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                                                                   EXHIBIT 10(a)


                      CREDIT AGREEMENT dated as of September 16, 1996 among
UNITED STATES SURGICAL CORPORATION, the LENDERS party hereto, THE BANK OF NEW
YORK, as Administrative Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Documentation Agent.

           WHEREAS, the Company is party to an Existing Credit Agreement under
which it may borrow Dollars, Dollar equivalent amounts and/or obtain letters of
credit in an aggregate outstanding principal and/or face amount not to exceed
$325,000,000;

           WHEREAS, the Company wishes to obtain additional term loan financing
of up to $175,000,000 in order to finance its acquisition of Circon pursuant to
the terms of the Tender Offer; and

           WHEREAS, the Lenders party hereto are willing to provide such
additional financing on the terms and conditions set forth herein;

                      The parties hereto agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

                      SECTION 1.1. Definitions. The following terms, as used
herein, have the following meanings:

                      "Acquisition" means the acquisition of Circon by the
Purchaser as described in the Tender Offer Documents.

                      "Adjusted CD Rate" has the meaning set forth in Section
2.5(b).

                      "Adjusted London Interbank Offered Rate" has the meaning
set forth in Section 2.5(c).

                      "Administrative Agent" means BNY, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                      "Administrative Questionnaire" means, with respect to each
Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy to
the Company) duly completed by such Lender.
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                      "Affiliate" means (i) any Person that directly, or
indirectly through one or more intermediaries, controls the Company (a
"Controlling Person") or (ii) any Person which is controlled by or is under
common control with a Controlling Person; provided that the term "Affiliate"
shall not include (i) the Company, (ii) any Subsidiary or (iii) any Person in
which the Company or a Subsidiary owns an equity interest if none of the other
equity interests in such Person are owned directly or indirectly by an
Affiliate. As used herein, the term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

                      "Agent" means the Administrative Agent or the
Documentation Agent, as the context may require, and "Agents" means both of the
foregoing.

                      "Applicable Lending Office" means, with respect to any
Lender, (i) in the case of its Domestic Loans, its Domestic Lending Office and
(ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

                      "Arrangers" means J.P. Morgan Securities, Inc., in its
capacity as Lead Arranger of the credit facility provided hereunder, and BA
Securities, Inc., NationsBanc Capital Markets, Inc. and The Bank of New York, in
their respective capacities as Co-Arrangers of the credit facility provided
hereunder.

                      "Assessment Rate" has the meaning set forth in Section
2.5(b).

                      "Asset Sale" means any sale of any asset by the Company or
any Subsidiary, excluding (i) sales of inventory and used, surplus or worn out
equipment in the ordinary course of business and (ii) sales of accounts and
notes receivable pursuant to a Permitted Asset Securitization.

                      "Assignee" has the meaning set forth in Section 9.6(c).

                      "Bank of America" means Bank of America National Trust and
Savings Association.

                      "BNY" means The Bank of New York.

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

                      "Base Rate Loan" means (i) a Loan which bears interest at
the Base Rate pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate




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Election or the provisions of Article 8 or (ii) an overdue amount which was a
Base Rate Loan immediately before it became overdue.

                      "Benefit Arrangement" means at any time an employee
benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or
a Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

                      "Borrowing" means a borrowing pursuant to Article 2
consisting of Loans which are made on the same day, are of the same type
(subject to Article 8) and, except in the case of Base Rate Loans, have the same
initial Interest Period. A Borrowing is a "Domestic Borrowing" if such Loans are
Domestic Loans or a "Euro-Dollar Borrowing" if such Loans are Euro-Dollar Loans.
A Domestic Borrowing is a "CD Borrowing" if such Domestic Loans are CD Loans or
a "Base Rate Borrowing" if such Domestic Loans are Base Rate Loans.

                      "CD Base Rate" has the meaning set forth in Section
2.5(b).

                      "CD Loan" means (i) a Loan which bears interest at a CD
Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or (ii) an overdue amount which was a CD Loan immediately before it
became overdue.

                      "CD Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

                      "CD Rate" means a rate of interest determined pursuant to
Section 2.5(b) on the basis of an Adjusted CD Rate.

                      "CD Reference Banks" means Bank of America, Morgan,
NationsBank and BNY.

                      "Circon" means Circon Corporation, a Delaware corporation.

                      "Closing Date" means the date on or after the Effective
Date on which all the conditions specified in or pursuant to Section 3.1 shall
have been satisfied.

                      "Commitment" means, with respect to each Lender, the
amount set forth opposite the name of such Lender on the signature pages hereof
(or, in the case of an Assignee, the portion of the transferor Lender's
Commitment assigned to such Assignee pursuant to Section 9.6(c)), as such amount
may be reduced from time to time pursuant to Section 2.8 or 2.13 or changed as a
result of an assignment.

                      "Common Stock Dividend" means any dividend or other
distribution on any shares of the Company's common stock (except dividends




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payable solely in shares of its common stock and dividends consisting solely of
rights to acquire shares of its common stock).

                      "Common Stock Payment" means any payment on account of the
purchase, redemption, retirement or acquisition of (i) any shares of the
Company's common stock or (ii) any option, warrant or other right to acquire
shares of the Company's common stock; provided that, if pursuant to the
Company's stock option plans, an optionee surrenders shares of the Company's
common stock in payment of the exercise price of options then being exercised by
such optionee, the acquisition by the Company of the shares so surrendered shall
not constitute a "Common Stock Payment".

                      "Company" means United States Surgical Corporation, a
Delaware corporation, and its successors.

                      "Company's 1995 Form 10-K" means the Company's annual
report on Form 10-K for 1995, as filed with the SEC pursuant to the Exchange
Act.

                      "Company's Latest Form 10-Q" means the Company's quarterly
report on Form 10-Q for the quarter ended June 30, 1996, as filed with the SEC
pursuant to the Exchange Act.

