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                               CREDIT AGREEMENT


                                     among


                                    WYETH,


                          THE LENDERS PARTIES HERETO

                          J.P. MORGAN SECURITIES INC.


                                      AND


                          SALOMON SMITH BARNEY INC.,
                 as Co-Lead Arrangers and Joint Book Managers


                                CITIBANK, N.A.,
                             as Syndication Agent


                                      and


                             JPMORGAN CHASE BANK,
                            as Administrative Agent


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

                          Dated as of August 8, 2002

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





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<PAGE>


                               Table of Contents


                                                                          Page

SECTION 1.  DEFINITIONS......................................................2

         1.1   Defined Terms.................................................2
         1.2   Other Definitional Provisions................................17

SECTION 2.  THE COMMITTED RATE LOANS; THE BID LOANS; AMOUNT AND TERMS.......17

         2.1   The Committed Rate Loans.....................................17
         2.2   The Bid Loans................................................18
         2.3   Denomination of Committed Rate Loans.........................21
         2.4   Fees.........................................................21
         2.5   Changes of Commitments.......................................21
         2.6   Prepayments..................................................22
         2.7   Minimum Principal Amount of Tranches.........................22
         2.8   Committed Rate Loan Interest Rates and Payment Dates.........23
         2.9   Conversion Options...........................................23
         2.10  Computation of Interest and Fees.............................24
         2.11  Pro Rata Treatment, Payments and Evidence of Debt............24
         2.12  Non-Receipt of Funds by the Administrative Agent.............26
         2.13  Inability to Determine Interest Rate.........................27
         2.14  Illegality...................................................27
         2.15  Requirements of Law..........................................28
         2.16  Indemnity....................................................30
         2.17  Taxes........................................................30
         2.18  Replacement of Lenders.......................................32
         2.19  Commitment Increases.........................................33

SECTION 3.  REPRESENTATIONS AND WARRANTIES..................................34

         3.1   Financial Condition..........................................34
         3.2   No Change....................................................34
         3.3   Existence; Compliance with Law...............................34
         3.4   Power; Authorization; Enforceable Obligations................35
         3.5   No Legal Bar; No Default.....................................35
         3.6   No Material Litigation.......................................35
         3.7   Investment Company Act.......................................35
         3.8   Federal Regulations..........................................35
         3.9   ERISA........................................................35
         3.10  Environmental Matters........................................35
         3.11  Purpose of Loans.............................................36


<PAGE>


                               Table of Contents
                               -----------------
                                  (continued)


                                                                          Page

         3.12  Restrictions on Subsidiaries.................................36

SECTION 4.  CONDITIONS PRECEDENT............................................36

         4.1   Conditions to Effective Date.................................37
         4.2   Conditions to All Loans......................................37

SECTION 5.  COVENANTS.......................................................38

         5.1   Financial Statements.........................................38
         5.2   Certificates; Other Information..............................39
         5.3   Payment of Obligations.......................................39
         5.4   Conduct of Business and Maintenance of Existence.............39
         5.5   Maintenance of Property; Insurance...........................40
         5.6   Inspection of Property; Books and Records; Discussions.......40
         5.7   Notices......................................................40
         5.8   Environmental Laws...........................................41
         5.9   Consolidated Adjusted Indebtedness to Adjusted
                 Capitalization.............................................41
         5.10  Liens, Etc...................................................41
         5.11  Availability.................................................42

SECTION 6.  EVENTS OF DEFAULT...............................................42


SECTION 7.  THE ADMINISTRATIVE AGENT........................................44

         7.1   Appointment..................................................44
         7.2   Delegation of Duties.........................................45
         7.3   Exculpatory Provisions.......................................45
         7.4   Reliance by Administrative Agent.............................45
         7.5   Notice of Default............................................46
         7.6   Non-Reliance on Administrative Agent and Other Lenders.......46
         7.7   Indemnification..............................................46
         7.8   Administrative Agent in Its Individual Capacity..............47
         7.9   Successor Administrative Agent...............................47

SECTION 8.  MISCELLANEOUS...................................................47

         8.1   Amendments and Waivers.......................................47
         8.2   Notices......................................................48
         8.3   No Waiver; Cumulative Remedies...............................49
         8.4   Survival of Representations and Warranties...................49
         8.5   Payment of Expenses and Taxes................................49
         8.6   Successors and Assigns; Participations; Purchasing Lenders...50
         8.7   Adjustments; Set-off.........................................52
         8.8   Table of Contents and Section Headings.......................53
         8.9   Counterparts.................................................53


                                     -ii-
<PAGE>


                               Table of Contents
                               -----------------
                                  (continued)


                                                                          Page

         8.10  Severability.................................................53
         8.11  Integration..................................................53
         8.12  Governing Law................................................53
         8.13  Consent to Jurisdiction and Service of Process...............53
         8.14  Confidentiality..............................................54
         8.15  Acknowledgments..............................................54
         8.16  Waivers Of Jury Trial........................................54

SCHEDULES

Schedule I     Commitments
Schedule II    Lender Addresses and Lending Offices


EXHIBITS

Exhibit A      Form of Borrowing Notice
Exhibit B      Form of Bid Loan Request
Exhibit C      Form of 2.17 Certificate
Exhibit D      Form of Bid Loan Offer - Absolute Rate Bid Loans
Exhibit E      Form of Bid Loan Offer - Index Rate Bid Loans
Exhibit F      Form of Bid Loan Confirmation
Exhibit G      Form of Commitment Transfer Supplement
Exhibit H      Form of Certificate of Secretary of the Company
Exhibit I      Form of Opinion of Counsel to the Company
Exhibit J      Form of Agreement of Commitment Increase


                                     -iii-


<PAGE>


          CREDIT AGREEMENT, dated as of August 8, 2002, among WYETH, a
Delaware corporation (the "Company"), the several banks and other financial
institutions from time to time parties to this Agreement (collectively, the
"Lenders"; individually, a "Lender"), CITIBANK, N.A., a national banking
corporation, as syndication agent (in such capacity, the "Syndication Agent"),
and JPMORGAN CHASE BANK, a New York banking corporation, as administrative
agent for the Lenders hereunder (in such capacity, the "Administrative
Agent").

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

          WHEREAS, the Company has requested the Lenders to make loans to it
in an amount initially up to $2,000,000,000 as more particularly described
herein;

          WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;


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

          SECTION 1. DEFINITIONS

          1.1 Defined Terms. As used in this Agreement, terms defined in the
preamble to this Agreement have the meanings therein indicated, and the
following terms have the following meanings:

          "Absolute Rate Bid Loan Request": any Bid Loan Request requesting
     the Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as
     opposed to a rate composed of the Applicable Index Rate plus (or minus) a
     margin).

          "Adjusted Capitalization": at any time, the sum of Consolidated
     Adjusted Indebtedness plus Consolidated Net Worth.

          "Administrative Agent": as defined in the first paragraph of this
     Agreement.

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

          "Aggregate Commitments": at any time the sum of the Commitments then
     in effect hereunder.

          "Aggregate Loans": at a particular time, the sum of the then
     aggregate outstanding principal amount of Committed Rate Loans and Bid
     Loans.


                                      -2-
<PAGE>

          "Agreement": this Credit Agreement, as amended, supplemented or
     modified from time to time in accordance with its terms.

          "Agreement of Commitment Increase" shall mean an agreement in the
     form of Exhibit J, appropriately completed.

          "Alternate Base Rate": for any day, a rate per annum equal to the
     greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D
     Rate in effect on such day plus 1% and (c) the Federal Funds Effective
     Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime
     Rate" shall mean the rate of interest per annum publicly announced from
     time to time by JPMCB as its prime rate in effect at its principal office
     in New York City (each change in the Prime Rate to be effective on the
     date such change is publicly announced); "Base C/D Rate" shall mean the
     sum (rounded upwards, if necessary, to the next 1/16 of 1%) of (a) the
     product of (i) the Three-Month Secondary C/D Rate and (ii) a fraction,
     the numerator of which is one and the denominator of which is one minus
     the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month
     Secondary C/D Rate" shall mean, for any day, the secondary market rate
     for three-month certificates of deposit reported as being in effect on
     such day (or, if such day shall not be a Business Day, the immediately
     preceding Business Day) by the Board of Governors of the Federal Reserve
     System (the "Board") through the public information telephone line of the
     Federal Reserve Bank of New York (which rate will, under the current
     practices of the Board of Governors of the Federal Reserve System, be
     published in Federal Reserve Statistical Release H.15(519) during the
     week following such day), or, if such rate shall not be so reported on
     such day or such immediately preceding Business Day, the average of the
     secondary market quotations for three-month certificates of deposit of
     major money center banks in New York City received at approximately 10:00
     A.M., New York City time, on such day (or, if such day shall not be a
     Business Day, on the immediately preceding Business Day) by the
     Administrative Agent from three New York City negotiable certificate of
     deposit dealers of recognized standing selected by it; and "Federal Funds
     Effective Rate" shall mean, for any day, the weighted average of the
     rates on overnight federal funds transactions with members of the Federal
     Reserve System arranged by federal funds brokers, as published on the
     next succeeding Business Day by the Federal Reserve Bank of New York, or,
     if such rate is not so published on the next succeeding Business Day, the
     average of the quotations for the day of such transactions received by
     the Administrative Agent from three federal funds brokers of recognized
     standing selected by it. If for any reason the Administrative Agent shall
     have determined (which determination shall be conclusive in the absence
     of manifest error) that it is unable to ascertain the Base C/D Rate or
     the Federal Funds Effective Rate, or both, for any reason, including the
     inability or failure of the Administrative Agent to obtain sufficient
     quotations in accordance with the terms thereof, the Alternate Base Rate
     shall be determined without regard to clause (b) or (c), or both, of the
     first sentence of this definition, as appropriate, until the
     circumstances giving rise to such inability no longer exist. Any change
     in the Alternate Base Rate due to a change in the Prime Rate, the
     Three-Month Secondary C/D Rate or the Federal Funds Effective Rate shall
     be effective on the opening of business on the date of such change.


                                      -3-
<PAGE>

          "Alternate Base Rate Loans": Committed Rate Loans that bear interest
     at an interest rate based on the Alternate Base Rate.

          "Amgen Retained Amount": at any time an amount equal to (i) the
     amount by which (A) $1,000,000,000 exceeds (B) the amount by which the
     Aggregate Commitments at the time exceeds $2,000,000,000, plus (ii) the
     net proceeds from all prior sales or dispositions of Amgen Inc. stock
     excluded when determining the amount of the reduction in the Aggregate
     Commitments pursuant to Section 2.5(b).

          "Applicable Index Rate": in respect of any Bid Loan requested
     pursuant to an Index Rate Bid Loan Request, the Eurodollar Rate
     applicable to the Interest Period for such Bid Loan.

          "Applicable Margin": for any day, (x) in the case of Alternate Base
     Rate Loans, the rate per annum that is the higher of (i) 0% and (ii)
     1.25% less than the Applicable Margin for Eurodollar Loans at such time
     and (y) in the case of Eurodollar Loans, the rate per annum set forth
     below opposite the Rating Period then in effect, provided that during a
     Significant Usage Period, the Applicable Margin for all such Loans shall
     be increased by .250%:

                                                      Eurodollar
                  Rating                                 Rate
                  Period                                Margin
         --------------------------           --------------------------

             Category A Period                           .875%

             Category B Period                          1.100%

             Category C Period                          1.325%

             Category D Period                          1.550%

             Category E Period                          1.750%

          "Base C/D Rate": as defined in the definition of Alternate Base
     Rate.

          "Bid Loan": each Bid Loan made pursuant to subsection 2.2.

          "Bid Loan Confirmation": each confirmation by the Company of its
     acceptance of Bid Loan Offers, which Bid Loan Confirmation shall be
     substantially in the form of Exhibit F and shall be delivered to the
     Administrative Agent by facsimile transmission.

          "Bid Loan Date": in respect of a Bid Loan, the day on which a Bid
     Loan Lender makes such Bid Loan pursuant to subsection 2.2.

          "Bid Loan Lenders": Lenders from time to time designated as Bid Loan
     Lenders by the Company by written notice to the Administrative Agent
     (which notice the Administrative Agent shall transmit to each such Bid
     Loan Lender).

          "Bid Loan Offer": each offer by a Bid Loan Lender to make Bid Loans
     pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the
     information specified in


                                     -4-
<PAGE>


     Exhibit D, in the case of an Absolute Rate Bid Loan Request, or Exhibit
     E, in the case of an Index Rate Bid Loan Request, and shall be delivered
     to the Administrative Agent by facsimile transmission or by telephone
     immediately confirmed by facsimile transmission.

          "Bid Loan Request": each request by the Company for Bid Loan Lenders
     to submit bids to make Bid Loans, which shall contain the information in
     respect of such requested Bid Loans specified in Exhibit B and shall be
     delivered to the Administrative Agent by facsimile transmission or by
     telephone, immediately confirmed by facsimile transmission.

          "Borrowing Date": in respect of any Committed Rate Loan, the date
     such Committed Rate Loan is made.

          "Business": as defined in subsection 3.10(b).

          "Business Day": a day other than a Saturday, Sunday or other day on
     which commercial banks in New York, New York are authorized or required
     by law to close; provided, however, that when used in connection with a
     rate determination, borrowing or payment in respect of a Eurodollar Loan
     or an Index Rate Bid Loan, the term "Business Day" shall also exclude any
     day on which commercial banks are not open for dealings in Dollar
     deposits in the London interbank market.

          "Category A Period": subject to the Category Rules, at any time that
     either (i) the S&P Credit Rating is A or better and the Short-Term
     Ratings are Tier I or (ii) the Moody's Credit Rating is A2 or better and
     the Short-Term Ratings are Tier I.

          "Category B Period": subject to the Category Rules, at any time that
     either (i) the S&P Credit Rating is A- or better or (ii) the Moody's
     Credit Rating is A3 or better and in either case a Category A Period is
     not then in effect.

          "Category C Period": subject to the Category Rules, at any time that
     either (i) the S&P Credit Rating is BBB+ or (ii) the Moody's Credit
     Rating is Baa1.

          "Category D Period": subject to the Category Rules, at any time that
     either (i) the S&P Credit Rating is BBB or (ii) the Moody's Credit Rating
     is Baa2.

          "Category E Period": subject to the Category Rules, at any time that
     either (i) the S&P Credit Rating is BBB- or lower or (ii) the Moody's
     Credit Rating is Baa3 or lower.

