2           A-3                     P-3                     6.0%
Lower than                                       Lower than                                      5.0%
BBB-/Baa3                                        BBB-/Baa3
or Not Rated                                     or Not Rated
</TABLE>

      "Consolidated Net Income" means for any period, the consolidated net
income (or loss) of the Parent and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Parent or is merged into or consolidated with the
Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the


                                     - 3 -
<PAGE>

Parent) in which the Parent or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by the
Parent or such Subsidiary in the form of dividends or similar distributions and
(c) the undistributed earnings of any Subsidiary of the Parent to the extent
that the declaration or payment of dividends or similar distribution by such
Subsidiary is prohibited by the terms of any Contractual Obligation (other than
under any Loan Document (as defined in the Credit Agreement)) or Requirement of
Law applicable to such Subsidiary.

      "Consolidated Net Worth" means at any date, all amounts which would, in
accordance with GAAP, be included on a consolidated balance sheet of the Parent
and its Subsidiaries under stockholders' equity at such date; provided that (i)
any net non-cash adjustments to such amounts after August 28, 2002 resulting
from foreign currency transactions, unfunded pension liabilities or unrealized
gains or losses in respect of securities shall be included to the extent such
adjustments exceed $2,000,000 as of the end of any fiscal quarter, (ii) any net
non-cash adjustments to such amounts after August 22, 2002 resulting from the
application of FASB 142 shall not be included in such amounts and (iii) any net
non-cash adjustments to such amounts after August 22, 2002 resulting from
charges to in-process research and development in connection with a Permitted
Business Acquisition (as defined in the Credit Agreement) shall not be included
in such amounts.

      "Contract" means a contract between an Originator and any Person, or an
invoice from an Originator to any Person, or any purchase order from any Person
to an Originator pursuant to or under which such Person shall be obligated to
make payments for products or services to an Originator. A "related" Contract
with respect to the Receivables means a Contract under which Receivables in the
Receivables Pool arise, which evidence such Receivables, or which is relevant to
the collection or enforcement of such Receivables.

      "Contractual Obligation" with respect to any Person, means any provision
of any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is party or by which it or any of its Property
is bound.

      "Credit Agreement" means the Amended and Restated Credit Agreement among
Parent, as Borrower, the several lenders from time to time party thereto and JP
Morgan Chase Bank, as Administrative Agent, dated as of June 30, 2003, as the
same may be amended, restated, modified, supplemented or replaced from time to
time upon written notice to the Administrator.

      "Credit and Collection Policy" means those credit and collection policies
and practices relating to Contracts and Receivables described in Schedule
7.01(g), as modified in accordance with Section 7.03(c).

      "Cut-Off Date" means the last day of each calendar month.

      "Days Sales Outstanding Ratio" means, for any calendar month, (i) the
aggregate Outstanding Balance of all Receivables as of the Cut-Off Date for the
preceding calendar month, divided by (ii) the aggregate amount of Collections
received during such calendar month.

      "Deemed Collection" has the meaning set forth in the Purchase Agreement.


                                     - 4 -
<PAGE>

      "Default Ratio" means the ratio (expressed as a percentage) computed as of
a Cut-Off Date by dividing (x) the Gross Write-off for the month ending on such
Cut-Off Date by (y) the aggregate Unpaid Balance of all Receivables as to which
any payment, or part thereof, remains unpaid for more than 120, but less than
151, days from the original invoice date for such Receivable as of the Cut-Off
Date for the immediately preceding month.

      "Defaulted Receivable" means a Receivable: (a) as to which any payment, or
part thereof, remains unpaid for more than 120 days from the original invoice
date for such Receivable, (b) as to which the Obligor thereof is the subject of
an Event of Bankruptcy, or (c) which, consistent with the Credit and Collection
Policy, would be written off the Seller's books as uncollectible.

      "Delinquency Ratio" means, for any Cut-Off Date, the ratio (expressed as a
percentage) computed as of such Cut-Off Date by dividing (x) the aggregate
Unpaid Balance of all Receivables that remain unpaid for more than 90, but less
than 120 days, from the original invoice date therefor by (y) the aggregate
Unpaid Balance of all Pool Receivables on such Cut-Off Date.

      "Dilution" means any credit, adjustment, rebate, refund or setoff with
respect to any Receivable granted or allowed by Seller or any Affiliate of
Seller.

      "Dilution Horizon Factor" means, for any calendar month, a percentage
equal to (i) the aggregate Original Balance of all Receivables originated during
such calendar month divided by (ii) the Net Pool Balance as of the Cut-Off Date
for such month.