                      "Consolidated Capital Expenditures" means, for any period,
the gross amount of all additions to property, plant and equipment of the
Company and its Consolidated Subsidiaries for such period; provided that, if the
Company acquires a going concern business, "Consolidated Capital Expenditures"
shall not include (i) the book value of the property, plant and equipment of
such business immediately before such acquisition or (ii) the amount by which
such property, plant and equipment are written up in connection with such
acquisition, except to the extent (if any) that the amounts referred to in the
foregoing clauses (i) and (ii) are attributable to expenditures made in
contemplation of such acquisition.

                      "Consolidated Debt" means at any date the sum of all Debt
of the Company and its Consolidated Subsidiaries, determined on a consolidated
basis as of such date.

                      "Consolidated EBITDA" means, for any period, the sum of
(i) the consolidated net income of the Company and its Consolidated Subsidiaries
for such period (excluding any extraordinary income or extraordinary charges)
plus (ii) to the extent deducted in determining such consolidated net income,
the sum of:

                      (A) Consolidated Net Interest Expense;

                      (B) income taxes;




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                      (C) depreciation, amortization and write-offs of assets
         theretofore being depreciated or amortized (or the creation or increase
         of reserves against such assets);

                      (D) the cost of settling any or all of the lawsuits
         referred to under the caption "Legal Proceedings" in the Company's 1995
         Form 10-K or the Company's Latest Form 10-Q, provided that the
         aggregate amount added pursuant to this clause (D) with respect to all
         Fiscal Quarters ending after September 30, 1995 shall not exceed
         $25,000,000;

                      (E) non-cash charges related to real estate subject to the
         U.I.S. Financing Documents, provided that the aggregate amount added
         pursuant to this clause (E) with respect to all Fiscal Quarters ending
         after September 30, 1995 shall not exceed $35,000,000;

                      (F) the amount of purchased research and development
         expensed and the reduction in gross profits attributable to the
         write-up of inventory, in each case as recognized in connection with
         purchase accounting for the Acquisition; and

                      (G) the amount of purchased research and development
         expensed and the reduction in gross profits attributable to the
         write-up of inventory, in each case as recognized in connection with
         purchase accounting for one or more acquisitions of a going-concern
         business (other than the Acquisition); provided that the aggregate
         amount added pursuant to this clause (G) with respect to all Fiscal
         Quarters ending after June 30, 1996 shall not exceed $30,000,000.

                      "Consolidated Net Interest Expense" means, for any period,
the interest expense (net of interest income) of the Company and its
Consolidated Subsidiaries determined on a consolidated basis for such period.

                      "Consolidated Net Rent Expense" means, for any period, the
rent expense of the Company and its Consolidated Subsidiaries under operating
leases for such period, net of rental income for such period, determined on a
consolidated basis.

                      "Consolidated Net Worth" means at any date the
consolidated stockholders' equity of the Company and its Consolidated
Subsidiaries at such date minus, to the extent reflected therein, all Intangible
Assets (other than patents, patent applications pending and patent licenses)
acquired after September 30, 1992.

                      "Consolidated Subsidiary" means at any date any Subsidiary
or other entity the accounts of which would be consolidated with those of the
Company in its consolidated financial statements if such statements were
prepared as of such date.




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                      "Consolidated Total Capital" means at any date
Consolidated Debt plus Consolidated Net Worth at such date.

                      "Credit Exposure" means, with respect to any Lender at any
time, an amount equal to the sum of (i) the unused amount of its Commitment (if
any) at such time and (ii) the aggregate principal amount then outstanding of
all Loans evidenced by the Note held by it.

                      "Debt" of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person as lessee which are
(or are required to be) capitalized in accordance with generally accepted
accounting principles, (iv) all guarantees and endorsements (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) by such Person of the Debt of other Persons and all
letters of credit issued on the responsibility of such Person to support the
Debt of other Persons, (v) in the case of the Company, the obligations evidenced
by the North Haven Notes and (vi) with respect to obligations of such Person as
lessee under any operating lease (except the North Haven Lease) under which the
aggregate rental payments over the term of such lease exceed $15,000,000, the
lesser of (x) the remaining unpaid rental payments due during the term of such
lease or (y) six times the rental payments due under such lease during the next
year. In calculating the amount of any Person's Debt for purposes hereof, the
amount of any guarantee, endorsement or letter of credit referred to in clause
(iv) of this definition shall be deemed to be the amount of the Debt of another
Person guaranteed, endorsed or otherwise supported thereby.

                      "Default" means any condition or event which constitutes
an Event of Default or which with the giving of notice (under this Agreement or
under an agreement relating to Material Debt), lapse of time and/or the making
of a determination by the Required Lenders would, unless cured or waived, become
an Event of Default.

                      "Derivatives Obligations" of any Person means all
obligations of such Person in respect of any rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the
foregoing transactions.

                      "Documentation Agent" means Morgan, in its capacity as
Documentation Agent hereunder, and its successors in such capacity.




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

                      "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City are authorized or
required by law to close.

                      "Domestic Lending Office" means, as to each Lender, its
office located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Lender may hereafter designate as its Domestic
Lending Office by notice to the Company and the Administrative Agent; provided
that any Lender may so designate separate Domestic Lending Offices for its Base
Rate Loans, on the one hand, and its CD Loans, on the other hand, in which case
all references herein to the Domestic Lending Office of such Lender shall be
deemed to refer to either or both of such offices, as the context may require.

                      "Domestic Loans" means CD Loans or Base Rate Loans or
both.

                      "Domestic Reserve Percentage" has the meaning set forth in
Section 2.5(b).

                      "Eastern Time" means eastern standard time or eastern
daylight time, as appropriate.

                      "Effective Date" means the date this Agreement becomes
effective in accordance with Section 9.10.