          "Category Rules": the Rating Period applicable at any time shall be:
     (a) except as provided in clause (b), (c) and (d) below, the highest
     Rating Period for which the Company meets either of the criteria set
     forth for such Rating Period, (b) except as provided in clauses (c) and
     (d) below, if the Credit Ratings differ by two or more Rating Period
     levels, the Rating Period which is one Rating Period above the Rating
     Period in which the lower Credit Ratings falls, (c) if one of the Credit
     Ratings falls in a Category E Period and the other Credit Rating falls in
     a higher Rating Period, a Category E Period and (d) if either S&P or
     Moody's fails to have outstanding at the time a Credit Rating due to the
     failure by the Company to provide requested information to, or otherwise
     to fully


                                     -5-
<PAGE>

     cooperate with, such rating agency in establishing a Credit Rating, a
     Category E Period. If the rating system of Moody's, S&P and/or Fitch
     shall change, or if any such rating agency shall cease to be in the
     business of rating corporate debt obligations, or if both Moody's and S&P
     shall fail to have outstanding a Credit Rating (other than by reason of
     the circumstances referred to in clause(d) of the preceding sentence),
     the Company and the Lenders shall negotiate in good faith to amend this
     definition to reflect such changed rating system or the unavailability of
     ratings from such rating agency and, pending the effectiveness of any
     such amendment, the applicable Rating Period shall be determined by
     reference to the ratings most recently in effect prior to such change or
     cessation.

          "C/D Assessment Rate": for any day, the net annual assessment rate
     (rounded upward to the nearest 1/100th of 1%) determined by JPMCB to be
     payable on such day to the Federal Deposit Insurance Corporation or any
     successor ("FDIC") for FDIC's insuring time deposits made in Dollars at
     offices of JPMCB in the United States.

          "C/D Reserve Percentage": for any day that percentage (expressed as
     a decimal) which is in effect on such day, as prescribed by the Board of
     Governors of the Federal Reserve System (or any successor), for
     determining the maximum reserve requirement for a member bank of the
     Federal Reserve System in New York City with deposits exceeding one
     billion Dollars in respect of new non-personal time deposits in Dollars
     in New York City having a three month maturity and in an amount of
     $100,000 or more.

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

          "Commitment": as to any Lender, the obligation of such Lender to
     make Committed Rate Loans to the Company hereunder in an aggregate
     principal amount at any one time outstanding not to exceed the amount set
     forth opposite such Lender's name on Schedule I hereof (as the same may
     be modified), as such amount may from time to time be reduced in
     accordance with this Agreement; collectively, as to all the Lenders, the
     "Commitments".

          "Commitment Percentage": as to any Lender at any time, the
     percentage which such Lender's Commitment then constitutes of the
     Aggregate Commitments (or (x) at any time after the Termination Date, (y)
     at any time after the Commitments shall have expired or terminated and
     (z) for the purposes of declaring the Loans to be due and payable
     pursuant to Section 6, the percentage which the aggregate principal
     amount of such Lender's Loans then outstanding constitutes of the
     aggregate principal amount of the Loans then outstanding).

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

          "Commitment Transfer Supplement": a Commitment Transfer Supplement,
     substantially in the form of Exhibit G.

          "Committed Rate Loans": Loans made pursuant to subsection 2.1(a).


                                     -6-
<PAGE>

          "Commonly Controlled Entity": an entity, whether or not
     incorporated, which is under common control with the Company within the
     meaning of Section 4001 of ERISA or is part of a group which includes the
     Company and which is treated as a single employer under Section 414 of
     the Code.

          "Company": as defined in the first paragraph of this Agreement.

          "Consolidated Adjusted Indebtedness": at any date of determination,
     (i) Consolidated Indebtedness at such date minus (ii) all cash, cash
     equivalents and marketable securities held by the Company and its
     Subsidiaries at such date free of liens, restrictions and other
     encumbrances (other than as arising by operation of law in the ordinary
     course of business).

          "Consolidated Indebtedness": at any date of determination the
     principal amount of all Indebtedness of the Company and its Subsidiaries
     required in accordance with GAAP to be accounted for as debt, determined
     on a consolidated basis in accordance with GAAP, provided that there
     shall be excluded from Consolidated Indebtedness up to $500,000,000 in
     respect of Financing Leases arising as a result of sale-leaseback
     transactions and which would otherwise be included in the calculation of
     Consolidated Indebtedness.

          "Consolidated Net Worth": at any date of determination, the
     stockholders' equity of the Company and its Subsidiaries determined in
     accordance with GAAP and as would be reflected on a consolidated balance
     sheet of the Company and its Subsidiaries plus the minority interests
     reflected on such consolidated balance sheet; provided that there shall
     be excluded from determining Consolidated Net Worth of the Company and
     its Subsidiaries (i) any foreign currency translation adjustment which
     otherwise would be included therein, (ii) the non-cash effects of any
     accounting standards adopted or issued by the Financial Accounting
     Standards Board after September 9, 1994 and (iii) the non-cash effects of
     any unusual charges or restructuring charges.

          "Consolidated Tangible Assets": at the time of determination
     thereof, the aggregate amount of all assets (as reflected on a
     consolidated balance sheet of the Company and its Subsidiaries) after
     deducting therefrom all goodwill, trade names, trademarks, patents,
     unamortized debt discount and expenses (to the extent included in said
     aggregate amount of assets) and other like intangibles, as set forth on
     the most recent consolidated balance sheet of the Company and its
     Subsidiaries and computed in accordance with GAAP.

          "Continuing Director": as defined in subsection 6(h).

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

          "Credit Ratings": at any time, the then Moody's Credit Rating and
     the then S&P Credit Rating.


                                     -7-
<PAGE>

          "Default": any of the events specified in Section 6, whether or not
     any requirement for the giving of notice or the lapse of time, or both,
     or any other condition, has been satisfied.

          "Designated Asset Sale": the sale, transfer or other disposition
     (collectively, a "Disposition") in one transaction, or in a series of
     related transactions, by the Company and/or any of its Subsidiaries to
     any Person other than the Company or any of its Subsidiaries of any
     properties or assets (including sales or issuances of any capital stock
     of a Subsidiary and excluding (a) any Disposition of assets in the
     ordinary course of business, (b) any Disposition in connection with a
     sale/leaseback transaction, (c) any Receivables Securitization and (d)
     any Disposition of Amgen Inc. stock) resulting in Net Cash Proceeds in
     the United States of at least $100,000,000 being received in the United
     States by the Company and its Subsidiaries.

          "Designated Debt Securities": the issuance or incurrence by the
     Company of any debt securities (including, without limitation, any
     Indebtedness for borrowed money under a credit facility) that (x) would
     be treated as Consolidated Indebtedness hereunder and (y) generates gross
     cash proceeds in excess of $50,000,000 (per issuance or incurrence or
     series of related issuances or occurrences), in each case, other than (a)
     Indebtedness borrowed under the Other Credit Agreement (or any credit
     agreement which extends, refinances or replaces the Other Credit
     Agreement, so long as the aggregate amount of credit permitted to be
     extended thereunder does not exceed $3,000,000,000) and (b) Indebtedness
     that is required to be repaid within 390 days of the date of borrowing.

          "Designated Equity": the issuance by the Company in the United
     States capital markets of capital stock of the Company, it being
     understood that the foregoing excludes any issuance of capital stock of
     the Company pursuant to or in connection with any restricted stock,
     management and/or employee stock option, savings and/or incentive plans
     or related agreements.

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

          "Effective Date": the date on which each of the conditions specified
     in subsection 4.1 are satisfied in full or waived in accordance with this
     Agreement.

          "Eligible Transferee": shall mean and include a commercial bank,
     financial institution or other "accredited investor" (as defined in
     Regulation D of the Securities Act of 1933, as amended).

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


                                     -8-
<PAGE>

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

          "Eurodollar Loans": Committed Rate Loans the rate of interest
     applicable to which is based upon the Eurodollar Rate.

          "Eurodollar Rate": with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan or an Index Rate Bid Loan, the
     rate per annum equal to the rate of interest determined on the basis of
     the rate for deposits in Dollars for a period equal to such Interest
     Period commencing on the first day of such Interest Period appearing on
     Page 3750 of the Telerate screen as of 11:00 A.M., London time, two
     Business Days prior to the beginning of such Interest Period. In the
     event that such rate does not appear on Page 3750 of the Telerate Service
     (or otherwise on such service), the "Eurodollar Rate" shall be determined
     by reference to such other publicly available service for displaying
     eurodollar rates as may be agreed upon by the Administrative Agent and
     Company or, in the absence of such agreement, the "Eurodollar Rate" shall
     instead be the rate per annum equal to the average (rounded upward to the
     nearest 1/16 of 1%) of the respective rates notified to the
     Administrative Agent by each of the Reference Lenders as the rate at
     which such Reference Lender is offered Dollar deposits at or about 10:00
     A.M., New York City time, two Business Days prior to the beginning of
     such Interest Period in the interbank eurodollar market where the
     eurodollar and foreign currency and exchange operations of such Reference
     Lender are then being conducted for delivery on the first day of such
     Interest Period for the number of days comprised therein and in an amount
     (i) in the case of Eurodollar Loans, comparable to the amount of the
     Eurodollar Loan of such Reference Lender to be outstanding during such
     Interest Period and (ii) in the case of an Index Rate Bid Loan by a Bid
     Loan Lender, equal to the amount of the Index Rate Bid Loan or Loans of
     such Bid Loan Lender to which such Interest Period applies.

          "Event of Default": any of the events specified in Section 6;
     provided, however, that any requirement for the giving of notice or the
     lapse of time, or both, or any other condition, has been satisfied.

          "Facility Fee": as defined in subsection 2.4.

          "Facility Fee Percentage": a percentage equal to at any time (i)
     during a Category A Period, .125%, (ii) during a Category B Period,
     .150%, (iii) during a Category C Period, .175%, (iv) during a Category D
     Period, .200% and (v) during a Category E Period, .250%.

          "Federal Funds Effective Rate": as defined in the definition of
     "Alternate Base Rate".

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

          "Fitch": Fitch, Inc.


                                     -9-
<PAGE>

          "GAAP": generally accepted accounting principles in effect in the
     United States of America from time to time.

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

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

          "Indebtedness": of any Person at any date, (a) all indebtedness of
     such Person for borrowed money or for the deferred purchase price of
     property or services (other than current trade liabilities incurred in
     the ordinary course of business and payable in accordance with customary
     practices), (b) any other indebtedness of such Person which is evidenced
     by a note, bond, debenture or similar instrument, (c) all obligations of
     such Person under Financing Leases, (d) all obligations of such Person in
     respect of acceptances issued or created for the account of such Person
     and (e) all liabilities secured by any Lien on any property owned by such
     Person even though such Person has not assumed or otherwise become liable
     for the payment thereof.

          "Index Rate Bid Loan": any Bid Loan made at an interest rate based
     upon the Applicable Index Rate (as opposed to an absolute rate).


                                     -10-
<PAGE>

          "Index Rate Bid Loan Request": any Bid Loan Request requesting the
     Bid Loan Lenders to offer to make Index Rate Bid Loans at an interest
     rate equal to the Applicable Index Rate plus (or minus) a margin.

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

          "Insolvent": pertaining to a condition of Insolvency.

          "Interest Payment Date": (a) as to any Alternate Base Rate Loan, the
     last day of each March, June, September and December to occur while such
     Loan is outstanding and the Termination Date, (b) as to any Eurodollar
     Loan having an Interest Period of three months or less, the last day of
     such Interest Period, and (c) as to any Eurodollar Loan having an
     Interest Period longer than three months, each day which is three months
     after the first day of such Interest Period and the last day of such
     Interest Period.

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

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

               (ii) thereafter, each period commencing on the last day of the
          immediately preceding Interest Period applicable to such Eurodollar
          Loan and ending one, two, three or six months thereafter, as
          selected by the Company by irrevocable notice to the Administrative
          Agent not less than three Business Days prior to the last day of the
          then current Interest Period with respect thereto; and

          (b) with respect to any Bid Loan, the period commencing on the Bid
     Loan Date with respect to such Bid Loan and ending on the date not less
     than 7 nor more than 180 days thereafter, as specified by the Company in
     such Bid Loan Request;

     provided that the foregoing provisions are subject to the following:

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

               (B) any Interest Period pertaining to a Eurodollar Loan or an
          Index Rate Bid Loan that begins on the last Business Day of a
          calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of the relevant calendar
          month;


                                     -11-
<PAGE>

               (C) if any Interest Period pertaining to a Bid Loan made
          pursuant to an Absolute Rate Bid Loan Request would otherwise end on
          a day which is not a Business Day, such Interest Period shall be
          extended to the next succeeding Business Day;

               (D) if the Company shall fail to give notice as provided above,
          the Company shall be deemed to have selected an Alternate Base Rate
          Loan to replace the affected Eurodollar Loan; and

               (E) any Interest Period in respect of any Loan that would
          otherwise extend beyond the Termination Date shall end on the
          Termination Date.

          "JPMCB": JPMorgan Chase Bank.

          "Lender": as defined in the first paragraph of this Agreement.

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

          "Loans": the collective reference to the Committed Rate Loans and
     the Bid Loans.

          "Majority Lenders": at any time, the Lenders whose Commitment
     Percentages hereunder aggregate in excess of 50%.

          "Material Adverse Effect": a material adverse effect on (a) the
     business, operations, property or condition (financial or otherwise) of
     the Company and its Subsidiaries taken as a whole, (b) the ability of the
     Company to perform its obligations under this Agreement or (c) the
     validity or enforceability of this Agreement or the rights or remedies of
     the Administrative Agent or the Lenders hereunder.

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

          "Maximum Commitment Amount": the sum of (i) $2,000,000,000 and (ii)
     any increases to the Aggregate Commitments after the Effective Date
     pursuant to Section 2.19.

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


                                     -12-
<PAGE>

          "Moody's Credit Rating": at any time, the rating level (it being
     understood that numerical modifiers and (+) (-) modifiers shall
     constitute rating levels) then assigned by Moody's to the Company's
     senior unsecured long-term debt.