      "Dilution Ratio" means, for any calendar month, a percentage equal to (i)
the aggregate amount of Dilutions which occurred during such month divided by
(ii) the aggregate Original Balance of all Receivables generated by the
Originators during the immediately preceding calendar month.

      "Dilution Reserve Percentage" means as of any date of determination, a
percentage calculated in accordance with the following formula:

            DRP = DHF x {(ASF x ED) + [(DS - ED) x (DS/ED)]}

            where:

      DRP   =    the Dilution Reserve Percentage;
      DHF   =    the Dilution Horizon Factor at such time;
      ASF   =    Applicable Stress Factor;
      ED    =    the rolling average of the Dilution Ratios occurring during the
                 12 most recent calendar months; and
      DS    =    the highest three-month average Dilution Ratio occurring during
                 the 12 most recent calendar months.

      "Dollars" means dollars in lawful money of the United States of America.


                                     - 5 -
<PAGE>

      "Earned Discount" means for any Settlement Period:

            C x ER x ED + LF
            -----------
                360

      where:

      C     =    the daily average (calculated at the close of business each
                 day) of the Capital during such Settlement Period,

      ER    =    the Earned Discount Rate for such Settlement Period,

      ED    =    the actual number of days elapsed during such Settlement
                 Period, and

      LF    =    the Liquidation Fee, if any, during such Settlement Period.

      "Earned Discount Rate" means, for any Settlement Period, the sum of (i)
the LIBO Rate for such Settlement Period, plus (ii) 0.25% per annum, provided,
however, that on any day during a Settlement Period when any Liquidation Event
or Unmatured Liquidation Event shall have occurred and be continuing, the Earned
Discount Rate for the Capital shall mean the higher of (i) the Alternate Base
Rate in effect on such day plus 2% per annum and (ii) the LIBO Rate for such
Settlement Period plus 3.25% per annum, provided, however, that in no event
shall the Earned Discount Rate at any time exceed the maximum interest rate
permitted by Applicable Law.

      "Eligible Receivable" means, at any time, a Receivable:

            (a) which is originated by an Originator in the ordinary course of
      its business for the sale or service of medical devices, equipment and
      related products;

            (b) which constitutes an "account" or a "general intangible" as
      defined in the UCC;

            (c) the Obligor of which is (1) not an Affiliate of Seller, (2) is
      not a Governmental Authority (unless the assignment thereof is not subject
      to the Assignment of Claims Act (41 U.S.C.ss.15) or a similar state
      assignment of claims act) and (3) is a resident of the United States,
      Canada or a Permitted Country;

            (d) which was purchased or otherwise acquired by Seller pursuant to
      the Purchase Agreement and which was designated by the related Originator
      as an "Eligible Receivable" pursuant to the Purchase Agreement;

            (e) which is not an Overdue Receivable or a Defaulted Receivable;

            (f) with respect to which the warranty of Seller in Section 6.01(k)
      is true and correct;


                                     - 6 -
<PAGE>

            (g) the sale of which, or of an undivided interest in which, does
      not contravene or conflict with Applicable Law, or require the consent of
      the Obligor or any other Person;

            (h) which is denominated and payable only in Dollars in the United
      States, provided that not more than 10% of the Net Pool Balance may be
      denominated in Canadian Dollars;

            (i) which arises under a Contract, which contract has been duly
      authorized by the parties thereto and that, together with such Receivable,
      is in full force and effect and constitutes the legal, valid and binding
      obligation of the Obligor of such Receivable enforceable against such
      Obligor in accordance with its terms and is not subject to any defense
      whatsoever (other than discharge in bankruptcy and payment);

            (j) which, together with the Contract related thereto, does not
      contravene in any material respect any Applicable Law and with respect to
      which no party to the Contract related thereto is in violation of any
      Applicable Law in any material respect;

            (k) which (i) satisfies all material applicable requirements of the
      Credit and Collection Policy and (ii) complies with such other criteria
      and requirements (other than those relating to the collectibility of such
      Receivable) as the Administrator may from time to time specify to Seller
      in writing in the exercise of reasonable business judgment;

            (l) as to which the payment terms have not been altered or extended
      so as to materially affect the collectibility of such Receivable;

            (m) the Unpaid Balance of which, when combined with the Unpaid
      Balance of all other Eligible Receivables, results in the Eligible
      Receivables being payable, on average (based on Dollar amount), within 45
      days or less from the invoice date therefor;

            (n) which are not Receivables owed by an Obligor for which more than
      20% of the aggregate Unpaid Balance of Receivables of such Obligor
      constitute Defaulted Receivables;

            (o) which arise from the completion of the sale and delivery of
      goods and services performed, and which do not represent an invoice in
      advance of such completion; and

            (p) which are not subject to any contingent performance requirements
      of the Seller or the related Originator unless such requirements are
      guaranteed or insured by third parties acceptable to the Administrator.