                      "Environmental Laws" means any and all federal, state,
local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements and other governmental restrictions
relating to the environment, the effect of the environment on human health or to
emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

                      "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, or any successor statute.

                      "ERISA Group" means the Company, any Subsidiary and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Company or




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any Subsidiary, are treated as a single employer under Section 414 of the
Internal Revenue Code.

                      "Euro-Dollar Business Day" means any Domestic Business Day
on which commercial banks are open for international business (including
dealings in dollar deposits) in London.

                      "Euro-Dollar Lending Office" means, as to each Lender, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Lender as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Company and the Administrative Agent.

                      "Euro-Dollar Loan" means (i) a Loan which bears interest
at a Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice
of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan
immediately before it became overdue.

                      "Euro-Dollar Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

                      "Euro-Dollar Rate" means a rate of interest determined
pursuant to Section 2.5(c) on the basis of an Adjusted London Interbank Offered
Rate.

                      "Euro-Dollar Reference Banks" means the principal London
offices of Bank of America, Morgan, NationsBank and BNY.

                      "Euro-Dollar Reserve Percentage" has the meaning set forth
in Section 2.5(c).

                      "Event of Default" has the meaning set forth in Section
6.1.

                      "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.

                      "Existing Credit Agreement" means the Credit Agreement
dated as of December 20, 1995 among the Company, the Eligible Subsidiaries
referred to therein, the various financial institutions parties thereto and the
various agents parties thereto, as such agreement may be amended from time to
time.

                      "Facility Fee Rate" means a rate per annum determined in
accordance with the Pricing Schedule.




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                      "Federal Funds Rate" means, for any day, the rate per
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Domestic Business Day as so published on
the next succeeding Domestic Business Day, and (ii) if no such rate is so
published on such next succeeding Domestic Business Day, the Federal Funds Rate
for such day shall be the average rate quoted to BNY on such day on such
transactions as determined by the Administrative Agent.

                      "Final Maturity Date" means January 5, 2001 (or, if such
date is not a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business
Day).

                      "Fiscal Quarter" means a fiscal quarter of the Company.

                      "Fiscal Year" means a fiscal year of the Company.

                      "Fixed Rate Borrowing" means a CD Borrowing or a
Euro-Dollar Borrowing.

                      "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
both.

                      "GAAP" means at any time generally accepted accounting
principles as then in effect in the United States, applied on a basis consistent
(except for changes with which the Company's independent public accountants have
concurred) with the most recent audited consolidated financial statements of the
Company and its Consolidated Subsidiaries theretofore delivered to the Lenders.

                      "Group of Loans" or "Group" means at any time a group of
Loans consisting of (i) all Loans which are Base Rate Loans at such time, (ii)
all Euro-Dollar Loans having the same Interest Period at such time or (iii) all
CD Loans having the same Interest Period at such time, provided that, if a Loan
of any particular Lender is converted to or made as a Base Rate Loan pursuant to
Article 8, such Loan shall be included in the same Group or Groups of Loans from
time to time as it would have been in if it had not been so converted or made.

                      "Guarantee" by any Person means, for purposes of Sections
5.16 and 5.18 only, any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or




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services, to take-or-pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for the purpose of assuring in any other manner
the obligee of such Debt of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include the North Haven Lease. The term "Guarantee" used as
a verb has a corresponding meaning.

                      "Hazardous Substances" means any toxic, radioactive,
caustic or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

                      "Indemnitee" has the meaning set forth in Section 9.3(b).

                      "Intangible Assets" means goodwill, patents, patent
applications pending, patent licenses, trade names, trademarks, copyrights,
franchises, experimental expense, organization expense, unamortized debt
discount and expense, deferred assets (other than prepaid insurance, prepaid
rent in respect of the North Haven Lease and prepaid or deferred taxes), the
excess of cost of shares acquired over book value of related assets and such
other assets as are properly classified as "intangible assets" in accordance
with GAAP.

                      "Intercompany Debt" means (i) Debt owed by the Company to
any Subsidiary or (ii) Debt owed by any Subsidiary to the Company or to another
Subsidiary.

                      "Interest Period" means: (1) with respect to each
Euro-Dollar Loan, a period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or on the date specified in the applicable Notice
of Interest Rate Election and ending one, two, three or six months thereafter,
as the Company may elect in the applicable notice; provided that:

                      (a) any Interest Period which would otherwise end on a day
           which is not a Euro-Dollar Business Day shall be extended to the next
           succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
           Day falls in another calendar month, in which case such Interest
           Period shall end on the next preceding Euro-Dollar Business Day;

                      (b) any Interest Period which begins on the last
           Euro-Dollar 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, subject to clause (c) below,
           end on the last Euro-Dollar Business Day of a calendar month; and




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                      (c) any Interest Period which would otherwise end after
           the Final Maturity Date shall end on the Final Maturity Date.

                      (2) with respect to each CD Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing or on the
date specified in the applicable Notice of Interest Rate Election and ending 30,
60, 90 or 180 days thereafter, as the Company may elect in the applicable
notice; provided that:

                      (a) any Interest Period (except an Interest Period
           determined pursuant to clause (b) below) which would otherwise end on
           a day which is not a Euro-Dollar Business Day shall be extended to
           the next succeeding Euro-Dollar Business Day; and

                      (b) any Interest Period which would otherwise end after
           the Final Maturity Date shall end on the Final Maturity Date.

                      "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended from time to time, or any successor statute.

                      "Investment" means any investment in any Person, whether
made by means of share purchase, capital contribution, loan, time deposit,
contribution of assets, assumption of liabilities or otherwise.