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

          "Net Cash Proceeds": (a) with respect to any Designated Asset Sale,
     the proceeds in cash and cash equivalents (including cash or cash
     equivalents paid in respect of notes or other debt securities
     constituting proceeds but only when and as paid and excluding therefrom
     any interest component thereof) resulting therefrom net of (i) expenses
     (including legal, investment banking and accounting fees) incurred in
     connection therewith (including payment of principal of, and premium and
     interest on, Indebtedness (other than the Loans) which is repaid under
     the terms thereof as a result of such Designated Asset Sale), (ii) taxes,
     levies, imposts, duties, fees, assessments or other similar charges paid
     or reasonably estimated to be payable solely as a result of such
     Designated Asset Sale and (iii) amounts which the Company determines in
     good faith should be reserved for post-closing adjustments;

          (b) in connection with any issuance or sale of Designated Equity or
     any issuance or incurrence of Designated Debt Securities, the cash
     proceeds received from such issuance or incurrence, net of attorneys'
     fees, investment banking fees, accountants' fees, underwriting discounts
     and commissions and other reasonable fees and expenses associated
     therewith; and

          (c) with respect to any Receivables Securitization, the proceeds
     received by the Company and its Subsidiaries (other than the special
     purpose entity created for such Receivables Securitization) in cash and
     cash equivalents (including cash or cash equivalents paid in respect of
     notes or other debt securities constituting proceeds but only when and as
     paid and excluding therefrom any interest component thereof) resulting
     from the financing (the "Receivables Financing") incurred by the special
     purpose entity created for such Receivables Securitization net of (i)
     expenses (including legal, investment banking and accounting fees)
     incurred in connection therewith, (ii) taxes, levies, imposts, duties,
     fees, assessments or other similar charges paid or reasonably estimated
     to be payable solely as a result of such Receivables Securitization and
     (iii) amounts which the Company determines in good faith should be
     reserved for post-closing adjustments; provided that the amount of
     proceeds received by the Company or any Subsidiary pursuant to any
     Receivables Securitization shall be deemed for purposes of this clause
     (c) to be (A) initially, the initial amount outstanding under the
     Receivables Financing and (B) thereafter, an amount corresponding, at any
     time, to an increase of the aggregate outstandings under the Receivables
     Financing relating to such Receivables Securitization to an amount
     greater than the highest amount of outstandings prior to such time.

          "Other Credit Agreement": the Credit Agreement, dated as of March 4,
     2002, among the Company, the lenders party thereto and JPMCB, as
     administrative agent, as in effect from time to time.


                                     -13-
<PAGE>

          "Participant": as defined in subsection 8.6(b).

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

          "Permitted Liens":

               1. Liens for taxes not yet due or which are being contested in
          good faith by appropriate proceedings, provided that adequate
          reserves with respect thereto are maintained on the books of the
          Company or its Subsidiaries, as the case may be, in conformity with
          GAAP (or, in the case of Subsidiaries with significant operations
          outside of the United States of America, generally accepted
          accounting principles in effect from time to time in their
          respective jurisdictions of organization);

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

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

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

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

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

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

               "Prime Rate" as defined in the definition of Alternate Base
          Rate.

               "Properties": as defined in subsection 3.10(a).


                                     -14-
<PAGE>

               "Purchasing Lenders": as defined in subsection 8.6(c).

               "Rating Period": at any time, any of the Category A Period, the
          Category B Period, the Category C Period or the Category D Period as
          then in effect.

               "Receivables Securitization": the sale or other transfer of the
          receivables of the Company and/or its Subsidiaries to a special
          purpose entity pursuant to a receivables securitization program on
          customary terms and conditions.

               "Reference Lenders": initially, JPMCB and Citibank, N.A.

               "Register": as defined in subsection 8.6(d).

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

               "Replaced Lender" and "Replacement Lender": each as defined in
          subsection 2.18.

               "Reportable Event": any of the events set forth in Section
          4043(c) of ERISA, other than those events as to which the thirty-day
          notice period is waived under subsections .22, .23, .25, .27, or .28
          of PBGC Reg. Section 4043.

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

               "Responsible Officer": the Executive Vice President, the Senior
          Vice President and CFO, the Treasurer, the Comptroller, the
          Assistant Comptroller or the Assistant Treasurer of the Company.

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

               "S&P Credit Rating": at any time, the rating level (it being
          understood that numerical modifiers and (+) (-) modifiers shall
          constitute rating levels) then assigned by S&P to the Company's
          senior unsecured long-term debt.

               "Short-Term Ratings": at any time, the rating level then
          assigned by each of S&P, Moody's and Fitch to the Company's senior
          unsecured short-term debt.

               "SEC": the Securities and Exchange Commission.

               "Significant Subsidiary": any Subsidiary that satisfies the
          requirements of Rule 1-02(w) of Regulation S-X as adopted by the
          Securities and Exchange Commission under


                                     -15-
<PAGE>

          the provisions of the Securities Act of 1933 and the Securities
          Exchange Act of 1934 as in force on the date of this Agreement.

               "Significant Usage Period": any date on which the Aggregate
          Loans exceed 33% of the Aggregate Commitments at the time.

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

               "Subsidiary": as to any Person, a corporation, partnership or
          other entity of which shares of stock or other ownership interests
          having ordinary voting power (other than stock or such other
          ownership interests having such power only by reason of the
          happening of a contingency) to elect a majority of the board of
          directors or other managers of such corporation, partnership or
          other entity are at the time owned, or the management of which is
          otherwise controlled, directly or indirectly through one or more
          intermediaries, or both, by such Person. Unless otherwise qualified,
          all references to a "Subsidiary" or to "Subsidiaries" in this
          Agreement shall refer to a Subsidiary or Subsidiaries of the
          Company. Notwithstanding the foregoing, Unrestricted Subsidiaries
          shall not be considered Subsidiaries of the Company for purposes of
          this Agreement, except that any Unrestricted Subsidiary shall be
          treated as a consolidated Subsidiary of the Company for purposes of
          calculating compliance with subsection 5.9 (and the definitions
          required to make such calculations) until such time as the Company
          certifies to the Administrative Agent that with respect to such
          Unrestricted Subsidiary, (x) the Company no longer desires to treat
          such Person as a consolidated Subsidiary for such purpose and (y) no
          creditor of such Person has recourse (whether pursuant to a guaranty
          or similar arrangement, or otherwise) to the Company or any of its
          Significant Subsidiaries with respect to any material obligations of
          such Person.

               "Syndication Agent": as defined in the first paragraph of this
          Agreement.

               "Taxes": as defined in subsection 2.17(a).

               "Termination Date": the earlier of (a) the Business Day
          immediately preceding the first anniversary of the Effective Date
          and (b) the date on which the Commitments shall terminate in
          accordance with the provisions of this Agreement.

               "Three-Month Secondary C/D Rate": as defined in the definition
          of Alternate Base Rate.

               "Tier I": at any time when at least two of the Short-Term
          Ratings are at or above the A-1, P-1 or F-1 levels.

               "Tranche": the collective reference to Eurodollar Loans whose
          Interest Periods begin and end on the same day.

               "Transferee": as defined in subsection 8.6(f).

               "Transfer Effective Date": as defined in each Commitment
          Transfer Supplement.


                                     -16-
<PAGE>

               "2.17 Certificate": as defined in subsection 2.17(b).

               "Type": as to any Loan, its nature as an Alternate Base Rate
          Loan or Eurodollar Loan, as the case may be.

               "Unrestricted Subsidiary": Any Person designated by the
          Company, in each case so long as (i) a majority of the equity
          interests are owned by the Company and its Subsidiaries and (ii) the
          Company and its Subsidiaries are unable to exercise control over
          such Person without material restriction.

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

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

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

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

          SECTION 2. THE COMMITTED RATE LOANS; THE BID LOANS; AMOUNT AND TERMS

          2.1 The Committed Rate Loans. (a) During the Commitment Period,
subject to the terms and conditions hereof, each Lender severally agrees to
make loans (individually, a "Committed Rate Loan") to the Company from time to
time in an aggregate principal amount at any one time outstanding not to
exceed (after giving effect to the simultaneous use of the proceeds thereof to
repay Loans) such Lender's Commitment, provided that no Committed Rate Loan
shall be made hereunder which would result in the Aggregate Loans (after
giving effect to the simultaneous use of the proceeds thereof to repay Loans)
being in excess of the Aggregate Commitments then in effect. The Company may
use the Commitments to borrow, repay and reborrow Committed Rate Loans from
time to time during the Commitment Period, all in accordance with the terms
and conditions hereof.

          (b) The Committed Rate Loans may be (i) Eurodollar Loans, (ii)
Alternate Base Rate Loans or (iii) a combination thereof.

          (c) The Company may borrow Committed Rate Loans on any Business Day;
provided, however, that the Company, shall give the Administrative Agent
irrevocable notice thereof (which notice must be received by the
Administrative Agent (i) prior to 12:00 Noon, New York City time, three
Business Days prior to the requested Borrowing Date, in the case of


                                     -17-
<PAGE>

Eurodollar Loans and (ii) prior to 11:00 A.M., New York City time, on the
requested Borrowing Date, in the case of Alternate Base Rate Loans). Each such
notice shall be given by facsimile transmission substantially in the form of
Exhibit A (with appropriate insertions) or shall be given by telephone
(specifying the information set forth in Exhibit A) promptly confirmed by
notice given by facsimile transmission substantially in the form of Exhibit A
(with appropriate insertions). On the day of receipt of any such notice from
the Company, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its share of each borrowing
available to the Administrative Agent for the account of the Company at the
office of the Administrative Agent set forth in subsection 8.2 by 11:00 A.M.
(or 3:00 P.M., in the case of Alternate Base Rate Loans), New York City time,
on the Borrowing Date requested by the Company in funds immediately available
to the Administrative Agent as the Administrative Agent may direct. The
proceeds of all such Committed Rate Loans will then be promptly made available
to the Company by the Administrative Agent at the office of the Administrative
Agent specified in subsection 8.2 by crediting the account of the Company on
the books of such office of the Administrative Agent with the aggregate of the
amount made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

          (d) All Committed Rate Loans shall be due and payable upon the
Termination Date.

          2.2 The Bid Loans. (a) The Company may borrow Bid Loans from time to
time on any Business Day during the Commitment Period in the manner set forth
in this subsection and in amounts such that the Aggregate Loans at any time
outstanding shall not exceed (after giving effect to the simultaneous use of
the proceeds thereof to repay Loans) the Aggregate Commitments at such time,
provided, however, that the aggregate principal amount of the outstanding Bid
Loans of a Bid Loan Lender may (but shall not be required to) exceed its
Commitment.

          (b) (i) The Company, shall request Bid Loans by delivering a Bid
Loan Request to the Administrative Agent, not later than 12:00 Noon (New York
City time) four Business Days prior to the proposed Bid Loan Date (in the case
of an Index Rate Bid Loan Request), and not later than 10:00 A.M. (New York
City time) one Business Day prior to the proposed Bid Loan Date (in the case
of an Absolute Rate Bid Loan Request). Each Bid Loan Request may solicit bids
for Bid Loans in an aggregate principal amount of $50,000,000 or an integral
multiple of $5,000,000 in excess thereof and for not more than three
alternative Interest Periods for such Bid Loans. The Interest Period for each
Bid Loan shall end not less than 7 days (one month in the case of Index Rate
Bid Loans) nor more than 180 days (six months in the case of Index Rate Bid
Loans) after the Bid Loan Date therefor (and in any event subject to the
proviso to the definition of "Interest Period" in subsection 1.1). The
Administrative Agent shall promptly notify each Bid Loan Lender by facsimile
transmission of the contents of each Bid Loan Request received by it.

          (ii) In the case of an Index Rate Bid Loan Request, upon receipt of
notice from the Administrative Agent of the contents of such Bid Loan Request,
any Bid Loan Lender that elects, in its sole discretion, to do so, shall
irrevocably offer to make one or more Bid Loans to the Company at the
Applicable Index Rate plus or minus a margin for each such Bid Loan determined
by such Bid Loan Lender, in its sole discretion. Any such irrevocable offer
shall be


                                     -18-
<PAGE>

made by delivering a Bid Loan Offer to the Administrative Agent before 10:30
A.M. (New York City time) three Business Days before the proposed Bid Loan
Date, setting forth the maximum amount of Bid Loans for each Interest Period,
and the aggregate maximum amount for all Interest Periods, which such Lender
would be willing to make (which amount may, subject to subsection 2.2(a),
exceed such Lender's Commitment) and the margin above or below the Applicable
Index Rate at which such Bid Loan Lender is willing to make each such Bid
Loan; the Administrative Agent shall advise the Company before 11:15 A.M. (New
York City time) three Business Days before the proposed Bid Loan Date of the
contents of each such Bid Loan Offer received by it. If the Administrative
Agent in its capacity as a Bid Loan Lender shall, in its sole discretion,
elect to make any such offer, it shall advise the Company of the contents of
its Bid Loan Offer before 10:15 A.M. (New York City time) three Business Days
before the proposed Bid Loan Date.

          (iii) In the case of an Absolute Rate Bid Loan Request, upon receipt
of notice from the Administrative Agent of the contents of such Bid Loan
Request, any Bid Loan Lender that elects, in its sole discretion, to do so,
shall irrevocably offer to make one or more Bid Loans to the Company at a rate
or rates of interest for each such Bid Loan determined by such Bid Loan Lender
in its sole discretion. Any such irrevocable offer shall be made by delivering
a Bid Loan Offer to the Administrative Agent before 9:30 A.M. (New York City
time) on the proposed Bid Loan Date, setting forth the maximum amount of Bid
Loans for each Interest Period, and the aggregate maximum amount for all
Interest Periods, which such Bid Loan Lender would be willing to make (which
amount may, subject to subsection 2.2(a), exceed such Bid Loan Lender's
Commitment) and the rate or rates of interest at which such Bid Loan Lender is
willing to make each such Bid Loan; the Administrative Agent shall advise the
Company before 10:15 A.M. (New York City time) on the proposed Bid Loan Date
of the contents of each such Bid Loan Offer received by it. If the
Administrative Agent in its capacity as a Bid Loan Lender shall, in its sole
discretion, elect to make any such offer, it shall advise the Company of the
contents of its Bid Loan Offer before 9:15 A.M. (New York City time) on the
proposed Bid Loan Date.

          (iv) The Company shall before 11:45 A.M. (New York City time) three
Business Days before the proposed Bid Loan Date (in the case of Bid Loans
requested by an Index Rate Bid Loan Request) and before 10:45 A.M. (New York
City time) on the proposed Bid Loan Date (in the case of Bid Loans requested
by an Absolute Rate Bid Loan Request) either, in its absolute discretion:

          (A) cancel such Bid Loan Request by giving the Administrative Agent
     telephone notice to that effect, or

          (B) accept one or more of the offers made by any Bid Loan Lender or
     Bid Loan Lenders pursuant to clause (ii) or clause (iii) above, as the
     case may be, by giving telephone notice to the Administrative Agent
     (immediately confirmed by delivery to the Administrative Agent of a Bid
     Loan Confirmation) of the amount of Bid Loans for each relevant Interest
     Period to be made by each Bid Loan Lender (which amount shall be equal to
     or less than the maximum amount for such Interest Period specified in the
     Bid Loan Offer of such Bid Loan Lender, and for all Interest Periods
     included in such Bid Loan Offer shall be equal to or less than the
     aggregate maximum amount specified in


                                     -19-
<PAGE>

     such Bid Loan Offer for all such Interest Periods) and reject any
     remaining offers made by Bid Loan Lenders pursuant to clause (ii) or
     clause (iii) above, as the case may be; provided, however, that (x) the
     Company may not accept offers for Bid Loans for any Interest Period in an
     aggregate principal amount in excess of the maximum principal amount
     requested for such Interest Period in the related Bid Loan Request, (y)
     if the Company accepts any of such offers, it must accept offers strictly
     based upon pricing for such relevant Interest Period and no other
     criteria whatsoever and (z) if two or more Bid Loan Lenders submit offers
     for any Interest Period at identical pricing and the Company accepts any
     of such offers but does not wish to borrow the total amount offered by
     such Bid Loan Lenders with such identical pricing, the Company shall
     accept offers from all of such Bid Loan Lenders in amounts allocated
     among them pro rata according to the amounts offered by such Bid Loan
     Lenders (or as nearly pro rata as shall be practicable, after giving
     effect to the requirement that Bid Loans made by a Bid Loan Lender on a
     Bid Loan Date for each relevant Interest Period shall be in a principal
     amount of $10,000,000 or an integral multiple of $1,000,000 in excess
     thereof).