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

      "Event of Bankruptcy" shall be deemed to have occurred with respect to a
Person if either:


                                     - 7 -
<PAGE>

            (a) any case or other proceeding shall be commenced, without the
      application or consent of such Person, in any court, seeking the
      liquidation, reorganization, debt arrangement, dissolution, winding up, or
      composition or readjustment of debts of such Person, the appointment of a
      trustee, receiver, custodian, liquidator, assignee, sequestrator or the
      like for such Person or all or substantially all of its assets, or any
      similar action with respect to such Person under any law relating to
      bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such case or proceeding shall continue
      undismissed, or unstayed and in effect, for a period of 60 consecutive
      days; or an order for relief in respect of such Person shall be entered in
      an involuntary case under the federal bankruptcy laws or other similar
      laws now or hereafter in effect and shall either not be contested or shall
      remain undismissed for 60 consecutive days; or

            (b) such Person shall commence a voluntary case or other proceeding
      under any applicable bankruptcy, insolvency, reorganization, debt
      arrangement, dissolution or other similar law now or hereafter in effect,
      or shall consent to the appointment of or taking possession by a receiver,
      liquidator, assignee, trustee, custodian, sequestrator (or other similar
      official) for such Person or for any substantial part of its property, or
      shall make any general assignment for the benefit of creditors, or shall
      fail to, or admit in writing its inability to, pay its debts generally as
      they become due, or, if a corporation or similar entity, its board of
      directors shall vote to implement any of the foregoing.

      "Excess Amount" as of any date, means the amount, if any, by which the sum
of the Capital plus the Required Reserves on such date exceeds the Net Pool
Balance, as most recently calculated.

      "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

      "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal (for each day during such period) to

            (a) the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by
      federal funds brokers, as published for such day (or, if such day is not a
      Business Day, for the next preceding Business Day) by the Federal Reserve
      Bank of New York; or

            (b) if such rate is not so published for any day which is a Business
      Day, the average of the quotations for such day on such transactions
      received by FNB from three federal funds brokers of recognized standing
      selected by it.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto or to the functions thereof.

      "Fee Letter" has the meaning set forth in Section 4.01.

      "Fees" means the Commitment Fee and the Program Fee.


                                     - 8 -
<PAGE>

      "Final Payout Date" means the date following the Termination Date on which
the Capital shall have been reduced to zero and all other amounts payable by
Seller to Purchasers, the Administrator, the Affected Parties and the
Indemnified Parties under the Transaction Documents shall have been paid in
full.

      "Final Maturity Date" means October 23, 2006.

      "Fleet Securities" has the meaning set forth in the preliminary statements
to the Agreement.

      "Foreign Obligor" means an Obligor that is a resident of (i) a Permitted
Country or (ii) a province of Canada that has not enacted legislation similar to
the UCC pursuant to which a secured creditor may perfect its interest in
accounts and general intangibles by making a central filing.

      "Funded Percentage" with respect to any Purchaser as of any date means the
ratio (expressed as a percentage) of (i) the portion of the then outstanding
Capital funded by such Purchaser divided by (ii) the entire then outstanding
Capital.

      "GAAP" means generally accepted accounting principles applicable in the
United States for reporting entities domiciled in the United States as in effect
from time to time, except that for purposes of Section 7.01(k) of the Agreement,
GAAP shall be determined on the basis of such principles in effect on the date
of the Agreement and consistent with those used in the preparation of the most
recent audited financial statements delivered pursuant to Section 7.02(b) of the
Agreement.

      "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgements,
decrees, licenses, exemptions, publications, filings, notices to and declaration
of or with, or required by, any Governmental Authority, or required by any
Applicable Law.

      "Governmental Authority" means any foreign or domestic federal, state,
county, municipal or other governmental or regulatory authority, agency, board,
body, commission, instrumentality, court or any political subdivision thereof.

      "Gross Write-offs" means for any period the aggregate Unpaid Balance of
all Receivables that are deemed to be uncollectible in accordance with the
Credit and Collection Policy during such period, or that are owed by an Obligor
that is the subject of an Event of Bankruptcy, or that should be written off
during such period in accordance with GAAP.