                      "Investment Grade Status" exists at any date if the
Company's outstanding senior unsecured long-term debt securities (without any
third-party credit enhancement) are rated BBB- or higher by S&P and Baa3 or
higher by Moody's on such date; provided that, if the Company has no senior
unsecured long-term debt securities outstanding at such date, such ratings may
be established by letters from each of S&P and Moody's until either (i) the
Company shall have received notice from either S&P or Moody's that its letter
rating has been lowered below BBB- or Baa3, as the case may be, or withdrawn or
(ii) either S&P or Moody's shall have refused to affirm its letter rating when
asked to do so by the Administrative Agent (at the request of any Lender).

                      "Lender" means each bank or other financial institution
listed on the signature pages hereof, each Assignee which becomes a Lender
pursuant to Section 9.6(c), and their respective successors.

                      "Lien" means, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind, or any other
type of preferential arrangement that has the practical effect of creating a
security interest, in respect of such asset. For the purposes of this Agreement,
the Company or any Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale




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agreement, capital lease or other title retention agreement relating to such
asset.

                      "Loan" means a loan made by a Bank to the Company pursuant
to Section 2.01; provided that if any loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate Election, the term
"Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

                      "London Interbank Offered Rate" has the meaning set forth
in Section 2.5(c).

                      "Material Debt" means (i) the North Haven Notes and (ii)
any other Debt (except the Loans) of the Company and/or one or more
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate outstanding principal amount exceeding $10,000,000.

                      "Material Financial Obligations" means a principal or face
amount of Debt and/or payment obligations in respect of Derivatives Obligations
of the Company and/or one or more Subsidiaries, arising in one or more related
or unrelated transactions, exceeding in the aggregate $10,000,000.

                      "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $10,000,000.

                      "Merger" means a merger of Circon into the Purchaser or of
the Purchaser into Circon as contemplated by the Tender Offer Documents.

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

                      "Morgan" means Morgan Guaranty Trust Company of New York.

                      "Multiemployer Plan" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                      "NationsBank" means NationsBank, N.A..

                      "North Haven Financing Documents" means (i) the
Participation Agreement dated of January 14, 1993 among the Company (as lessee),
Baker Properties Limited Partnership (as owner participant), the note purchasers
listed




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therein, State Street Bank and Trust Company of Connecticut, National
Association (Owner Trustee) and Norwest Bank Minnesota, National Association
(successor Indenture Trustee) and (ii) each of the "Operative Documents"
referred to therein, in each case as in effect from time to time.

                      "North Haven Lease" means the Lease Agreement dated as of
January 14, 1993 between State Street Bank and Trust Company of Connecticut,
National Association (Owner Trustee), as lessor, and the Company, as lessee, as
in effect from time to time.

                      "North Haven Notes" means the notes outstanding from time
to time under the Trust Indenture, Assignment of Leases, Open-End Mortgage and
Security Agreement dated as of January 14, 1993 between State Street Bank and
Trust Company of Connecticut, National Association (Owner Trustee) and Norwest
Bank Minnesota, National Association (successor Indenture Trustee), as in effect
from time to time.

                      "Notes" means promissory notes of the Company,
substantially in the form of Exhibit A hereto, evidencing the obligation of the
Company to repay the Loans, and "Note" means any one of such promissory notes
issued hereunder.

                      "Notice of Borrowing" has the meaning set forth in Section
2.2.

                      "Notice of Interest Rate Election" has the meaning set
forth in Section 2.6.

                      "Other Existing Debt Documents" means the North Haven
Financing Documents and the U.I.S. Financing Documents.

                      "Other Scheduled Debt Payments" means, for any period, the
aggregate amount (without duplication) of (a) all scheduled repayments of
principal (including the principal component of scheduled payments of rent under
capital leases) required to be made by the Company and its Consolidated
Subsidiaries during such period with respect to Debt of the types described in
clauses (i), (ii) and (iii) of the definition of "Debt" and (b) all scheduled
payments of principal and interest required to be made in cash with respect to
the North Haven Notes during such period (but only to the extent that such
scheduled payments exceed the amount included in Consolidated Net Rent Expense
for such period in respect thereof), but excluding payments in respect of the
North Haven Notes that result from payments of contingent rent under the North
Haven Lease.

                      "Parent" means, with respect to any Lender, any Person
controlling such Lender.




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                      "Participant" has the meaning set forth in Section 9.6(b).

                      "PBGC" means the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.

                      "Permitted Asset Securitization" means a sale or other
disposition by the Company of its accounts and notes receivable in a transaction
permitted by Section 5.14(c).

                      "Permitted Temporary Cash Investment" means any Investment
in:

                        (i) direct obligations of the United States or any 
         agency thereof, or obligations guaranteed by the United States or any
         agency thereof,

                       (ii) direct obligations of the Commonwealth of Puerto
         Rico or any agency thereof or any authority organized under the laws
         thereof, provided in each case that such obligation is, at the time of
         acquisition thereof, rated BBB+ or better by S&P or Baa1 or better by
         Moody's,

                      (iii) commercial paper rated, at the time of acquisition 
         thereof, at least A-1 by S&P and P-1 by Moody's,

                       (iv) time deposits with, including certificates of
         deposit issued by, any office located in the United States of any
         Eligible Bank,

                        (v) repurchase agreements with respect to securities
         described in clause (i) above entered into with an office located in
         the United States of any Eligible Bank,

                       (vi) time deposits with, including certificates of
         deposit issued by, any office located in Puerto Rico of Banco Popular
         de Puerto Rico, Banco Santander Puerto Rico or any Eligible Bank, or

                      (vii) shares of an investment company with an aggregate
         net asset value of not less than $500,000,000, the investments of which
         are limited to short-term direct obligations of the United States or
         obligations backed by short-term direct obligations of the United
         States,

provided that (x) each such Investment (other than an Investment permitted by
clause (ii) or (vi) above) matures within one year from the date of acquisition
thereof and (y) each Investment permitted by clause (ii) or (vi) above matures
within five years from the date of acquisition thereof. As used in this
definition, the term "Eligible Bank" means any bank or trust company which shall
have a combined capital, surplus and undivided profits of not less than
$100,000,000 and




                                       14
<PAGE>   15
whose long-term certificates of deposit are, at the time of acquisition thereof,
rated A or better by S&P and A or better by Moody's.