          (v) If the Company notifies the Administrative Agent that a Bid Loan
Request is cancelled pursuant to clause (iv)(A) above, the Administrative
Agent shall give prompt telephone notice thereof to the Bid Loan Lenders, and
the Bid Loans requested thereby shall not be made.

          (vi) If the Company accepts pursuant to clause (iv)(B) above one or
more of the offers made by any Bid Loan Lender or Bid Loan Lenders, the
Administrative Agent shall promptly notify by telephone each Bid Loan Lender
which has made such an offer of the aggregate amount of such Bid Loans to be
made on such Bid Loan Date for each Interest Period and of the acceptance or
rejection of any offers to make such Bid Loans made by such Bid Loan Lender.
Each Bid Loan Lender which is to make a Bid Loan shall, before 12:00 Noon (New
York City time) on the Bid Loan Date specified in the Bid Loan Request
applicable thereto, make available to the Administrative Agent at its office
set forth in subsection 8.2 the amount of Bid Loans to be made by such Bid
Loan Lender, in immediately available funds. The Administrative Agent will
make such funds available to the Company promptly on such date at the
Administrative Agent's aforesaid address. As soon as practicable after each
Bid Loan Date, the Administrative Agent shall notify each Lender of the
aggregate amount of Bid Loans advanced on such Bid Loan Date and the
respective Interest Periods therefor.

          (c) Within the limits and on the conditions set forth in this
subsection, the Company may from time to time borrow under this subsection,
repay pursuant to paragraph (d) below, and reborrow under this subsection.

          (d) The Company shall repay to the Administrative Agent for the
account of each Bid Loan Lender which has made a Bid Loan to it on the last
day of the Interest Period for such Bid Loan (such Interest Period being that
specified by the Company for repayment of such Bid Loan in the related Bid
Loan Request) the then unpaid principal amount of such Bid Loan. The Company
shall not have the right to prepay any principal amount of any Bid Loan
without the prior consent of the Bid Loan Lender with respect thereto.


                                     -20-
<PAGE>

          (e) The Company shall pay interest on the unpaid principal amount of
each Bid Loan made to it from the applicable Bid Loan Date to the stated
maturity date thereof, at the rate of interest determined pursuant to
paragraph (b) above (calculated on the basis of a 360 day year for actual days
elapsed), payable on the interest payment date or dates specified by the
Company for such Bid Loan in the related Bid Loan Request. If all or a portion
of the principal amount of any Bid Loan or any interest payable thereon shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall, without limiting any rights of any
Lender under this Agreement, bear interest at a rate per annum which is (x) in
the case of overdue principal, 2% above the rate which would otherwise be
applicable to such Bid Loan until the scheduled maturity date with respect
thereto and for each day thereafter at a rate per annum which is 2% above the
Alternate Base Rate or (y) in the case of overdue interest, 2% above the
Alternate Base Rate plus the Applicable Margin, in each case from the date of
such non-payment until such amount is paid in full (as well after as before
judgment).

          2.3 Denomination of Committed Rate Loans. Each borrowing of
Committed Rate Loans shall be in an aggregate principal amount of $50,000,000
or a whole multiple of $5,000,000 in excess thereof.

          2.4 Fees. The Company agrees to pay to the Administrative Agent, for
the ratable benefit of the Lenders, a facility fee (the "Facility Fee") in an
amount equal to the Facility Fee Percentage, of the Aggregate Commitments from
and including the Effective Date to but excluding the Termination Date,
payable quarterly in arrears on the last day of each March, June, September
and December, and on the Termination Date. Such quarterly payment made
hereunder shall be a payment in consideration for holding open the
availability of the Commitments or making the Loans for the quarterly period
completed on the date payment is due.

          2.5 Reductions in Commitments. (a) The Company shall have the right
to terminate or reduce the unused portion of the Commitments at any time or
from time to time upon not less than three Business Days' prior notice to the
Administrative Agent (which shall notify the Lenders thereof as soon as
practicable) of each such termination or reduction, which notice shall specify
the effective date thereof and the amount of any such reduction (which shall
be in a minimum amount of $50,000,000 or a whole multiple of $5,000,000 in
excess thereof) and shall be irrevocable and effective only upon receipt by
the Administrative Agent, provided that no such reduction or termination shall
be permitted if after giving effect thereto, and to any prepayments of the
Committed Rate Loans made on the effective date thereof, the then outstanding
principal amount of the Aggregate Loans would exceed the Aggregate Commitments
then in effect.

          (b) The Aggregate Commitments shall be reduced (I) (w) on the tenth
Business Day following the date of receipt by the Company or any Subsidiary of
any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to
100% of such Net Cash Proceeds, (x) on the Business Day following the date of
receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale,
issuance or incurrence of Designated Equity or Designated Debt Securities, in
an amount equal to 100% of such Net Cash Proceeds, (y) on the Business Day
following the date of receipt by the Company or any Subsidiary of the Net Cash
Proceeds of any Receivables Securitization, in an amount equal to 100% of such
Net Cash


                                     -21-
<PAGE>

Proceeds, provided that in connection with the receipt of any Net Cash
Proceeds from any Receivables Securitization after the first reduction of the
Aggregate Commitments as the result of the application of this clause (y), the
Aggregate Commitments shall not be reduced by the amount of such Net Cash
Proceeds as otherwise required above until the aggregate amount of all such
Net Cash Proceeds received whose application is deferred by virtue of this
proviso equals $50,000,000 (whereupon the full amount of such Net Cash
Proceeds (and not just the excess over $50,000,000) shall be applied as
otherwise required by this clause (y) (without regard to this proviso)) and
(z) and on the Business Day following the date of receipt by the Company or
any Subsidiary of any Net Cash Proceeds from any sale or other disposition by
it of the capital stock of Amgen Inc., in an amount equal to the amount by
which the Net Cash Proceeds from such sale or disposition exceed the Amgen
Retained Amount, (II) on December 31, 2002, by such amount (if any) as is
required to reduce on such date the Aggregate Commitments to 66-2/3% of the
Maximum Commitment Amount and (III) on the date which is nine months after the
Effective Date, by such amount (if any) as is required to reduce on such date
the Aggregate Commitments to 33-1/3% of the Maximum Commitment Amount.

          (c) The Commitments once terminated or reduced pursuant to this
subsection may not be reinstated.

          2.6 Prepayments. (a) The Company may prepay Committed Rate Loans or
(with the consent of the Bid Loan Lender in respect thereof) Bid Loans upon
receipt by the Administrative Agent (which shall notify the Lenders thereof as
soon as practicable) of irrevocable notice from the Company prior to 11:30
A.M. (New York City time) on the date of such prepayment.

          (b) On each day on which the Aggregate Commitments are reduced
pursuant to Section 2.5(b), the Company shall prepay the Committed Rate Loans
in an amount equal to the amount, if any, by which the then outstanding
principal amount of Loans exceeds the Aggregate Commitments as so reduced.

          (c) If any Eurodollar Loan shall be prepaid on any day under this
Section 2.6 other than the last day of the Interest Period applicable thereto,
or prior to the conversion thereof if a notice of conversion has been
delivered with respect thereto pursuant to Section 2.9, the Company shall, on
the date of such payment, also pay all interest accrued on such Eurodollar
Loan to the date of such payment and all amounts payable pursuant to
subsection 2.16 in connection therewith.

          2.7 Minimum Principal Amount of Tranches. All borrowings, payments
and prepayments in respect of Committed Rate Loans shall be in such amounts
and be made pursuant to such elections so that after giving effect thereto the
aggregate principal amount of the Committed Rate Loans comprising any Tranche
shall not be less than $50,000,000 or a whole multiple of $5,000,000 in excess
thereof.

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


                                     -22-
<PAGE>

          (b) The Alternate Base Rate Loans shall bear interest at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin.

          (c) If all or a portion of the principal amount of any Committed
Rate Loan which is a Eurodollar Loan shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue principal
amount of such Committed Rate Loan shall be converted to an Alternate Base
Rate Loan at the end of the Interest Period applicable thereto.

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

          (e) Interest on each Committed Rate Loan shall be payable in arrears
on each Interest Payment Date, provided that interest accruing pursuant to
paragraph (d) of this subsection shall be payable from time to time on demand.

          2.9 Conversion Options. (a) The Company may elect from time to time
to convert Alternate Base Rate Loans to Eurodollar Loans by giving the
Administrative Agent prior irrevocable written notice of such election
received by the Administrative Agent prior to 12:00 Noon, New York City time,
three Business Days prior to the proposed conversion date. The Company may
elect from time to time to convert Eurodollar Loans to Alternate Base Rate
Loans by giving the Administrative Agent prior irrevocable notice of such
election received by the Administrative Agent prior to 12:00 Noon, New York
City time, one Business Day prior to the proposed conversion date. If the date
upon which an Alternative Base Rate Loan is to be converted to a Eurodollar
Loan is not a Business Day in London, then such conversion shall be made on
the next succeeding Business Day in London and during the period from such
last day of an Interest Period to such succeeding Business Day such Loan shall
bear interest as if it were an Alternate Base Rate Loan. All or any part of
outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as
provided herein, provided that (i) no Loan may be converted into a Eurodollar
Loan when any Default or Event of Default has occurred and is continuing and
the Administrative Agent or the Majority Lenders have determined that such
conversion is not appropriate and (ii) partial conversions shall be in an
aggregate principal amount of $50,000,000 or a whole multiple of $5,000,000 in
excess thereof.

          (b) Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by compliance by the
Company with the notice provisions contained in subsection 2.9(a); provided,
that no Eurodollar Loan may be continued as such when any Default or Event of
Default has occurred and is continuing, and the Administrative Agent or the
Majority Lenders have determined that such a continuation is not appropriate,
in which case such Loan shall be automatically converted to an Alternate Base
Rate Loan on the last day of the then current Interest Period with respect
thereto.


                                     -23-
<PAGE>

          2.10 Computation of Interest and Fees. (a) Interest payable
hereunder with respect to Alternate Base Rate Loans shall be calculated on the
basis of a year of 365/6 days for the actual days elapsed. All other fees,
interest and all other amounts payable hereunder shall be calculated on the
basis of a 360 day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Company and the Lenders of each
determination of a Eurodollar Rate on the Business Day of the determination
thereof. Any change in the interest rate on a Committed Rate Loan resulting
from a change in the Alternate Base Rate shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
shall become effective. The Administrative Agent shall as soon as practicable
notify the Company and the Lenders of the effective date and the amount of
each such change.

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

          (c) If any Reference Lender's Commitment shall terminate for any
reason whatsoever (otherwise than with termination of all the Commitments),
such Reference Lender shall thereupon cease to be a Reference Lender, and if
for any reason there shall cease to be at least two Reference Lenders, then
the Administrative Agent (after consultation with the Company and the Lenders)
shall, by notice to the Company and the Lenders, designate another Lender as a
Reference Lender (who shall be reasonably acceptable to the Company) so that
there shall at all times be at least two Reference Lenders.

          (d) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent when and as contemplated
hereby. If any of the Reference Lenders shall be unable or otherwise fails to
supply such rates to the Administrative Agent upon its request, the rate of
interest shall, subject to the provisions of subsection 2.13, be determined on
the basis of the quotations of the remaining Reference Lenders or Reference
Lender.

          2.11 Pro Rata Treatment, Payments and Evidence of Debt. (a) Each
borrowing of Committed Rate Loans and any reduction of the Commitments shall
be made pro rata according to the respective Commitment Percentages of the
Lenders. Each payment by the Company under this Agreement shall be applied,
first, to any fees then due and owing by the Company pursuant to subsection
2.4, second, to interest then due and owing in respect of the Loans and,
third, to principal then due and owing in respect of the Loans. Each payment
by the Company on account of any fees pursuant to subsection 2.4 shall be made
pro rata in accordance with the respective amounts due and owing. Each payment
(other than prepayments) by the Company on account of principal of and
interest on the Committed Rate Loans shall be made pro rata according to the
respective amounts due and owing. Each prepayment on account of principal of
the Loans (except to the extent designated to be applied to Bid Loans) shall
be applied, first, to such of the Committed Rate Loans as the Company may
designate (to be applied pro rata among the Lenders), and, second, after all
Committed Rate Loans shall have been paid in full, to Bid Loans, pro rata
according to the respective amounts outstanding; provided, that prepayments
made pursuant to subsection 2.14 shall be applied in accordance with such
subsection; and provided further that nothing herein shall be deemed to permit
optional


                                     -24-
<PAGE>

prepayments on account of Bid Loans without the prior consent of the Bid Loan
Lender with respect thereto.

          (b) All payments (including prepayments) to be made by the Company
on account of principal, interest and fees shall be made without defense,
set-off or counterclaim (except as provided in subsection 2.17(b)) and shall
be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent's office specified in subsection 8.2 in Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders entitled thereto promptly upon receipt in like funds
as received. If any payment hereunder (other than payments on the Eurodollar
Loans or Index Rate Bid Loans payable on the next preceding Business Day as a
result of the following sentence) becomes due and payable on a day other than
a Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan or an Index Rate Bid Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day.

          (c) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Company to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder. The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Company to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof. The entries made in the accounts maintained pursuant
to the two preceding sentences shall be prima facie evidence of the existence
and amounts of the obligations recorded therein; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Company to repay
the Loans in accordance with the terms of this Agreement.

          (d) Any Lender (including any Replacement Lender) may request that
Loans made by it be evidenced by a promissory note. In such event, the Company
shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) and in a form reasonably satisfactory to the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant
to Section 8.6) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note
is a registered note, to such payee and its registered assigns).

          2.12 Non-Receipt of Funds by the Administrative Agent. (a) Unless
the Administrative Agent shall have been notified by a Lender prior to the
time a Committed Rate Loan is to be made by such Lender (which notice shall be
effective upon receipt) that such Lender does not intend to make the proceeds
of such Committed Rate Loan available to


                                     -25-
<PAGE>

the Administrative Agent, the Administrative Agent may assume that such Lender
has made such proceeds available to the Administrative Agent at such time, and
the Administrative Agent may in reliance upon such assumption (but shall not
be required to) make available to the Company a corresponding amount. If such
amount is made available to the Administrative Agent on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the daily average Federal Funds Effective
Rate during such period, times (ii) the amount of such Lender's Commitment
Percentage of such borrowing, times (iii) a fraction, the numerator of which
is the number of days that elapse from and including such Borrowing Date to
the date on which such Lender's Commitment Percentage of such borrowing shall
have become immediately available to the Administrative Agent and the
denominator of which is 360. If such Lender's Commitment Percentage is not in
fact made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall be
entitled to recover such amount with interest thereon at the rate per annum
applicable to Alternate Base Rate Loans hereunder, on demand, from the
Company.