      "Guarantee Obligation" means as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counter indemnity
or similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any Property constituting direct or


                                     - 9 -
<PAGE>

indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase Property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by Parent in good faith.

      "Indebtedness" means of any person at any date, without duplication, (a)
all indebtedness of such person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of Property or services (other than
current trade payables incurred in the ordinary course of such Person's
business, and overdue trade payables incurred in the ordinary course of such
Person's business to the extent the amount or validity thereof is currently
being contested in good faith by appropriate procedures and reserves in
conformity with GAAP with respect thereto have been provided on the books of
Parent or its Subsidiaries, as the case may be), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to Property acquired by such person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such Property), (e)
all Capital Lease Obligations of such Person (the amount of which shall be
calculated without regard to imputed interest), (f) all obligations of such
Person, contingent or otherwise, as an account party under acceptance, letter of
credit or similar facilities, (g) all obligations of such Person, contingent or
otherwise, to purchase, redeem, retire or otherwise acquire for value any
Capital Stock (other than common stock) of such Person, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above to the extent quantified as liabilities,
contingent obligations or like term in accordance with GAAP on the balance sheet
(including notes thereto) of such Person, (i) all obligations of the kind
referred to in clause (a) through (h) above secured by (or for which the holder
of such obligation has an existing right, contingent or otherwise, to be secured
by) any Lien on Property (including, without limitation, accords and contract
rights) owned by such Person, whether or not such Person has assumed or become
liable for the payment of such obligation (but only to the extent of the fair
market value of such Property), (j) for purposes of Section 10.01(d) of the
Agreement, all obligations of such Person in respect of Interest Rate Protection
Agreements and (k) the liquidation value of any preferred Capital Stock of such
Person or its Subsidiaries held by any Person other than such Person and its
Wholly Owned Subsidiaries.

      "Indemnified Amounts" has the meaning set forth in Section 13.01.


                                     - 10 -
<PAGE>

      "Indemnified Party" has the meaning set forth in Section 13.01.

      "Independent Director" shall mean an individual who is not, and never was,
(1) a member, stockholder, director, officer, employee, Affiliate, customer or
supplier of, or an individual that has received any benefit (excluding, however,
any compensation received in such individual's capacity as Independent Director)
in any form whatever from, or an individual who has provided any service
(excluding, however, any service provided by such individual in such
individual's capacity as Independent Director) in any form whatever to, the
Parent or any of its subsidiaries or Affiliates, or (2) an individual owning
beneficially, directly or indirectly, any interest in the Parent, or (3) an
individual who is a relative or spouse of an individual described in clause (1)
or (2) above.

      "Interest Rate Protection Agreement" means any interest rate protection
agreement, interest rate futures contract, interest rate option, interest rate
cap or other interest rate hedge arrangement to or under which Parent or any of
its Subsidiaries is a party or a beneficiary on the date of the Agreement or
becomes a party or a beneficiary after the date of the Agreement.

      "LIBO Rate" means, for any Settlement Period, the rate per annum as
determined on the basis of the offered rates for deposits in U.S. Dollars, for a
period of time comparable to such period which appears on the Telerate page 3750
as of 11:00 a.m. London time on the day that is two London Business Days
preceding the first day of such period; provided, however, if the rate described
above does not appear on the Telerate System on any applicable interest
determination date, the LIBO Rate shall be the rate (rounded upward, if
necessary, to the nearest one hundred-thousandth of a percentage point),
determined on the basis of the offered rates for deposits in U.S. dollars for a
period of time comparable to such period which are offered by four major banks
in the London interbank market at approximately 11:00 a.m. London time, on the
day that is two (2) London Business Days preceding the first day of such period
as selected by the Administrator. The principal London office of each of the
four major London banks will be requested to provide a quotation of its U.S.
Dollar deposit offered rate. If at least two such quotations are provided, the
rate for that date will be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that date will be
determined on the basis of the rates quoted for loans in U.S. dollars to leading
European banks for a period of time comparable to such period offered by major
banks in New York City at approximately 11:00 a.m. New York City time, on the
day that is two London Business Days preceding the first day of such period. In
the event that the Administrator is unable to obtain any such quotation as
provided above, it will be deemed that the LIBO Rate cannot be determined, and
the Alternate Base Rate shall apply. In the event that the Board of Governors of
the Federal Reserve System shall impose a Reserve Percentage with respect to
LIBO Rate deposits, then for any period during which such Reserve Percentage
shall apply, the LIBO Rate shall be equal to the amount determined above divided
by an amount equal to 1 minus the Reserve Percentage, where "Reserve Percentage"
shall mean the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed on member banks of
the Federal Reserve System against "Euro-currency Liabilities" as defined in
Regulation D.