                      "Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

                      "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                      "Poison Pill" means, in respect of Circon, any "poison
pill", as such term is customarily used in the securities industry, including,
but not limited to, any issuance, sale, authorization, or proposal to issue,
sell or distribute (i) additional shares of Circon (other than the issuance of
shares under options or warrants prior to the Applicable Date (as defined in the
Tender Offer Documents) in accordance with the terms of such options or warrants
as publicly disclosed prior to the Applicable Date), (ii) shares of any other
class of capital stock of Circon, (iii) other voting securities of Circon or
(iv) any securities convertible into, or rights, warrants or options,
conditional or otherwise, to acquire any of the foregoing.

                      "Preferred Dividends" means, for any period, all dividends
declared by the Company during such period with respect to its preferred stock.

                      "Pricing Level" has the meaning set forth in the Pricing
Schedule.

                      "Pricing Period" has the meaning set forth in the Pricing
Schedule.

                      "Pricing Ratio" has the meaning set forth in the Pricing
Schedule.

                      "Pricing Schedule" means the Pricing Schedule attached
hereto.

                      "Prime Rate" means the rate of interest publicly announced
by BNY in New York City from time to time as its prime commercial lending rate.
The Prime Rate is not necessarily the best or lowest rate of interest offered by
BNY.

                      "Purchaser" means USS Acquisition Corp., a Delaware
corporation wholly owned by the Company.




                                       15
<PAGE>   16
                      "Quarterly Payment Date" means the last Euro-Dollar
Business Day of each March, June, September and December during the period from
the Effective Date to the Final Maturity Date.

                      "Reference Banks" means the CD Reference Banks or the
Euro-Dollar Reference Banks, as the context may require, and "Reference Bank"
means any one of such Reference Banks.

                      "Regulation U" means Regulation U of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

                      "Required Lenders" means at any time Lenders having at
least 60% of the aggregate amount of the Credit Exposures.

                      "Responsible Officer" means the president, the chief
executive officer, the chief operating officer, the chief financial officer, the
treasurer, the general counsel or any other officer of the Company whose
responsibilities include the administration of the transactions contemplated by
this Agreement.

                      "S&P" means Standard & Poor's Ratings Services.

                      "SEC" means the Securities and Exchange Commission.

                      "Subsidiary" means, at any time, any corporation or other
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by the Company.

                      "Substantially Wholly-Owned Consolidated Subsidiary" means
any Consolidated Subsidiary at least 98% of the shares of capital stock or other
ownership interests of which are at the time directly or indirectly owned by the
Company.

                      "Tender Offer" means the offer by the Purchaser to
purchase shares of Circon pursuant to the terms of the Tender Offer Documents.

                      "Tender Offer Documents" means the Offer to Purchase for
Cash All Outstanding Shares of Common Stock of Circon Corp. by USS Acquisition
Corp., a wholly owned subsidiary of United States Surgical Corporation, dated
August 2, 1996, as well as the Letter of Transmittal and other tender offer
materials relating thereto, as such documents may be amended or otherwise
changed from time to time; provided that the conditions to the Purchaser's
obligation to consummate the Tender Offer specified therein shall not have been
amended or changed in any material respect without the consent of the Required
Lenders (which consent shall be deemed to have been given by each Lender with
respect to each amendment or




                                       16
<PAGE>   17
other change unless such Lender shall have notified the Company and the
Documentation Agent that it objects to such amendment or other change within
three Domestic Business Days after it receives a notice describing such
amendment or other change and stating that such Lender will be deemed to consent
thereto unless it objects within three Domestic Business Days).

                      "U.I.S. Financing Documents" means (i) the financing lease
among Union pour le Financement d'Immeubles de Societes (Association for the
Financing of Commercial Buildings or "U.I.S.") and Societe pour le Financement
des Immeubles d'Entreprise FINABAIL (Corporation for the Financing of Commercial
Buildings or "FINABAIL") together, as Lessor, A.S.E. PARTNERS ("ASE"), as
Lessee, and the Company, as Guarantor, governed by the favorable regime
applicable to SICOMIs (Societe Immobilieres pour le Commerce et l'Industrie),
with respect to the DC Building (as defined therein) dated January 4, 1994; (ii)
the financing lease among U.I.S. and FINABAIL together, as Lessor, ASE, as
Lessee, and the Company, as Guarantor, governed by the common-law regime, with
respect to the H.Q. Building (as defined therein) dated January 4, 1994; and
(iii) the side agreement dated January 4, 1994 between FINABAIL, U.I.S., ASE and
the Company, as Guarantor.

                      "Unfunded Liabilities" means, with respect to any Plan at
any time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

                      "United States" means the United States of America,
including the States thereof and the District of Columbia, but excluding its
territories and possessions.

                      SECTION 1.2. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP; provided that, if the Company notifies the Documentation
Agent that the Company wishes to amend any provision of the Pricing Schedule
and/or any covenant in Article 5 to eliminate the effect of any change in GAAP
on the calculation of the Pricing Ratio and/or on the operation of such covenant
(or if the Documentation Agent notifies the Company that the Required Lenders
wish to amend any such provision and/or any such covenant for such purpose),
then the Pricing Ratios shall be calculated and/or the Company's compliance with
such covenant shall be determined on the basis of GAAP as in effect immediately
before the relevant




                                       17
<PAGE>   18
change in GAAP became effective, until either such notice is withdrawn or such
provision and/or covenant is amended in a manner satisfactory to the Company and
the Required Lenders. Subject to the foregoing proviso, the amounts used to
determine the Company's compliance with the financial covenants contained herein
shall be the amounts that are (or will be) set forth or otherwise reflected in
the Company's consolidated financial statements prepared in accordance with
GAAP.