          (b) Unless the Administrative Agent shall have been notified by the
Company prior to the date on which any payment is due from it hereunder (which
notice shall be effective upon receipt) that the Company does not intend to
make such payment, the Administrative Agent may assume that the Company has
made such payment when due, and the Administrative Agent may in reliance upon
such assumption (but shall not be required to) make available to each Lender
on such payment date an amount equal to the portion of such assumed payment to
which such Lender is entitled hereunder, and if the Company has not in fact
made such payment to the Administrative Agent, such Lender shall, on demand,
repay to the Administrative Agent the amount made available to such Lender. If
such amount is repaid to the Administrative Agent on a date after the date
such amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the daily
average Federal Funds Effective Rate during such period, times (ii) the amount
made available to such Lender by the Administrative Agent pursuant to this
paragraph (b), times (iii) a fraction, the numerator of which is the number of
days that elapse from and including the date on which such amount was made
available to such Lender to the date on which such amount shall have been
repaid to the Administrative Agent by such Lender and become immediately
available to the Administrative Agent and the denominator of which is 360.

          (c) A certificate of the Administrative Agent submitted to the
Company or any Lender with respect to any amount owing under this subsection
shall be conclusive in the absence of manifest error.

          2.13 Inability to Determine Interest Rate. (a) Notwithstanding any
other provision of this Agreement, if (i) the Administrative Agent reasonably
determines that, for any reason whatsoever, a rate for Eurodollar Loans cannot
be determined as provided in the definition of Eurodollar Rate for any
Interest Period or (ii) the Majority Lenders shall determine (which
determination shall be conclusive) that the rates for the purpose of computing
the Eurodollar Rate do not adequately and fairly reflect the cost to such
Lenders of funding Eurodollar Loans that the Company has requested be
outstanding as a Eurodollar Tranche during such Interest Period, the
Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Company and the Lenders at least
two Business Days prior to the first day of such Interest Period. Unless the
Company shall have notified the


                                     -26-
<PAGE>

Administrative Agent upon receipt of such telephone notice that it wishes to
rescind or modify its request regarding such Eurodollar Loans, any Loans that
were requested to be made as Eurodollar Loans shall be made as Alternate Base
Rate Loans and any Loans that were requested to be converted into or continued
as Eurodollar Loans shall be converted into Alternate Base Rate Loans. Until
any such notice has been withdrawn by the Administrative Agent, no further
Loans shall be made as, continued as, or converted into, Eurodollar Loans.

          (b) In the event that the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Company) that by
reason of circumstances affecting the interbank eurodollar market, adequate
and reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to a proposed Bid Loan to be made pursuant to an
Index Rate Bid Loan Request, the Administrative Agent shall forthwith give
telephone notice of such determination, confirmed in writing, to the Company
and the Bid Loan Lenders at least two Business Days prior to the proposed Bid
Loan Date, and such Bid Loans shall not be made on such Bid Loan Date. Until
any such notice has been withdrawn by the Administrative Agent, no further
Index Rate Bid Loan Requests shall be submitted by the Company.

          2.14 Illegality. Notwithstanding any other provision of this
Agreement, if the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof by any relevant Governmental
Authority to any Lender shall make it unlawful for such Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement or to obtain in
the interbank eurodollar market the funds with which to make such Loans, (a)
such Lender shall promptly notify the Administrative Agent and the Company
thereof, (b) the commitment of such Lender hereunder to make Eurodollar Loans
or continue Eurodollar Loans as such shall forthwith be cancelled and (c) such
Lender's Committed Rate Loans then outstanding as Eurodollar Loans, if any,
shall be converted on the last day of the Interest Period for such Loans or
within such earlier period as required by law into Alternate Base Rate Loans.
The Company hereby agrees promptly to pay any Lender, upon its demand, any
additional amounts necessary to compensate such Lender for actual and direct
costs reasonably incurred by such Lender in making any repayment in accordance
with this subsection including, but not limited to, any interest or fees
payable by such Lender to lenders of funds obtained by it in order to make or
maintain its Eurodollar Loans hereunder. A certificate as to any additional
amounts payable pursuant to this subsection submitted by such Lender, through
the Administrative Agent, to the Company shall be conclusive in the absence of
manifest error. Each Lender agrees to use reasonable efforts to avoid or to
minimize any amounts which may otherwise be payable pursuant to this
subsection; provided, however, that such efforts shall not cause the
imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender to be material.

          2.15 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

          (i) does or shall subject such Lender to any tax of any kind
     whatsoever with respect to this Agreement or any Eurodollar Loan made by
     it, or change the basis of


                                     -27-
<PAGE>

     taxation of payments to such Lender of principal, facility fee, interest
     or any other amount payable hereunder (except for changes in the rate of
     tax on the overall net income of such Lender), provided however, this
     subsection 2.15(a)(i) shall not apply to Taxes which are addressed in
     Section 2.17;

          (ii) does or shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets
     held by, or deposits or other liabilities in or for the account of,
     advances or loans by, or other credit extended by, or any other
     acquisition of funds by, any office of such Lender which are not
     otherwise covered by subsection 2.15(b);

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

and the result of any of the foregoing is to increase the cost to such Lender
of making or maintaining Loans or to reduce any amount receivable hereunder,
then, in any such case, the Company shall promptly pay such Lender, upon its
demand, any additional amounts necessary to compensate such Lender for such
additional cost or reduced amount receivable which such Lender reasonably
deems to be material as determined by such Lender with respect to its
Eurodollar Loans. A certificate as to any additional amounts payable pursuant
to this subsection submitted by such Lender, through the Administrative Agent,
to the Company shall be conclusive in the absence of manifest error. Each
Lender agrees to use reasonable efforts to avoid or to minimize any amounts
which might otherwise be payable pursuant to this paragraph of this
subsection; provided, however, that such efforts shall not cause the
imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender to be material.

          (b) In addition to amounts which may become payable from time to
time pursuant to paragraph (a) of this subsection, the Company agrees to pay
to each Lender which requests compensation under this paragraph (b) (by notice
to the Company), on the last day of each Interest Period with respect to any
Eurodollar Loan made by such Lender, so long as such Lender shall be required
to maintain reserves against "Eurocurrency liabilities" under Regulation D of
the Board of Governors of the Federal Reserve System (or, so long as such
Lender may be required by such Board of Governors or by any other Governmental
Authority to maintain reserves against any other category of liabilities which
includes deposits by reference to which the interest rate on Eurodollar Loans
is determined as provided in this Agreement or against any category of
extensions of credit or other assets of such Lender which includes any
Eurodollar Loans), an additional amount (determined by such Lender and
notified to the Company) representing such Lender's calculation or, if an
accurate calculation is impracticable, reasonable estimate (using such
reasonable means of allocation as such Lender shall determine) of the actual
costs, if any, incurred by such Lender during such Interest Period as a result
of the applicability of the foregoing reserves to such Eurodollar Loans, which
amount in any event shall not exceed the product of the following for each day
of such Interest Period:

          (i) the principal amount of the Eurodollar Loans made by such Lender
     to which such Interest Period relates outstanding on such day; and


                                     -28-
<PAGE>

          (ii) the difference between (x) a fraction (expressed as a decimal)
     the numerator of which is the Eurodollar Rate (expressed as a decimal)
     applicable to such Eurodollar Loan and the denominator of which is one
     minus the maximum rate (expressed as a decimal) at which such reserve
     requirements are imposed by such Board of Governors or other Governmental
     Authority on such date minus (y) such numerator; and

          (iii) a fraction the numerator of which is one and the denominator
     of which is 360.

          (c) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central
bank or Governmental Authority made subsequent to the date hereof does or
shall have the effect of reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, within 15 days
after demand by such Lender, the Company shall pay to such Lender such
additional amount as shall be certified by such Lender as being required to
compensate it for such reduction.

          (d) Notwithstanding anything to the contrary contained herein, the
Company shall not have any obligation to pay to any Lender amounts owing under
this subsection 2.15 for any period which is more than 60 days prior to the
date upon which the request for payment therefor is delivered to the Company;
provided that in no event shall the Company have any obligation to pay to any
Lender amounts owing under subsection 2.15(b) for any period which is prior to
the commencement of the Interest Period in effect at the time a demand for
payment is made by such Lender.

          (e) The agreements in this subsection shall survive the termination
of this Agreement and payment of the Loans and all other amounts payable
hereunder.

          2.16 Indemnity. The Company hereby agrees to indemnify each Lender
and to hold such Lender harmless from any funding loss or expense which such
Lender may sustain or incur as a consequence of (a) default by the Company in
payment of the principal amount of or interest on any Loan by such Lender in
accordance with the terms of subsections 2.1(d), 2.2(d), 2.2(e) and 2.8(e), as
the case may be, (b) default by the Company in making a borrowing after the
Company has given a notice in accordance with subsection 2.1 or 2.2, (c)
default by the Company in making any prepayment after the Company has given a
notice in accordance with subsection 2.6 and/or (d) the making by the Company
of a prepayment of a Committed Rate Loan (including without limitation, any
prepayment of an Alternate Base Rate Loan after notice of conversion to a
Eurodollar Loan has been delivered with respect thereto pursuant to Section
2.9), or the conversion thereof, on a day which is not the last day of the
Interest Period with respect thereto, in each case including, but not limited
to, any such loss or expense arising from interest or fees payable by such
Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
subsection


                                     -29-
<PAGE>

submitted by any Lender, through the Administrative Agent, to the Company
(which certificate must be delivered to the Administrative Agent within thirty
days following such default, prepayment or conversion) shall be conclusive in
the absence of manifest error. The agreements in this subsection shall survive
termination of this Agreement and payment of the Loans and all other amounts
payable hereunder.

          2.17 Taxes. (a) All payments made by the Company hereunder will be,
except as provided in subsection 2.17(b), made free and clear of, and without
deduction or withholding for, any present or future taxes, levies, imposts,
duties, fees, assessments or other charges of whatever nature now or hereafter
imposed by any Governmental Authority or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding any tax imposed on or measured by the net income or profits of a
Lender pursuant to the laws of the jurisdiction in which it is organized or
the jurisdiction in which the principal office or applicable lending office of
such Lender is located or any subdivision thereof or therein) and all
interest, penalties or similar liabilities with respect thereto (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as "Taxes"). If any Taxes are so levied
or imposed, the Company agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts
due under this Agreement, after withholding or deduction for or on account of
any Taxes, will not be less than the amount provided for herein. The Company
will furnish to the Administrative Agent as soon as practicable after the date
the payment of any Taxes is due pursuant to applicable law certified copies
(to the extent reasonably available and required by law) of tax receipts
evidencing such payment by the Company. The Company agrees to indemnify and
hold harmless each Lender, and reimburse such Lender upon its written request,
for the amount of any Taxes so levied or imposed and paid by such Lender.

          (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for United States federal income
tax purposes agrees to deliver to the Company and the Administrative Agent on
or prior to the Effective Date, or in the case of a Lender that is an assignee
or transferee of an interest under this Agreement pursuant to subsection
8.6(c) (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect
to the benefit of any income tax treaty) (or successor forms) certifying to
such Lender's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement, or
(ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
of the Code, either Internal Revenue Service Form W-8ECI or W-8BEN (with
respect to the benefit of any income tax treaty) pursuant to clause (i) above,
or (x) a certificate substantially in the form of Exhibit C (any such
certificate, a "2.17 Certificate") and (y) two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN (with respect to the
portfolio interest exception under Sections 871(h) or 881(c) of the Code) (or
successor form) certifying to such Lender's entitlement to an exemption from
United States withholding tax with respect to payments of interest to be made
under this Agreement. In addition, each Lender agrees that it will deliver
upon the Company's request updated versions of the foregoing, as applicable,
whenever the previous certification has become obsolete or inaccurate in any
material respect, together with such other forms as may be required in order
to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction


                                     -30-
<PAGE>

in United States withholding tax with respect to payments under this
Agreement, or it shall immediately notify the Company and the Administrative
Agent of its inability to deliver any such Form or Certificate, in which case
such Lender shall not be required to deliver any such Form or Certificate
pursuant to this subsection 2.17(b). Notwithstanding anything to the contrary
contained in subsection 2.17(a), but subject to the immediately succeeding
sentence, (x) the Company shall be entitled, to the extent it is required to
do so by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender that is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for United States federal income tax purposes to the extent that
such Lender has not provided to the Company U.S. Internal Revenue Service
Forms (and, if applicable, a 2.17 Certificate) that establish a complete
exemption from such deduction or withholding and (y) the Company shall not be
obligated pursuant to subsection 2.17(a) hereof to gross-up payments to be
made to a Lender in respect of Taxes imposed by the United States (I) unless
the deduction or withholding would not be imposed but for a change after the
Effective Date, or in the case of a Lender that is an assignee or transferee
of an interest under this Agreement pursuant to subsection 8.6(c), after the
date of such assignment or transfer to such Lender, in any applicable law,
treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deduction or withholding of Taxes,
(II) if such Lender has not provided to the Company the U.S. Internal Revenue
Service Forms (and, if applicable, a 2.17 Certificate) required to be provided
to the Company pursuant to this subsection 2.17(b) or (III) in the case of a
payment, other than interest, to a Lender described in clause (ii) above, to
the extent that such Forms do not establish a complete exemption from
withholding of such Taxes. Notwithstanding anything to the contrary contained
in the preceding sentence or elsewhere in this subsection 2.17, the Company
agrees to pay additional amounts and to indemnify each Lender in the manner
set forth in subsection 2.17(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of Taxes
deducted or withheld by it as a result of any changes after the Effective
Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to subsection 8.6(c), after the date of
such assignment or transfer to such Lender, in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.

          (c) Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its lending office) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection;
provided, however, that such efforts shall not cause the imposition on such
Lender of any additional costs or legal or regulatory burdens deemed by such
Lender to be material.