      "Lien" means any mortgage, lien, pledge, encumbrance, charge, title
retention or other security interest of any kind, whether arising under a
security agreement, mortgage, deed of trust,


                                     - 11 -
<PAGE>

assignment, pledge or financing statement or arising as a matter of law,
judicial process or otherwise.

      "Liquidation Event" has the meaning set forth in Section 10.01.

      "Liquidation Fee" means, for each day in any Settlement Period during the
Liquidation Period following the occurrence of a Liquidation Event, the amount,
if any, by which:

            (a) the additional Earned Discount (calculated without taking into
      account any Liquidation Fee) which would have accrued on the reductions of
      the Capital during such Settlement Period (as so computed) if such
      reductions had not been made, exceeds

            (b) the income, if any, received by the related Purchaser from
      investing the proceeds of such reductions of the Capital.

      "Liquidation Period" means the period commencing on the Termination Date
and ending on the Final Payout Date.

      "Lock-Box" means any post office box to which Collections of Pool
Receivables are sent.

      "Lock-Box Account" means any bank account to which Collections of Pool
Receivables are sent or deposited.

      "Lock-Box Agreement" means a letter agreement, in substantially the form
of Exhibit 5.01(f), among Seller, Parent and any Lock-Box Bank.

      "Lock-Box Bank" means any of the banks holding one or more Lock-Box
Accounts for receiving Collections from Pool Receivables.

      "London Business Day" means a day of the year on which dealings are
carried on in the eurodollar interbank market and banks are open for business in
London and are not required or authorized to close in New York City.

      "Loss Horizon Factor" means, for any Cut-Off Date, a fraction, the
numerator of which equals the aggregate Original Balance of all Receivables
originated during the five immediately preceding calendar months, and the
denominator of which equals the Net Pool Balance as of such Cut-Off Date.

      "Loss Ratio" means, for any calendar month, the highest three calendar
month rolling average of the Monthly Loss Ratios occurring during the twelve
most recent calendar months.

      "Loss Reserve Percentage" means, for any Cut-Off Date, a percentage
calculated in accordance with the following formula:

            LRP = ASF x LHF x LR

      where:


                                     - 12 -
<PAGE>

            LRP  =   the Loss Reserve Percentage;
            ASF  =   Applicable Stress Factor;
            LHF  =   the Loss Horizon Factor; and
            LR   =   the Loss Ratio.

      "Material Adverse Effect" with respect to any event or circumstance, means
a material adverse effect on:

            (i) the results of operation, financial condition or assets of
      Seller or Parent;

            (ii) the ability of Servicer, any Originator or Parent to perform
      its obligations under this Agreement or any other Transaction Document;

            (iii) the validity, enforceability or collectibility of this
      Agreement or any other Transaction Document or the validity,
      enforceability or collectibility of a material portion of the Receivables;
      or

            (iv) the status, existence, perfection, priority or enforceability
      of the Administrator's or any Purchaser's interest in the Pool Assets.

      "Monthly Loss Ratio" means, for any calendar month, the ratio (expressed
as a percentage) equal to (i) the aggregate Outstanding Balance of all
Receivables which are more than one hundred twenty (120) and less than one
hundred fifty-one (151) days past invoice as of the Cut-Off Date occurring in
such calendar month plus, without duplication, all Gross Write-offs occurring
during such calendar month with respect to Receivables which are fewer than one
hundred twenty-one (121) days past invoice as of the Cut-Off Date occurring in
such calendar month divided by (ii) the aggregate Original Balance of all
Receivables originated during the calendar month which ended four calendar
months prior to such calendar months.

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

      "Net Pool Balance" at any time means an amount equal to (i) the aggregate
Unpaid Balance of the Eligible Receivables in the Receivables Pool at such time,
minus (ii) the aggregate amount by which the aggregate Unpaid Balance of the
Eligible Receivables of each Obligor and its Affiliates exceeds the
Concentration Limit for such Obligor at such time (the amount equal to clause
(i) minus clause (ii) called the "Unadjusted Net Pool Balance"), minus (iii) the
aggregate amount by which the aggregate Unpaid Balance of those Eligible
Receivables the Obligor of which is a Foreign Obligor exceeds the lesser of (A)
15% of the Unadjusted Net Pool Balance or (B) $12,000,000.