                                    ARTICLE 2

                                   THE CREDITS


                      SECTION 2.1. Commitments to Lend. Each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to lend to the
Company from time to time prior to the Final Maturity Date amounts not to exceed
in the aggregate the amount of its Commitment. Each Borrowing hereunder shall be
in an aggregate principal amount of $5,000,000 or any larger multiple of
$1,000,000 (except that any such Borrowing may be in the aggregate amount of the
unused Commitments) and shall be made from the several Lenders ratably in
proportion to their respective Commitments. The Commitments are not revolving in
nature, and amounts repaid or prepaid may not be reborrowed.

                      SECTION 2.2. Method of Borrowing. (a) The Company shall
give the Administrative Agent notice (a "Notice of Borrowing") not later than
11:00 A.M. (Eastern Time) on (x) the date of each Base Rate Borrowing, (y) the
second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:

                      (i) the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Domestic Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing;

                      (ii) the aggregate amount of such Borrowing;

                      (iii) whether the Loans comprising such Borrowing are to
         bear interest initially at the Base Rate, a CD Rate or a Euro-Dollar
         Rate; and

                      (iv) in the case of a Fixed Rate Borrowing, the duration
         of the initial Interest Period applicable thereto, subject to the
         provisions of the definition of Interest Period.




                                       18
<PAGE>   19
                      (b) Upon receipt of a Notice of Borrowing, the
Administrative Agent shall promptly notify each Lender of the contents thereof
and of such Lender's ratable share of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Company. In the case of a
Base Rate Borrowing, the Administrative Agent shall give such notice to each
Lender as promptly as practicable and in any event not later than 12:30 P.M.
(Eastern Time) on the date of such Base Rate Borrowing.

                      (c) Not later than 2:00 P.M. (Eastern Time) on the date of
each Borrowing, each Lender shall make available its ratable share of such
Borrowing, in Federal or other funds immediately available in New York City, to
the Administrative Agent at its address referred to in Section 9.1. Unless the
Administrative Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Administrative Agent will make the funds
so received from the Lenders available to the Company at the Administrative
Agent's aforesaid address.

                      (d) Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (c) of this Section and the Administrative Agent may,
in reliance upon such assumption, make available to the Company on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such share available to the Administrative Agent, such Lender and the
Company severally agree to repay to the Administrative Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Company until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Company, a rate
per annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section 2.5 and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall repay to the Administrative Agent
such corresponding amount, such amount so repaid shall constitute such Lender's
Loan included in such Borrowing for purposes of this Agreement.

                      SECTION 2.3. Notes. (a) The Loans of each Lender shall be
evidenced by a single Note payable to the order of such Lender for the account
of its Applicable Lending Office in an amount equal to the aggregate unpaid
principal amount of such Lender's Loans.

                      (b) Each Lender may, by notice to the Company and the
Administrative Agent, request that its Loans of a particular type be evidenced
by a separate Note in an amount equal to the aggregate unpaid principal amount
of such Loans. Each such Note shall be in substantially the form of Exhibit A
hereto with




                                       19
<PAGE>   20
appropriate modifications to reflect the fact that it evidences solely Loans of
the relevant type. Each reference in this Agreement to the "Note" of such Lender
shall be deemed to refer to and include any or all of such Notes, as the context
may require.

                      (c) Upon receipt of each Lender's Note pursuant to Section
3.1(a)(i), the Documentation Agent shall forward such Note to such Lender. Each
Lender shall record the date, amount and type of each Loan made by it and the
date and amount of each payment of principal made by the Company with respect
thereto, and may, if such Lender so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of any Lender to make any
such recordation or endorsement shall not affect the obligations of the Company
hereunder or under the Notes. Each Lender is hereby irrevocably authorized by
the Company so to endorse its Note and to attach to and make a part of its Note
a continuation of any such schedule as and when required.

                      SECTION 2.4. Maturity of Loans Each Loan shall mature, and
the principal amount thereof and accrued interest thereon shall be due and
payable, on the Final Maturity Date.

                      SECTION 2.5. Interest Rates. (a) Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day from the
date such Loan is made (or converted to a Base Rate Loan) until it becomes due
(or is converted to a CD Loan or a Euro-Dollar Loan), at a rate per annum equal
to the Base Rate for such day. Such interest shall be payable quarterly in
arrears on each Quarterly Payment Date and, with respect to the principal amount
of any Base Rate Loan converted to a CD Loan or a Euro-Dollar Loan, on the date
such principal amount is so converted. Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day.

                      (b) Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the CD Margin for such day plus
the Adjusted CD Rate applicable to such Interest Period; provided that if any CD
Loan shall, as a result of clause (2)(b) of the definition of Interest Period,
have an Interest Period of less than 30 days, such CD Loan shall bear interest
during such Interest Period at the rate applicable to Base Rate Loans during
such period. Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than 90 days, at intervals of
90 days after the first day thereof. Any overdue principal of or interest on any
CD Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the sum of 2% plus the higher of (i) the Base Rate




                                       20
<PAGE>   21
for such day and (ii) the sum of the CD Margin plus the Adjusted CD Rate
applicable to such CD Loan immediately before such payment was due.

                      The "Adjusted CD Rate" applicable to any Interest Period
means a rate per annum determined pursuant to the following formula:

                           ACDR     =  |     CDBR     |  * +  AR
                                       |   --------   |
                                       |   1.00-DRP   |
                                                      
                           ACDR     =     Adjusted CD Rate
                           CDBR     =     CD Base Rate
                            DRP     =     Domestic Reserve Percentage
                             AR     =     Assessment Rate

                      The "CD Base Rate" applicable to any Interest Period is
the rate of interest determined by the Administrative Agent to be the average
(rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing
rates per annum bid at 10:00 A.M. (Eastern Time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such Interest Period applies and having a maturity comparable to such
Interest Period.