          (d) If the Company pays any additional amount pursuant to this
subsection 2.17 with respect to a Lender, such Lender shall use reasonable
efforts to obtain a refund of tax or credit against its tax liabilities on
account of such payment; provided that such Lender shall have no obligation to
use such reasonable efforts if either (i) it is in an excess foreign tax
credit position or (ii) it believes in good faith, in its sole discretion,
that claiming a refund or credit would cause adverse tax consequences to it.
In the event that such Lender receives such a refund or credit, such Lender
shall pay to the Company an amount that such Lender reasonably determines is
equal to the net tax benefit obtained by such Lender as a result of such
payment by the Company. In the event that no refund or credit is obtained with
respect to the Company's


                                     -31-
<PAGE>

payments to such Lender pursuant to this subsection 2.17, then such Lender
shall provide a certification that such Lender has not received a refund or
credit for such payments. Nothing contained in this subsection 2.17 shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its
determination referred to in the proviso to the first sentence of this
subsection 2.17 to the Company or any other party.

          (e) The agreements in this subsection shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder.

          2.18 Replacement of Lenders. In the event that any Lender shall
submit a request for additional reimbursement under subsection 2.15(a),(b) or
(c) or subsection 2.17, the Company shall have the right to replace such
Lender (the "Replaced Lender") with one or more other Eligible Transferee or
Transferees, (collectively, the "Replacement Lender") reasonably acceptable to
the Administrative Agent, provided that:

          (i) at the time of any replacement pursuant to this subsection 2.18,
     the Replacement Lender shall enter into one or more Commitment Transfer
     Supplements pursuant to subsection 8.6(c) (and with all fees payable
     pursuant to subsection 8.6(e) to be paid by the Replacement Lender)
     pursuant to which the Replacement Lender shall acquire all of the
     Commitments and outstanding Committed Rate Loans of the Replaced Lender
     hereunder and, in connection therewith, shall pay to the Replaced Lender
     in respect thereof an amount equal to the sum of (x) an amount equal to
     the principal of, and all accrued but unpaid interest on, all outstanding
     Committed Rate Loans of the Replaced Lender hereunder, and (y) an amount
     equal to all accrued but unpaid Facility Fees (if any) owing to the
     Replaced Lender pursuant to subsection 2.4 hereof; and

          (ii) all obligations of the Company owing to the Replaced Lender
     hereunder (including the aforesaid increased fees but other than (x)
     those specifically described in clause (i) above in respect of which the
     assignment purchase price has been, or is concurrently being, paid and
     (y) accrued but not due interest on, and the principal of, all Bid Loans
     of the Replaced Bank then outstanding (which will be paid when and as due
     by the Company)) shall be paid in full to such Replaced Lender by the
     Company concurrently with such replacement; provided, that, no such
     payment shall be required in respect of periods commencing (x) prior to
     the commencement of the Interest Period in respect of which such payment
     is sought, in the case of any payment pursuant to subsection 2.15(b), or
     (y) prior to the date which is 60 days prior to the date of such payment
     request, in all other cases.

          The Company will also be required to provide reimbursement to such
Replaced Lender for any additional amounts owing pursuant to subsection
2.15(a), (b) or (c) or subsection 2.17 for the period subsequent to such
request through the date of such replacement. Upon the execution of the
respective Commitment Transfer Supplement and the payment of amounts referred
to in clauses (i) and (ii) above, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement (and the obligation, if any, owed it in respect of any outstanding
Bid Loan), which shall survive as to such Replaced Lender. The


                                     -32-
<PAGE>

Administrative Agent agrees with the Company to use diligent efforts to assist
the Company in locating any necessary Replacement Lender.

          2.19 Commitment Increases. (a) The Lenders hereby acknowledge and
agree that the Borrower may, effective on a single date prior to December 31,
2002, increase the Aggregate Commitments under this Agreement by an aggregate
amount not to exceed $1,000,000,000 less the amount of any Amgen Retained
Amount, by requesting one or more financial institutions not then a Lender,
but each of which is an Eligible Transferee, to become a party to this
Agreement (such institution, a "New Lender"), provided that (i) no Event of
Default has occurred and is continuing at the time of any such increase, (ii)
the Borrower shall deliver a notice of such increase to the Administrative
Agent describing (x) the amount of such increase and the Aggregate Commitment
after giving effect to such increase and (y) the New Lender(s) agreeing to
such increase and the amount of each such entity's Commitment after giving
effect to such increase, (iii) the Borrower, the Administrative Agent and the
Syndication Agent shall consent to each New Lender (such consent not to be
unreasonably withheld or delayed) and (iv) the Borrower and each such New
Lender shall deliver an Agreement of Commitment Increase to the Administrative
Agent. Any such Commitment increase will become effective only if the
Administrative Agent shall have recorded such addition to the Aggregate
Commitments in the Register, the Administrative Agent hereby agreeing to
effect such recordation promptly after its receipt of an Agreement of
Commitment Increase. Upon the effectiveness of any additional Commitment
pursuant to this Section 2.19, each New Lender will become a "Lender" for all
purposes of this Agreement with a Commitment as so recorded by the
Administrative Agent in the Register. The Administrative Agent will prepare
within five Business Days of the effective date of any Commitment increase
pursuant to this Section 2.19 a new Schedule I hereto giving effect to all
such increases so effected and will promptly provide same to the Borrower and
each of the Lenders.

          (b) If the Aggregate Commitment is increased pursuant to Section
2.19(a) at a time when Committed Rate Loans are outstanding, then the Borrower
shall take all such actions as appropriate to repay and reborrow Committed
Rate Loans (but without any obligation to repay Eurodollar Loans other than on
the last day of an Interest Period applicable thereto and without regard to
the provisions of the first sentence of Section 2.11), so that, as soon as
practicable, the outstanding principal amount of the Committed Rate Loans of
each Lender equals such Lender's Commitment Percentage of the aggregate
outstanding principal amount of all Committed Rate Loans of all Lenders.

          SECTION 3. REPRESENTATIONS AND WARRANTIES

          To induce the Lenders to enter into this Agreement and to make the
Loans herein provided for, the Company hereby represents and warrants to the
Administrative Agent and to each Lender that:

          3.1 Financial Condition. The consolidated balance sheet of the
Company and its consolidated Subsidiaries as at December 31, 2001 and as at
March 31, 2002 and the related consolidated statements of income and of cash
flows for the fiscal year or three-month period ended on such date, reported
on (in the case of such annual statements) by Arthur Andersen LLP, copies of
which have heretofore been furnished to each Lender, are complete and correct
and

                                     -33-
<PAGE>

present fairly the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date, and the consolidated results of
their operations and their consolidated cash flows for the fiscal year or
three-month period then ended, subject in the case of the March 31, 2002
statements to normal year end adjustments. All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as disclosed therein). Neither the Company nor any of its consolidated
Subsidiaries had, at the date of the balance sheets referred to above, any
material Guarantee Obligation, contingent liabilities or liability for taxes,
long-term lease or unusual forward or long-term commitment, including, without
limitation, any material interest rate or foreign currency swap or exchange
transaction, which is not reflected in the foregoing statements or in the
notes thereto.

          3.2 No Change. Since December 31, 2001 there has been no development
or event which has had a Material Adverse Effect.

          3.3 Existence; Compliance with Law. Each of the Company and its
Significant Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate or partnership power and authority and the legal right to own and
operate all its material property, to lease the material property it operates
as lessee and to conduct the business in which it is currently engaged, (c) is
duly qualified as a foreign corporation or partnership and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify or be in good standing would not, in
the aggregate, have a Material Adverse Effect and (d) is in compliance with
all Requirements of Law except to the extent that the failure to comply
therewith would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          3.4 Power; Authorization; Enforceable Obligations. The Company has
full power and authority and the legal right to make, deliver and perform this
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Agreement. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery or performance of this Agreement by
the Company or with the validity or enforceability of this Agreement against
the Company. This Agreement has been duly executed and delivered on behalf of
the Company. This Agreement constitutes a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

          3.5 No Legal Bar; No Default. The execution, delivery and
performance of this Agreement, the borrowings thereunder and the use of the
proceeds of the Loans will not violate any Requirement of Law or any
Contractual Obligation of the Company or its Significant Subsidiaries, and
will not result in, or require, the creation or imposition of any Lien on any
of its or their respective properties or revenues pursuant to any Requirement
of Law or Contractual Obligation. Neither the Company nor any of its
Subsidiaries is in default under or with respect


                                     -34-
<PAGE>

to any of its Contractual Obligations in any respect which would reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

          3.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending
or, to the best knowledge of the Company, threatened by or against the Company
or any of its Subsidiaries or against any of its or their respective
properties or revenues (a) with respect to this Agreement or any Loan or any
of the transactions contemplated hereby or (b) which would reasonably be
expected to have a Material Adverse Effect.

          3.7 Investment Company Act. The Company is not an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

          3.8 Federal Regulations. No part of the proceeds of any Loan
hereunder will be used directly or indirectly for any purpose which violates,
or which would be inconsistent with, the provisions of Regulation T, U or X of
the Board of Governors of the Federal Reserve System as now and from time to
time hereafter in effect. No part of any such proceeds shall be used to
purchase or carry any "Margin Stock", as that term is defined in said
Regulation U.

          3.9 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with the applicable provisions of
ERISA and the Code, except to the extent that any such occurrence or failure
to comply would not reasonably be expected to have a Material Adverse Effect.
No termination of a Single Employer Plan has occurred resulting in any
liability that has remained underfunded, and no Lien in favor of the PBGC or a
Plan has arisen, during such five-year period which would reasonably be
expected to have a Material Adverse Effect. Except for the Company's
Supplemental Executive Retirement Plan, the present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the
date on which this representation is made or deemed made, exceed the value of
the assets of such Plan allocable to such accrued benefits by an amount which
would reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any Commonly Controlled Entity is currently subject to any
liability for a complete or partial withdrawal from a Multiemployer Plan which
would reasonably be expected to have a Material Adverse Effect.

          3.10 Environmental Matters. Except to the extent that all of the
following, in the aggregate, would not reasonably be expected to have a
Material Adverse Effect:

          (a) To the best knowledge of the Company, the facilities and
     properties owned, leased or operated by the Company or any of its
     Subsidiaries (the "Properties") do not contain any Materials of
     Environmental Concern in amounts or concentrations which (i) constitute a
     violation of, or (ii) could give rise to liability under, any
     Environmental Law.


                                     -35-
<PAGE>

          (b) To the best knowledge of the Company, the Properties and all
     operations at the Properties are in compliance, and have in the last five
     years been in compliance, in all material respects with all applicable
     Environmental Laws, and there is no contamination at, under or about the
     Properties or violation of any Environmental Law with respect to the
     Properties or the business operated by the Company or any of its
     Subsidiaries (the "Business").

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

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

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

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

          3.11 Purpose of Loans. This Agreement, and/or the proceeds of the
Loans, will be used (i) to support commercial paper and (ii) for the Company's
general corporate and working capital purposes.

          3.12 Restrictions on Subsidiaries. There are no restrictions on the
Company or any of its Subsidiaries which prohibit or otherwise restrict the
transfer of cash or other assets (x) between the Company and any of its
Subsidiaries or (y) between any Subsidiaries of the Company, other than (i)
applicable restrictions of law imposed on Subsidiaries by the jurisdictions in
which such Subsidiaries are incorporated or do business or (ii) other
restrictions which, in the aggregate, do not encumber a material amount of
cash or other assets.

          SECTION 4. CONDITIONS PRECEDENT

                                     -36-
<PAGE>

          4.1 Conditions to Effective Date. This Agreement shall become
effective upon the satisfaction of the following conditions precedent:

          (a) Execution of Agreement. The Administrative Agent shall have
     received one or more counterparts of this Agreement, executed by a duly
     authorized officer of each party hereto.

          (b) Officer's Certificate. The Administrative Agent shall have
     received, with a counterpart for each Lender, a certificate of a duly
     authorized officer of the Company dated the Effective Date, substantially
     in the form of Exhibit H with appropriate insertions and attachments.

          (c) Legal Opinion of Counsel. The Administrative Agent shall have
     received, with a copy for each Lender, an opinion of Louis L. Hoynes,
     Jr., Executive Vice President and General Counsel of the Company, dated
     the Effective Date and addressed to the Administrative Agent and the
     Lenders, substantially in the form of Exhibit I. Such opinion shall also
     cover such other matters incident to the transactions contemplated by
     this Agreement as the Administrative Agent shall reasonably require.

          (d) Fees. The Administrative Agent shall have received all fees due
     and payable on or prior to the Effective Date, and, to the extent
     invoiced at least two Business Days prior to the Effective Date,
     reimbursement or payment of all out-of-pocket expenses required to be
     reimbursed or paid by the Company hereunder.

          (e) Subsection 4.2 Conditions. The conditions specified in
     subsections 4.2(a) and (b) shall be satisfied on the Effective Date as if
     Loans were to be made on such date.

          (f) Additional Matters. All other documents and legal matters in
     connection with the transactions contemplated by this Agreement shall be
     reasonably satisfactory in form and substance to the Administrative Agent
     and its counsel.

          4.2 Conditions to All Loans. The obligation of each Lender to make
any Loan to be made by it hereunder (including the initial Loan to be made by
it hereunder) is subject to the satisfaction of the following conditions
precedent on the date of making such Loan:

          (a) Representations and Warranties. The representations and
     warranties made by the Company herein (except for, in the case of any
     Loan made after the Effective Date, the representations and warranties
     set forth in Sections 3.2 and 3.6) or which are contained in any
     certificate furnished at any time under or in connection herewith shall
     be true and correct in all material respects on and as of the date of
     such Loan as if made on and as of such date.

          (b) No Default or Event of Default. No Default or Event of Default
     shall have occurred and be continuing on such date or after giving effect
     to the Loan to be made on such date unless such Default or Event of
     Default shall have been waived in accordance with this Agreement.


                                     -37-
<PAGE>

          (c) Additional Conditions to Bid Loans. If such Loan is made
     pursuant to subsection 2.2 all conditions set forth in such subsection
     shall have been satisfied.

          (d) Additional Conditions to Committed Rate Loans. If such Loan is
     made pursuant to subsection 2.1, all conditions set forth in such
     subsection shall have been satisfied.

          Each acceptance by the Company of a Loan shall be deemed to
constitute a representation and warranty by the Company as of the date of such
Loan that the applicable conditions in paragraphs (a), (b), (c) and/or (d) of
this subsection have been satisfied.