      "Obligor" means a Person obligated to make payments with respect to a
Receivable, including any guarantor thereof.

      "Original Balance" means, with respect to any Receivable, the Outstanding
Balance of such Receivable on the date it was originated.


                                     - 13 -
<PAGE>

      "Original Receivables Purchase Agreement" has the meaning set forth in the
preamble.

      "Originator" means the Parent in its capacity as originator of
Receivables, together with the other originators party to the Purchase
Agreement.

      "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

      "Overdue Receivable" means a Receivable that remains unpaid for more than
120 days from the original invoice date for such Receivable, or that has been
charged off before it has become 121 days past due. "Parent" has the meaning set
forth in the preamble.

      "Percentage" means, with respect to any Purchaser, the ratio, expressed as
a percentage, of (i) such Purchaser's Commitment divided by (ii) the aggregate
Commitments of all of the Purchasers.

      "Permitted Country" means a country that satisfies all of the following
criteria: (i) it has a long-term foreign currency rating of at least A by S&P
and A2 by Moody's, (ii) it has a short-term foreign currency rating of at least
A-1 by S&P and P-1 by Moody's, (iii) it is listed in Part I or Part II of
Exhibit B hereto and (iv) the Administrator has not notified the Servicer that
such country shall no longer be a Permitted Country.

      "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company, government or any agency or political
subdivision thereof or any other entity.

      "Pool Assets" has the meaning set forth in Section 1.04(a).

      "Pool Receivable" means a Receivable in the Receivables Pool.

      "Program Fee" means, for each day, the amount equal to the product of (x)
the Capital on such day, times (y) the Program Fee Rate, times (z) 1/360.

      "Program Fee Rate" has the meaning set forth in the Fee Letter.

      "Program Information" has the meaning set forth in Section 14.06.

      "Property" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed, and whether tangible or intangible,
including, without limitation, Capital Stock.

      "Purchase" has the meaning set forth in Section 1.01.

      "Purchase Agreement" means the Purchase and Sale Agreement, dated as of
November 1, 2001, among Seller and the Originators, as amended, restated,
supplemented or otherwise modified from time to time.


                                     - 14 -
<PAGE>

      "Purchase Limit" has the meaning set forth in Section 1.01.

      "Purchase Termination Date" means that day

            (a) the Administrator declares a Purchase Termination Date in a
      notice to Seller in accordance with Section 10.02(a); or

            (b) in accordance with Section 10.02(b), becomes the Purchase
      Termination Date automatically.

      "Purchaser" has the meaning set forth in the preamble.

      "Purchasers' Share" of any amount means the then Asset Interest, expressed
as a percentage (but not greater than 100%), times such amount.

      "Receivable" means any right to payment from a Person, whether
constituting an account, chattel paper, instrument or general intangible,
arising under a Contract and includes the right to payment of any interest or
finance charges and other obligations of such Person with respect thereto.
Indebtedness and other obligations arising from any one transaction, including,
without limitation, indebtedness and other obligations represented by an
individual invoice or agreement, shall constitute a Receivable separate from a
Receivable consisting of the indebtedness and other obligations arising from any
other transaction.

      "Receivables Pool" means at any time all then outstanding Receivables,
other than Reconveyed Receivables.

      "Reconveyed Receivable" means a Receivable for which an Originator has
paid the full Unpaid Balance pursuant to the Purchase Agreement.

      "Reference Bank" means Fleet National Bank, a national banking
association.

      "Regulation D" means Regulation D of the Federal Reserve Board, or any
other regulation of the Federal Reserve Board that prescribes reserve
requirements applicable to nonpersonal time deposits or "Eurocurrency
Liabilities" as presently defined in Regulation D, as in effect from time to
time.

      "Regulatory Change" means, relative to any Affected Party

            (a) any change in (or the adoption, implementation, change in
      phase-in or commencement of effectiveness of) any

                  (i) United States federal or state law or foreign law
            applicable to such Affected Party;

                  (ii) regulation, interpretation, directive, requirement or
            request (whether or not having the force of law) applicable to such
            Affected Party of (A) any court, government authority charged with
            the interpretation or administration


                                     - 15 -
<PAGE>

            of any law referred to in clause (a)(i) or of (B) any fiscal,
            monetary or other authority having jurisdiction over such Affected
            Party; or

                  (iii) GAAP or regulatory accounting principles applicable to
            such Affected Party and affecting the application to such Affected
            Party of any law, regulation, interpretation, directive, requirement
            or request referred to in clause (a)(i) or (a)(ii) above; or

            (b) any change in the application to such Affected Party of any
      existing law, regulation, interpretation, directive, requirement, request
      or accounting principles referred to in clause (a)(i), (a)(ii) or (a)(iii)
      above.