                      "Domestic Reserve Percentage" means 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 (including without
limitation any basic, supplemental or emergency reserves) for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
Dollars in respect of new non-personal time deposits in Dollars in New York City
having a maturity comparable to the related Interest Period and in an amount of
$100,000 or more. The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Domestic Reserve Percentage.

                      "Assessment Rate" means for any day the annual assessment
rate in effect on such day which is payable by a member of the Bank Insurance
Fund classified as adequately capitalized and within supervisory subgroup "A"
(or a



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

           * The amount in brackets being rounded upward, if necessary, to the
next higher 1/100 of 1%.



comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time 



                                       21
<PAGE>   22
deposits at offices of such institution in the United States. The Adjusted CD
Rate shall be adjusted automatically on and as of the effective date of any
change in the Assessment Rate.

                      (c) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during each Interest Period
applicable thereto, at a rate per annum equal to the sum of the Euro-Dollar
Margin for such day plus the Adjusted London Interbank Offered Rate applicable
to such Interest Period. Such interest shall be payable for each Interest Period
on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.

                      The "Adjusted London Interbank Offered Rate" applicable to
any Interest Period means a rate per annum equal to the quotient obtained
(rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i)
the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

                      The "London Interbank Offered Rate" applicable to any
Interest Period means the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which deposits in
Dollars are offered to each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar
Business Days before the first day of such Interest Period in an amount
approximately equal to the principal amount of the Euro-Dollar Loan of such
Euro-Dollar Reference Bank to which such Interest Period is to apply and for a
period of time comparable to such Interest Period.

                      "Euro-Dollar Reserve Percentage" means 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 five billion
Dollars in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Lender to United States residents). The Adjusted London Interbank Offered
Rate shall be adjusted automatically on and as of the effective date of any
change in the Euro-Dollar Reserve Percentage.

                      (d) Any overdue principal of or interest on any
Euro-Dollar Loan shall bear interest, payable on demand, for each day until
paid, at a rate per annum equal to the sum of 2% plus the Euro-Dollar Margin for
such day plus the




                                       22
<PAGE>   23
higher of (i) the quotient obtained (rounded upward, if necessary, to the next
higher 1/100 of 1%) by dividing (x) the average (rounded upward, if necessary,
to the next higher 1/16 of 1%) of the respective rates per annum at which one
day (or, if such amount due remains unpaid more than three Euro-Dollar Business
Days, then for such other period of time not longer than six months as the
Administrative Agent may select) deposits in Dollars in an amount approximately
equal to such overdue payment due to each of the Euro-Dollar Reference Banks are
offered to such Euro-Dollar Reference Bank in the London interbank market for
the applicable period determined as provided above by (y) 1.00 minus the
Euro-Dollar Reserve Percentage and (ii) the Adjusted London Interbank Offered
Rate applicable to such Euro-Dollar Loan immediately before such payment was
due; provided that, if the circumstances described in clause (a) or (b) of
Section 8.1 shall exist, the rate per annum applicable to such overdue amount
for each such day shall be equal to the sum of 2% plus the Base Rate for such
day.

                      (e) Within 45 days after the end of each Fiscal Quarter,
the Company will notify the Administrative Agent and each Lender of the Pricing
Ratio determined as of the end of such Fiscal Quarter and the Pricing Level to
be applicable during the Pricing Period that begins 46 days after the end of
such Fiscal Quarter. The Administrative Agent will rely on such notification in
determining interest rates and fees hereunder for such Pricing Period, unless
and until the Administrative Agent determines (on the basis of financial
statements of the Company subsequently delivered or otherwise) that a different
Pricing Level (the "Corrected Pricing Level") is applicable during such Pricing
Period, in which event the Administrative Agent shall thereafter determine
interest rates and fees for such Pricing Period based on the Corrected Pricing
Level. If any interest or fees accrue during such Pricing Period and are paid
before the Administrative Agent determines that the Pricing Level should be
corrected as aforesaid, the Administrative Agent shall notify the Company and
the Lenders of the amount of any resulting underpayment or overpayment. In the
case of an underpayment, the Company shall, within three Domestic Business Days
after receiving such notice thereof, pay the amount thereof to the
Administrative Agent for the account of the relevant Lenders. In the case of an
overpayment, the amount thereof shall be credited against subsequent payments of
interest and fees payable hereunder for the account of the relevant Lenders, all
as determined by the Administrative Agent.

                      (f) The Administrative Agent shall determine each interest
rate applicable to the Loans hereunder. The Administrative Agent shall give
prompt notice to the Company and the Lenders of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

                      (g) Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated by this Section.
If any




                                       23
<PAGE>   24
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.1
shall apply.

                      SECTION 2.6. Method of Electing Interest Rates. (a) The
Loans included in each Borrowing shall bear interest initially at the type of
rate specified by the Company in the applicable Notice of Borrowing. Thereafter,
the Company may from time to time elect to change or continue the type of
interest rate borne by each Group of Loans (subject in each case to the
provisions of Article 8), as follows:

                      (i) if such Loans are Base Rate Loans, the Company may
           elect to convert such Loans to CD Loans as of any Domestic Business
           Day or to Euro-Dollar Loans as of any Euro-Dollar Business Day;

                      (ii) if such Loans are CD Loans, the Company may elect to
           convert such Loans to Base Rate Loans or Euro-Dollar Loans or elect
           to continue such Loans as CD Loans for an additional Interest Period,
           in each case effective on the last day of the then current Interest
           Period applicable to such Loans; or

                      (iii) if such Loans are Euro-Dollar Loans, the Company may
           elect to convert such Loans to Base Rate Loans or CD Loans or elect
           to continue such Loans as Euro-Dollar Loans for an additional
           Interest Period, in each case effective on the last day of the then
           current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Administrative Agent at least three Euro-Dollar Business
Days before the conversion or continuation selected in such notice is to be
effective (unless the relevant Loans are to be converted from Domestic Loans to
Domestic Loans of the other type or continued as Domestic Loans of the same type
for an additional Interest Period, in which case such notice shall be delivered
to the Administrative Agent at least three Domestic Business Days before such
conversion or continuation is to be effective). A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such notice applies, and the remaining portion to which it does not
apply, are each $5,000,000 or any larger multiple of $1,000,000.