          SECTION 5. COVENANTS

          The Company hereby covenants and agrees that on the Effective Date,
and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated and the Loans, together with interest, Facility
Fees and all other amounts owing to the Administrative Agent or any Lender
hereunder, are paid in full, the Company shall and, in the case of subsections
5.3, 5.4, 5.5 and 5.6, shall cause each of its Significant Subsidiaries to,
and in the case of subsections 5.7, 5.8 and 5.10 shall cause each of its
Subsidiaries to:

          5.1 Financial Statements. Furnish to the Administrative Agent (with
a sufficient number of copies for each Lender, which the Administrative Agent
shall promptly furnish to each Lender):

          (a) as soon as available, but in any event within 120 days after the
     end of each fiscal year of the Company, a copy of the consolidated
     balance sheet of the Company and its consolidated Subsidiaries as at the
     end of such year and the related consolidated statements of income and
     retained earnings and of cash flows of the Company and its consolidated
     Subsidiaries 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 indicating
     that the scope of the audit was inadequate to permit such independent
     certified public accountants to certify such financial statements without
     such qualification, by PricewaterhouseCoopers or another firm of
     independent certified public accountants of nationally recognized
     standing;

          (b) as soon as available, but in any event not later than 60 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Company, a copy of the Company's Report on Form 10-Q, as
     filed with the Securities Exchange Commission; and

          (c) together with each financial statement delivered pursuant to
     clauses (a) and (b), any certification to the Securities and Exchange
     Commission of such financial statements by the Company's chief executive
     officer and chief financial officer, in each case to the extent required
     to be made publicly available as part of or accompanying such financial
     statements;

all such financial statements to be complete and correct in all material
respects and to be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the


                                     -38-
<PAGE>

periods reflected therein (except as approved by such accountants or a
Responsible Officer, as the case may be, and disclosed therein).

          5.2 Certificates; Other Information. Furnish to the Administrative
Agent (with a sufficient number of copies for each Lender, which the
Administrative Agent shall promptly furnish to each Lender):

          (a) concurrently with the delivery of the financial statements
     referred to in subsection 5.1(a) above, a certificate of the independent
     certified public accountants reporting on such financial statements
     stating that in making the examination necessary therefor no knowledge
     was obtained of any Default or Event of Default, except as specified in
     such certificate;

          (b) concurrently with the delivery of the financial statements
     referred to in subsection 5.1(a) above and the Report on Form 10-Q for
     the Company's fiscal quarters referred to in subsection 5.1(b) above, a
     certificate of a Responsible Officer of the Company stating that, to the
     best of such Responsible Officer's knowledge, the Company during such
     period observed or performed all of its covenants and other agreements,
     and satisfied every material condition, contained in this Agreement to be
     observed, performed or satisfied by it, and that such Responsible Officer
     has obtained no knowledge of any Default or Event of Default except as
     specified in such certificate and such certificate shall include the
     calculation required to indicate compliance with subsection 5.9;

          (c) within thirty days after the same are sent, copies of all
     reports (other than those otherwise provided pursuant to subsection 5.1
     and those which are of a promotional nature) and other financial
     information which the Company sends to its stockholders, and within
     thirty days after the same are filed, copies of all financial statements
     and non-confidential reports which the Company may make to, or file with,
     the Securities and Exchange Commission or any successor or analogous
     Governmental Authority; and

          (d) promptly, such additional financial and other information as the
     Administrative Agent, on behalf of any Lender, may from time to time
     reasonably request.

          5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature and any additional costs that are
imposed as a result of any failure to so pay, discharge or otherwise satisfy
such obligations, except when the amount or validity of such obligations and
costs is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided
on the books of the Company or its Subsidiaries, as the case may be.

          5.4 Conduct of Business and Maintenance of Existence. Preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and franchises necessary
or desirable in the normal conduct of its businesses; comply with all
Contractual Obligations and Requirements of Law applicable to it except to the
extent that failure to comply therewith would not, in the aggregate, have a
Material Adverse


                                     -39-
<PAGE>

Effect; not enter into any business which is material to the Company and its
Subsidiaries taken as a whole, other than business in which the Company and
its Subsidiaries are engaged on the date hereof and businesses directly
related to such existing businesses.

          5.5 Maintenance of Property; Insurance. Keep all material property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks as
are usually insured against in the same general area by companies engaged in
the same or a similar business; and furnish to the Administrative Agent, upon
written request, full information as to the insurance carried; provided,
however, that the Company and its Subsidiaries may maintain self insurance
plans to the extent companies of similar size and in similar businesses do so.

          5.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its businesses and activities; and permit,
during regular business hours and upon reasonable notice by the Administrative
Agent, the Administrative Agent to visit and inspect any of its properties and
examine and make abstracts from any of its books and records (other than
materials protected by the attorney-client privilege and materials which the
Company may not disclose without violation of a confidentiality obligation
binding upon it) at any reasonable time and as often as may reasonably be
desired, and to discuss the business, operations, properties and financial and
other condition of the Company and its Significant Subsidiaries with officers
and employees of the Company and its Significant Subsidiaries and with its
independent certified public accountants.

          5.7 Notices. Give notice to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

          (a) within five Business Days after the Company knows or has reason
     to know thereof, the occurrence of any material Default or Event of
     Default;

          (b) promptly, any default or event of default under any Contractual
     Obligation of the Company or any of its Significant Subsidiaries which
     would reasonably be expected to have a Material Adverse Effect;

          (c) promptly, any litigation, or any investigation or proceeding
     known to the Company, affecting the Company or any of its Significant
     Subsidiaries which would reasonably be expected to have a Material
     Adverse Effect;

          (d) as soon as possible and in any event within 30 days after the
     Company knows or has reason to know thereof: (i) the occurrence or
     expected occurrence of any Reportable Event with respect to any Plan, a
     failure to make any required contribution to a Plan, the creation of any
     Lien in favor of the PBGC or a Plan or any withdrawal from, or the
     termination, Reorganization or Insolvency of, any Multiemployer Plan or
     (ii) the institution of proceedings or the taking of any other action by
     the PBGC or the Company


                                     -40-
<PAGE>

     or any Commonly Controlled Entity or any Multiemployer Plan with respect
     to the withdrawal from, or the terminating, Reorganization or Insolvency
     of, any Plan; and

          (e) promptly, any other development or event which would reasonably
     be expected to have a Material Adverse Effect.

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

          5.8 Environmental Laws. (a) Comply with, and ensure compliance by
all tenants and subtenants, if any, with, all applicable Environmental Laws
and obtain and comply in all material respects with and maintain, and ensure
that all tenants and subtenants obtain and comply in all material respects
with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws except to
the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect;

          (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all
lawful orders and directives of all Governmental Authorities regarding
Environmental Laws except to the extent that the same are being contested in
good faith by appropriate proceedings and the pendency of such proceedings
would not reasonably be expected to have a Material Adverse Effect; and

          (c) Defend, indemnify and hold harmless the Administrative Agent and
the Lenders, and their respective employees, agents, officers and directors,
from and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Company, any of its Significant
Subsidiaries or the Properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, except to the extent that any of
the foregoing arise out of the gross negligence or willful misconduct of the
party seeking indemnification therefor. The agreements in this paragraph shall
survive repayment of the Loans and all other amounts payable hereunder.

          5.9 Consolidated Adjusted Indebtedness to Adjusted Capitalization.
Not permit the ratio of (i) Consolidated Adjusted Indebtedness to (ii)
Adjusted Capitalization at any time to exceed .65 to 1:00.

          5.10 Liens, Etc. Not create or suffer to exist any Lien upon or with
respect to any of its properties, whether now owned or hereafter acquired, or
assign, or assign any right to receive income, in each case to secure or
provide for the payment of any Indebtedness of any Person, other than (i)
purchase money Liens or purchase money security interests upon or in any
property acquired or held by it or any Subsidiary in the ordinary course of
business to secure the purchase price of such property or to secure
indebtedness incurred solely for the purpose of


                                     -41-
<PAGE>

financing the acquisition of such property, (ii) Liens or security interests
existing on such property at the time of its acquisition (other than any such
Lien or security interest created in contemplation of such acquisition), (iii)
Liens or security interests existing on the Effective Date hereof, (iv) Liens
or security interests on property financed through the issuance of industrial
revenue bonds in favor of the holders of such bonds or any agent or trustee
therefor, (v) Liens or security interests securing Indebtedness in an
aggregate amount not in excess of 15% of the Company's Consolidated Tangible
Assets or (vi) Permitted Liens.

          5.11 Availability. (a) Maintain at all times (x) unutilized
commitments under the Other Credit Agreement plus (y) cash (net of
repatriation costs in the case of overseas cash) in an aggregate amount equal
to the Aggregate Commitments at such time.

          (b) Maintain at all times credit facilities (other than under this
Agreement), having commitments (utilized or unutilized) in an aggregate amount
at least equal to the lower of (i) $1,000,000,000 and (ii) the Aggregate
Commitments at such time.

          SECTION 6. EVENTS OF DEFAULT

          Upon the occurrence of any of the following events:

          (a) The Company shall fail to pay any principal on any Loan when due
     in accordance with the terms thereof or hereof on the maturity date
     thereof; or the Company shall fail to pay any interest on any Loan or any
     fee or other amount payable hereunder when due in accordance with the
     terms thereof or hereof and such failure shall continue unremedied for
     five Business Days (or in the case of any other amount that is not
     interest or a fee, three Business Days after the Company has received
     from the Administrative Agent notice of said default); or

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

          (c) The Company shall (i) default in the due performance or
     observance of subsection 5.9 (provided that no Default or Event of
     Default shall arise or exist under this subsection 6(c)(i) in respect of
     such a breach if prior to the time the Company is required to give notice
     to the Lenders under subsection 5.7(a) of such breach, such breach has
     been cured (determined on a pro forma basis)), or (ii) default in any
     material respect in the observance or performance of any other term,
     covenant or agreement contained in this Agreement (other than as
     described in subsections 6(a) or 6(c)(i) above), and such default shall
     continue unremedied for a period of 30 days or more; or

          (d) The Company or any of its Significant Subsidiaries shall (i)
     default in any payment of principal of or interest on any Indebtedness
     (other than the Loans) in a principal amount outstanding of at least
     $100,000,000 in the aggregate for the Company and its Significant
     Subsidiaries or in the payment of any matured Guarantee Obligation in a
     principal amount outstanding of at least $100,000,000 in the aggregate
     for the Company


                                     -42-
<PAGE>

     and its Significant Subsidiaries beyond the period of grace (not to
     exceed 30 days), if any, provided in the instrument or agreement under
     which such Indebtedness or Guarantee Obligation was created; or (ii)
     default in the observance or performance of any other agreement or
     condition relating to any such Indebtedness in a principal amount
     outstanding of at least $100,000,000 in the aggregate for the Company and
     its Significant Subsidiaries or Guarantee Obligation in a principal
     amount outstanding of at least $100,000,000 in the aggregate for the
     Company and its Significant Subsidiaries or contained in any instrument
     or agreement evidencing, securing or relating thereto, or any other event
     shall occur or condition exist, the effect of which default or other
     event or condition is to cause, or to permit the holder or holders of
     such Indebtedness or beneficiary or beneficiaries of such Guarantee
     Obligation (or a trustee or agent on behalf of such holder or holders or
     beneficiary or beneficiaries) to cause, with the giving of notice if
     required, such Indebtedness to become due prior to its stated maturity or
     such Guarantee Obligation to become payable; or

          (e) (i) The Company or any of its Significant Subsidiaries shall
     commence any case, proceeding or other action (A) under any existing or
     future law of any jurisdiction, domestic or foreign, relating to
     bankruptcy, insolvency, reorganization or relief of debtors, seeking to
     have an order for relief entered with respect to it, or seeking to
     adjudicate it a bankrupt or insolvent, or seeking reorganization,
     arrangement, adjustment, winding-up, liquidation, dissolution,
     composition or other relief with respect to it or its debts, or (B)
     seeking appointment of a receiver, trustee, custodian, conservator or
     other similar official for it or for all or any substantial part of its
     assets, or the Company or any such Significant Subsidiary shall make a
     general assignment for the benefit of its creditors; or (ii) there shall
     be commenced against the Company or any such Significant Subsidiary any
     case, proceeding or other action of a nature referred to in clause (i)
     above which (A) results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (iii) there shall be commenced
     against the Company or any such Significant Subsidiary any case,
     proceeding or other action seeking issuance of a warrant of attachment,
     execution, distraint or similar process against all or any substantial
     part of its assets which results in the entry of an order for any such
     relief which shall not have been vacated, discharged, or stayed or bonded
     pending appeal within 60 days from the entry thereof; or (iv) the Company
     or any such Significant Subsidiary shall take any action in furtherance
     of, or indicating its consent to, approval of, or acquiescence in, any of
     the acts set forth in clause (i), (ii), or (iii) above; or (v) the
     Company or any such Significant Subsidiary shall generally not, or shall
     be unable to, or shall admit in writing its inability to, pay its debts
     as they become due; or

          (f) One or more judgments or decrees shall be entered against the
     Company or any of its Significant Subsidiaries involving in the aggregate
     a liability (not paid when due or covered by insurance) of $100,000,000
     or more and all such judgments or decrees shall not have been vacated,
     discharged, stayed or bonded pending appeal within 30 days from the entry
     thereof; or

          (g) (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving
     any Plan, (ii) any


                                     -43-
<PAGE>

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

          (h) Either (i) a "person" or a "group" (within the meaning of
     Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
     becomes the "beneficial owner" (as defined in Rule 13d-3 under the
     Securities Exchange Act of 1934) of more than 25% of the then outstanding
     voting stock of the Company or (ii) a majority of the Board of Directors
     of the Company shall consist of individuals who are not Continuing
     Directors; "Continuing Director" means, as of any date of determination,
     (i) an individual who on the date two years prior to such determination
     date was a member of the Company's Board of Directors and (ii) any new
     Director whose nomination for election by the Company's shareholders was
     approved by a vote of at least 75% of the Directors then still in office
     who either were Directors on the date two years prior to such
     determination date or whose nomination for election was previously so
     approved;

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (e) above in respect of the
Company, automatically the Commitments shall immediately terminate and the
Loans (with accrued interest thereon), and all other amounts owing under this
Agreement shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the request of the Majority Lenders, the Administrative Agent
shall, by notice to the Company declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii)
with the consent of the Majority Lenders, the Administrative Agent may, or
upon the request of the Majority Lenders, the Administrative Agent shall, by
notice of default to the Company, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement to be due and
payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section 6, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

          SECTION 7. THE ADMINISTRATIVE AGENT

          7.1 Appointment. Each Lender hereby irrevocably designates and
appoints JPMCB as the Administrative Agent of such Lender under this
Agreement, and each such


                                     -44-
<PAGE>

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

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

          7.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Company or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
for any failure of the Company to perform its obligations hereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance by the Company of
any of the agreements contained in, or conditions of, this Agreement (other
than the receipt by the Administrative Agent of the documents specified in
subsection 4.1), or to inspect the properties, books or records of the
Company.

          7.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Loan as the owner thereof for all purposes unless (a) a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent and (b) the Administrative Agent shall
have received the written agreement of such assignee to be bound hereby as
fully and to the same extent as if such assignee were an original Lender party
hereto, in each case in form satisfactory to the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement unless it shall first receive such advice or
concurrence of the Majority Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of


                                     -45-
<PAGE>

taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement in accordance with a request of the Majority Lenders, and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Loans.