      "Reinvestment" has the meaning set forth in Section 1.03.

      "Related Security" means, with respect to any Pool Receivable: (a) all of
Seller's or the related Originator's right, title and interest in and to all
Contracts that relate to such Pool Receivable; (b) all security interests or
liens and property subject thereto from time to time purporting to secure
payment of such Pool Receivable, whether pursuant to the Contract related to
such Pool Receivable or otherwise; (c) all UCC financing statements covering any
collateral securing payment of such Pool Receivable; (d) all guarantees and
other agreements or arrangements of whatever character from time to time
supporting or securing payment of such Pool Receivable whether pursuant to the
Contract related to such Pool Receivable or otherwise; and (e) all of Seller's
and the related Originator's interest in the merchandise (including returned
merchandise), if any, relating to the sale that gave rise to such Pool
Receivable.

      "Reporting Date" has the meaning set forth in Section 3.01(a).

      "Required Reserve Percentage" means, on any day, a percentage equal to the
greater of (i) 25% and (ii) the sum of (1) the most recently calculated Dilution
Reserve Percentage plus (2) the most recently calculated Loss Reserve Percentage
plus (3) the most recently calculated Yield Reserve Percentage.

      "Required Reserves" means, on any day, an amount equal to the product of
(i) the Required Reserve Percentage multiplied by (ii) the Net Pool Balance as
of the close of business of the Servicer on such date.

      "Requirement of Law" means as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such person or any of its Property or to which such Person or
any of its Property is subject.

      "Restatement Date" means October 23, 2003.

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

      "Sales" means sales of the Originators which generate trade receivables.


                                     - 16 -
<PAGE>

      "Sales-Based Dilution Ratio" as of any Cut-Off Date means (a) the
aggregate reduction attributable to Dilutions occurring in the Unpaid Balance of
Pool Receivables which Dilutions were granted during the month ending on such
Cut-Off Date; divided by (b) the aggregate amount of Sales for the month
immediately preceding the month ending as of such Cut-Off Date.

      "Secured Parties" means Purchasers, the Administrator, the Indemnified
Parties and the Affected Parties.

      "Selected Country" means a country listed on Part II of Exhibit B hereto.

      "Seller" has the meaning set forth in the preamble.

      "Seller's Share" of any amount means (x) 100% minus the Asset Interest
(but such Asset Interest shall not be greater than 100%) times (y) such amount.

      "Servicer" has the meaning set forth in Section 8.01(a).

      "Servicer Report" has the meaning set forth in Section 3.01.

      "Servicer Transfer Event" has the meaning set forth in Section 8.01(b).

      "Servicer's Fee" means, for each day, an amount equal to (x) the
Servicer's Fee Rate, times (y) the aggregate Unpaid Balance of all Pool
Receivables at the close of business on such day, times (z) 1/360.

      "Servicer's Fee Rate" means 0.50% per annum or, in the event that Parent
is no longer the Servicer, such higher rate as may be charged by the successor
Servicer.

      "Settlement Date" has the meaning set forth in Section 3.01(c).

      "Settlement Period" means the period (i) in the case of the first
Settlement Period, from, and including, the date of the initial Purchase to, but
excluding the next Settlement Date and (ii) thereafter, from, and including,
each Settlement Date to, but excluding, the next Settlement Date.

      "Subsidiary" means a corporation of which Parent and/or its other
Subsidiaries own, directly or indirectly, such number of outstanding shares as
have more than 50% of the ordinary voting power for the election of directors.

      "Successor Notice" has the meaning set forth in Section 8.01(b).

      "Tangible Net Worth" at any date means a sum equal to: (i) the net book
value (after deducting related depreciation, obsolescence, amortization,
valuation, and other proper reserves) at which the tangible assets (which for
purposes of this definition shall include Receivables owned by such Person) of a
Person would be shown on a balance sheet at such date in accordance with GAAP
minus (ii) the amount at which such Person's liabilities (other than capital
stock and surplus) would be shown on such balance sheet in accordance with GAAP,
and including as liabilities all reserves for contingencies and other potential
liabilities.


                                     - 17 -
<PAGE>

      "Termination Date" means the earliest of

            (a) the Commitment Termination Date;

            (b) the Purchase Termination Date;

            (c) the Final Maturity Date; and

            (d) the date on which Seller terminates Purchasers' right to make
      Purchases and Reinvestments pursuant to Section 1.05.

      "Transaction Documents" means this Agreement, the Lock-Box Agreements, the
Purchase Agreement, the Fee Letter and the Initial Purchaser Notes.

      "UCC" means the Uniform Commercial Code as from time to time in effect in
the applicable jurisdiction or jurisdictions.

      "Unmatured Liquidation Event" means any event which, with the giving of
notice or lapse of time, or both, would become a Liquidation Event.

      "Unpaid Balance" of any Receivable means at any time the unpaid principal
amount thereof; provided that, if such Receivable is denominated in Canadian
Dollars, the unpaid principal amount thereof shall be converted to Dollars using
the applicable conversion rate published on such day in The Wall Street Journal
as the conversion rate; provided, further that if such Receivable is owed by an
Obligor that is a resident of a Selected Country, the Unpaid Balance of such
Receivable shall mean 50% of the unpaid principal amount thereof.

      "Wholly Owned Subsidiary" mean, as to any Person, any other Person all of
the Capital Stock of which (other than (i) a nominal number of shares held by
foreign nationals to the extent required by local law or (ii) directors'
qualifying shares required by law) is owned by such person directly and/or
through other Wholly Owned Subsidiaries.

      "Yield Reserve Percentage" means, for any Cut-Off Date, an amount
calculated in accordance with the following formula:

            YRP = [(ED + PFR) x DSO x ASF]
                    --------
                       12

      where:

            YRP  =   the Yield Reserve Percentage
            ED   =   the Earned Discount Rate;
            PFR  =   Program Fee Rate;
            DSO  =   Days Sales Outstanding Ratio; and
            ASF  =   Applicable Stress Factor.


                                     - 18 -
<PAGE>

      B. Other Terms. All accounting terms not specifically defined herein shall
be construed in accordance with GAAP. All terms used in Article 9 of the UCC in
the State of New York, and not specifically defined herein, are used herein as
defined in such Article 9.

      C. Computation of Time Periods. Unless otherwise stated in this Agreement,
in the computation of a period of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding".

      D. Interpretation. In each Transaction Document, unless a clear contrary
intention appears:

            (i) the singular number includes the plural number and vice versa;

            (ii) reference to any Person includes such Person's successors and
      assigns but, if applicable, only if such successors and assigns are
      permitted by the Transaction Documents, and reference to a Person in a
      particular capacity excludes such Person in any other capacity or
      individually;

            (iii) reference to any gender includes each other gender;

            (iv) reference to any agreement (including any Transaction
      Document), document or instrument means such agreement, document or
      instrument as amended, supplemented or modified and in effect from time to
      time in accordance with the terms thereof and, if applicable, the terms of
      the other Transaction Documents and reference to any promissory note
      includes any promissory note which is an extension or renewal thereof or a
      substitute or replacement therefor; and

            (v) reference to any Applicable Law means such Applicable Law as
      amended, modified, codified, replaced or reenacted, in whole or in part,
      and in effect from time to time, including rules and regulations
      promulgated thereunder and reference to any section or other provision of
      any Applicable Law means that provision of such Applicable Law from time
      to time in effect and constituting the substantive amendment,
      modification, codification, replacement or reenactment of such section or
      other provision.


                                     - 19 -
<PAGE>

                                    Exhibit A

--------------------------------------------------------------------------------
                Obligor                                Applicable
                                                       Percentage
                                                       ----------
--------------------------------------------------------------------------------
   At any time Owens & Minor's long-      9.0%, or such lesser percentage, not
 term unsecured debt is rated at least   less than 6.0% that results in not more
              BB+ by S&P                    than $7,000,000 in Receivables of
                                              Owens & Minor being Eligible
                                                       Receivables
--------------------------------------------------------------------------------
   At any time Owens & Minor's long-                      6.0%
term unsecured debt is rated less than
              BB+ by S&P
--------------------------------------------------------------------------------

<PAGE>

                                    Exhibit B

                               Permitted Countries

PART I:

         England
         France
         Germany
         Japan

PART II:

         Australia      Ireland             Sweden
         Austria        Italy               Switzerland
         Belgium        Luxembourg          Taiwan
         Bermuda        The Netherlands
         Denmark        New Zealand
         Finland        Norway
         Greece         Portugal
         Hong Kong      Singapore
         Iceland        Spain