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

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

          7.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to their
respective Commitment Percentages in effect on the date on which
indemnification is sought under this subsection, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Loans) be imposed on, incurred by or asserted against the


                                     -46-
<PAGE>

Administrative Agent in any way relating to or arising out of this Agreement
or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or willful misconduct. The agreements
in this subsection shall survive the termination of this Agreement and payment
of the Loans and all other amounts payable hereunder.

          7.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Company as though
the Administrative Agent were not the Administrative Agent hereunder. With
respect to its Loans made or renewed by it, the Administrative Agent shall
have the same rights and powers under this Agreement as any Lender and may
exercise the same as though it were not the Administrative Agent, and the
terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

          7.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 15 days' notice to the Company and the
Lenders. If the Administrative Agent shall resign as Administrative Agent
under this Agreement, then the Majority Lenders shall appoint from among the
Lenders a successor Administrative Agent for the Lenders, which successor
shall be approved by the Company, whereupon such successor shall succeed to
the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement. After any retiring Administrative Agent's
resignation as Administrative Agent, the provisions of this subsection shall
inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

          SECTION 8. MISCELLANEOUS

          8.1 Amendments and Waivers. Neither this Agreement nor any terms
hereof may be amended, supplemented or modified except in accordance with the
provisions of this subsection. The Majority Lenders may, or, with the written
consent of the Majority Lenders, the Administrative Agent may, from time to
time, (a) enter into with the Company written amendments, supplements or
modifications hereto for the purpose of adding any provisions to this
Agreement or changing in any manner the rights of the Lenders or of the
Company hereunder or (b) waive, on such terms and conditions as the Majority
Lenders or the Administrative Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or any Default or Event
of Default and its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan, or reduce the stated rate
of any interest or fee payable hereunder (other than interest at the increased
post-default rate) or extend the scheduled date of any payment thereof or
increase the amount or extend the expiration date of any Lender's Commitment,
in each case without the consent of each Lender directly affected thereby, or
(ii) amend, modify or waive any provision of this subsection or reduce the
percentage specified in


                                     -47-
<PAGE>

the definition of Majority Lenders, or consent to the assignment or transfer
by the Company of any of its rights and obligations under this Agreement, in
each case without the written consent of all the Lenders, or (iii) amend,
modify or waive any provision of Section 7 without the written consent of the
then Administrative Agent. Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and shall be
binding upon the Company, the Lenders and the Administrative Agent. In the
case of any waiver, the Company, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Loans, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right
consequent thereon.

          8.2 Notices. Except as otherwise provided in Section 2, all notices,
requests and demands to or upon the respective parties hereto to be effective
shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when received
by the respective party to whom sent, addressed as follows in the case of the
Company and the Administrative Agent, and as set forth on Schedule II hereof
in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Loans:

         The Company:               Wyeth
                                    Five Giralda Farms
                                    Madison, New Jersey  07940
                                    Attention:  Vice President and Treasurer
                                    Telecopier:  (973) 660-7174
                                    Telephone:  (973) 660-5402

         with a copy to:            Executive Vice President and General Counsel
                                    Telecopier:  (973) 660-7156
                                    Telephone:  (973) 660-6040

         The Administrative Agent:  JPMorgan Chase Bank
                                    270 Park Avenue
                                    New York, New York  10017
                                    Attention:  Dawn Lee Lum
                                    Telecopier:  (212) 270-3279
                                    Telephone:  (212) 270-2472

                                                and

                                    JPMorgan Chase Bank
                                    One Chase Manhattan Plaza, 8th Floor
                                    New York, New York  10081
                                    Attention:  Janet Belden
                                    Telecopier:  (212) 270-5658
                                    Telephone:  (212) 552-7277


                                     -48-
<PAGE>

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

          8.4 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the Loans and the making of the
Loans, provided that all such representations and warranties shall terminate
on the date upon which the Commitments have been terminated and all amounts
owing hereunder and under any Loans have been paid in full.

          8.5 Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation,
printing and execution of, and any amendment, supplement or modification to,
this Agreement and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, together with the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
each Lender and the Administrative Agent for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights
under this Agreement and any such other documents, including, without
limitation, the fees and disbursements of a single counsel to the
Administrative Agent and to the several Lenders (or, to the extent that such
counsel determines that the interests of the Administrative Agent and the
Lenders materially differ, or that such representation would reasonably be
expected to be unadvisable from any party's point of view, a single counsel to
the Administrative Agent and a single counsel to the several Lenders), and (c)
on demand, to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to
be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement and any such other documents, and (d) to pay,
indemnify, and hold each Lender and the Administrative Agent (each an
"indemnified party") harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement and any such other documents and the use, or proposed use, of
proceeds of the Loans (all the foregoing, collectively, the "indemnified
liabilities"); provided, however, that the Company shall have no obligation
hereunder to any indemnified party with respect to indemnified liabilities
arising from (i) the gross negligence or willful misconduct of such
indemnified party, (ii) legal proceedings commenced against such indemnified
party by any security holder or creditor thereof arising out of and based upon
rights afforded such security holder or creditor solely in its capacity as
such or (iii) legal proceedings commenced against any


                                     -49-
<PAGE>

Lender by any other Lender or the Administrative Agent. The agreements in this
subsection shall survive repayment of the Loans and all other amounts payable
hereunder.

          8.6 Successors and Assigns; Participations; Purchasing Lenders. (a)
This Agreement shall be binding upon and inure to the benefit of the Company,
the Lenders, the Administrative Agent and their respective successors and
assigns, except that the Company may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

          (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or
more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Commitment of such Lender, or any other
interest of such Lender hereunder. In the event of any such sale by a Lender
of participating interests to a Participant, such Lender's obligations under
this Agreement to the other parties to this Agreement shall remain unchanged,
such Lender shall remain solely responsible for the performance thereof and
the Company and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. No Lender shall transfer or grant any
participation under which the Participant shall have rights to approve any
amendment to or waiver of this Agreement except to the extent such amendment
or waiver would (i) extend the scheduled maturity of any Loan in which such
Participant is participating, or reduce the stated rate or extend the time of
payment of interest or Facility Fees thereon (except in connection with a
waiver of interest at the increased post-default rate) or reduce the principal
amount thereof, or increase the amount of the Participant's participation over
the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be
permitted without consent of any Participant if the Participant's
participation is not increased as a result thereof) or (ii) consent to the
assignment or transfer by the Company of any of its rights and obligations
under this Agreement. In the case of any such participation, the Participant
shall not have any rights under this Agreement (the Participant's rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the Participant relating
thereto) and all amounts payable by the Company hereunder shall be determined
as if such Lender had not sold such participation, provided that each
Participant shall be entitled to the benefits of subsections 2.15, 2.16 and
8.5 with respect to its participation in the Commitments and the Loans
outstanding from time to time; provided that no Participant shall be entitled
to receive any greater amount pursuant to such subsections than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

          (c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell, pursuant to
a Commitment Transfer Supplement, to (i) any Lender or any affiliate thereof
all or any part of its rights and obligations under this Agreement, and (ii)
with the consent of the Administrative Agent and, so long as no Default or
Event of Default under Section 6(a) or (e) is then in existence, the Company
(in each case, which consent shall not be unreasonably withheld or delayed),
to one or more additional banks or financial institutions ("Purchasing
Lenders"), all or any part of its rights and obligations under this Agreement,
in the case of the aforementioned clause (ii), in


                                     -50-
<PAGE>

minimum amounts of $25,000,000 (or, if less, the entire amount of such
Lender's obligations) so long as, in the case of each of the aforementioned
clauses (i) and (ii) hereof, after giving effect thereto, the remaining
Commitment of such selling Lender, shall not be less than $25,000,000, unless
such selling Lender has not retained any Commitment hereunder, and a
Commitment Transfer Supplement has been executed by such Purchasing Lender,
such transferor Lender (and, in the case of a Purchasing Lender that is not
then a Lender or an affiliate thereof, by the Company and the Administrative
Agent), and delivered to the Administrative Agent for its acceptance and
recording in the Register. Upon such execution, delivery, acceptance and
recording, from and after the Transfer Effective Date specified in such
Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be
a party hereto and, to the extent provided in such Commitment Transfer
Supplement, have the rights and obligations of a Lender hereunder with a
Commitment as set forth therein, and (y) the transferor Lender thereunder
shall, to the extent provided in such Commitment Transfer Supplement, be
released from its obligations under this Agreement (and, in the case of a
Commitment Transfer Supplement covering all or the remaining portion of a
transferor Lender's rights and obligations under this Agreement, such
transferor Lender shall cease to be a party hereto). Such Commitment Transfer
Supplement shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Lender and
the resulting adjustment of Commitment Percentages arising from the purchase
by such Purchasing Lender of all or a portion of the rights and obligations of
such transferor Lender under this Agreement.

          (d) The Administrative Agent shall maintain at its address referred
to in subsection 8.2 a copy of each Commitment Transfer Supplement delivered
to it and a register (the "Register") for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register
shall be conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

          (e) Upon its receipt of a Commitment Transfer Supplement executed by
a transferor Lender and a Purchasing Lender (and, in the case of a Purchasing
Lender that is not then a Lender or an affiliate thereof, by the Company and
the Administrative Agent) together with payment to the Administrative Agent
(by the transferor Lender or the Purchasing Lender, as agreed between them) of
a registration and processing fee of $3,500 for each Purchasing Lender listed
in such Commitment Transfer Supplement, the Administrative Agent shall (i)
accept such Commitment Transfer Supplement, (ii) record the information
contained therein in the Register and (iii) give prompt notice of such
acceptance and recordation to the Lenders and the Company.

          (f) The Company authorizes each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Company and its Affiliates which has been delivered to such
Lender by or on behalf of the Company pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Company in connection
with such Lender's credit evaluation of the Company and its Affiliates prior
to becoming a party to this Agreement; in each case subject to subsection
8.14.

                                     -51-
<PAGE>

          (g) At the time of each assignment pursuant to this subsection 8.6
to a Person which is not already a Lender hereunder and which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
Federal income tax purposes, the respective assignee Lender shall provide to
the Company and the Administrative Agent the appropriate Internal Revenue
Service Forms (and, if applicable, a 2.17 Certificate) described in subsection
2.17.

          (h) Nothing herein shall prohibit any Lender from pledging or
assigning any of its rights under this Agreement (including, without
limitation, any right to payment of principal and interest under any Loan) to
any Federal Reserve Bank in accordance with applicable laws.

          8.7 Adjustments; Set-off. (a) Each Lender agrees that if any Lender
(a "benefited Lender") shall at any time receive any payment of all or part of
its Committed Rate Loans, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in clause (e) of Section 6, or
otherwise) in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's
Committed Rate Loans, or interest thereon (except as expressly provided in
subsection 2.18), such benefited Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender's
Committed Rate Loan, or shall provide such other Lenders with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefited Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such benefited Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest. The Company agrees that each Lender so purchasing a portion
of another Lender's Committed Rate Loan may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such
portion as fully as if such Lender were the direct holder of such portion.

          (b) In addition to any rights and remedies of the Lenders provided
by law (including, without limitation, other rights of set-off), each Lender
shall have the right, without prior notice to the Company, any such notice
being expressly waived by the Company to the extent permitted by applicable
law, upon the occurrence of any Event of Default, to setoff and appropriate
and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the
Company, or any part thereof in such amounts as such Lender may elect, against
and on account of the obligations and liabilities of the Company to such
Lender hereunder and claims of every nature and description of such Lender
against the Company, in any currency, whether arising hereunder, under the
Loans or under any documents contemplated by or referred to herein or therein,
as such Lender may elect, whether or not such Lender has made any demand for
payment and although such obligations, liabilities and claims may be
contingent or unmatured. The aforesaid right of set-off may be exercised by
such Lender against the Company or against any trustee in bankruptcy, debtor
in possession, assignee for the benefit of creditors, receiver or execution,
judgment or attachment creditor of the Company, or against anyone else
claiming


                                     -52-
<PAGE>

through or against the Company or any such trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by such Lender prior to the occurrence
of any Event of Default. Each Lender agrees promptly to notify the Company and
the Administrative Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application.

          8.8 Table of Contents and Section Headings. The table of contents
and the Section and subsection headings herein are intended for convenience
only and shall be ignored in construing this Agreement.

          8.9 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Administrative Agent.

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

          8.11 Integration. This Agreement represents the agreement of the
Company, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent, the Company or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein.

          8.12 Governing Law. This Agreement and the rights and obligations of
the parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

          8.13 Consent to Jurisdiction and Service of Process. All judicial
proceedings brought against the Company with respect to this Agreement may be
brought in any state or federal court of competent jurisdiction in the State
of New York, and, by execution and delivery of this Agreement, the Company
accepts, for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts and
irrevocably agrees to be bound by any final judgment rendered thereby in
connection with this Agreement from which no appeal has been taken or is
available. The Company irrevocably agrees that all process in any such
proceedings in any such court may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail),
postage prepaid, to it at its address set forth in subsection 8.2 or at such
other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Company to be
effective and binding service in every respect. Each of the Company, the
Administrative Agent and the Lenders irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based
on the grounds of forum


                                     -53-
<PAGE>

non conveniens which it may now or hereafter have to the bringing of any such
action or proceeding in any such jurisdiction. Nothing herein shall affect the
right to serve process in any other manner permitted by law or shall limit the
right of any Lender to bring proceedings against the Company in the court of
any other jurisdiction.

          8.14 Confidentiality. Each of the Lenders agrees that it will use
its best efforts not to disclose without the prior consent of the Company
(other than to its employees, auditors or counsel or to another Lender or to
any affiliate of a Lender which is a prospective or actual Transferee) any
information with respect to the Company and its Subsidiaries which is
furnished pursuant to this Agreement or any documents contemplated by or
referred to herein or therein and which is designated by the Company to the
Lenders in writing as confidential, except that any Lender may disclose any
such information (a) as has become generally available to the public other
than by a breach of this subsection 8.14, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or federal regulatory body having or claiming to have jurisdiction over
such Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena or any law, order, regulation or ruling
applicable to such Lender, or (d) to any prospective Participant or assignee
in connection with any contemplated transfer pursuant to subsection 8.6,
provided that such prospective transferee shall have been made aware of this
subsection 8.14 and shall have agreed to be bound by its provisions as if it
were a party to this Agreement.

          8.15 Acknowledgments. The Company hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of the Agreement;

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

          (c) no joint venture exists among the Lenders with respect to this
     Agreement or among the Company and the Lenders.

          8.16 Waivers Of Jury Trial. The Company, the Administrative Agent
and the Lenders hereby irrevocably and unconditionally waive trial by jury in
any legal action or proceeding relating to this Agreement and for any
counterclaim therein.


                                     -54-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in New York, New York by its proper and duly
authorized officers as of the day and year first above written.



                         WYETH


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


                         JPMORGAN CHASE BANK,
                         Individually and as Administrative Agent


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


                         CITIBANK, N.A., Individually and as Syndication Agent


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