                      (b) Each Notice of Interest Rate Election shall specify:

                      (i) the Group of Loans (or portion thereof) to which such
           notice applies;




                                       24
<PAGE>   25
                      (ii) the date on which the conversion or continuation
           selected in such notice is to be effective, which shall comply with
           the applicable clause of subsection (a) above;

                      (iii) if the Loans comprising such Group are to be
           converted, the new type of Loans and, if such Loans are to be
           converted to CD Loans or Euro-Dollar Loans, the duration of the next
           succeeding Interest Period applicable thereto; and

                      (iv) if such Loans are to be continued as CD Loans or
           Euro-Dollar Loans for an additional Interest Period, the duration of
           such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

                      (c) Upon receipt of a Notice of Interest Rate Election
from the Company pursuant to subsection (a) above, the Administrative Agent
shall promptly notify each Lender of the contents thereof and such notice shall
not thereafter be revocable by the Company. If the Borrower fails to deliver a
timely Notice of Interest Rate Election to the Administrative Agent for any
Group of Fixed Rate Loans, such Loans shall be converted into Base Rate Loans on
the last day of the then current Interest Period applicable thereto.

                      SECTION 2.7. Facility Fee. The Company shall pay to the
Administrative Agent for the account of the Lenders ratably a facility fee at
the Facility Fee Rate. Such facility fee shall accrue (i) for each day from and
including the Effective Date to the date the Commitments are terminated, on the
aggregate unused amount of the Commitments on such day and (ii) for each day
from and including the Closing Date to but excluding the date the Loans shall be
repaid in their entirety, on the aggregate outstanding principal amount of the
Loans on such day. Such facility fee shall be payable quarterly in arrears on
each Quarterly Payment Date and on the date the Loans shall be repaid in their
entirety.

                      SECTION 2.8. Termination or Reduction of Commitments. The
Company may, upon at least three Domestic Business Days' notice to the
Administrative Agent, (i) terminate the unused portions of the Commitments or
(ii) ratably reduce the Commitments by an aggregate amount of $5,000,000 or a
larger multiple of $1,000,000. Upon any such termination or reduction, the
Administrative Agent shall promptly notify each Lender thereof. Any facility
fees which have theretofore accrued on such terminated or reduced Commitments
shall be due and payable on the date of such termination or reduction, as the
case may be.




                                       25
<PAGE>   26
                      SECTION 2.9. Optional Prepayments. (a) The Company may,
upon at least (i) one Domestic Business Day's notice to the Administrative
Agent, in the case of the Group of Base Rate Loans, (ii) two Domestic Business
Days' notice to the Administrative Agent in the case of any Group of CD Rate
Loans, or (iii) three Euro-Dollar Business Days' notice to the Administrative
Agent, in the case of any Group of Euro-Dollar Loans, prepay the Loans
comprising such Group of Loans, in whole at any time, or from time to time in
part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with interest and facility
fees accrued thereon to the date of prepayment. Each such prepayment shall be
applied to prepay ratably the Loans of the several Lenders included in such
Group of Loans. In connection with any such prepayment of Fixed Rate Loans, the
Company shall comply with the provisions of Section 2.11, if applicable.

                      (b) Upon receipt of a notice of prepayment pursuant to
this Section, the Administrative Agent shall promptly notify each Lender of the
contents thereof and of such Lender's ratable share of such prepayment and such
notice shall not thereafter be revocable by the Company.

                      SECTION 2.10. General Provisions as to Payments. (a) The
Company shall make each payment of principal of, and interest on, the Loans and
of fees hereunder, not later than 11:00 A.M. (Eastern Time) on the date when
due, in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address referred to in Section 9.1. The
Administrative Agent will promptly distribute to each Lender its ratable share
(if any) of each such payment received by the Administrative Agent for the
account of the Lenders. Whenever any payment of principal of, or interest on,
the Domestic Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

                      (b) Unless the Administrative Agent shall have received
notice from the Company prior to the date on which any payment is due to the
Lenders hereunder that the Company will not make such payment in full, the
Administrative Agent may assume that the Company has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Company shall not haveso made such payment, each Lender shall
repay to




                                       26
<PAGE>   27
the Administrative Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate for such day.

                      (c) If the Administrative Agent receives any payment for
the account of one or more Lenders before 12:00 Noon (Eastern Time) on any
Domestic Business Day and fails to distribute such payment to such Lenders
before the end of such Domestic Business Day, the Administrative Agent shall pay
to each such Lender interest on its share of such payment, for each day from and
including such Domestic Business Day to but excluding the Domestic Business Day
on which the Administrative Agent distributes such payment, at the Federal Funds
Rate for such day. If the Administrative Agent receives any payment for the
benefit of one or more Lenders at or after 12:00 Noon (Eastern Time) on any
Domestic Business Day and fails to distribute such payment to such Lenders
before the end of the next succeeding Domestic Business Day, the Administrative
Agent shall pay to each such Lender interest on its share of such payment, for
each day from and including such next succeeding Domestic Business Day to but
excluding the Domestic Business Day on which the Administrative Agent
distributes such payment, at the Federal Funds Rate for such day.

                      (d) If the Company makes any payment to the Administrative
Agent for the account of one or more Lenders at or after 12:00 Noon (Eastern
Time) on any Domestic Business Day and the Administrative Agent fails to
distribute such payment to such Lenders before the end of such Domestic Business
Day, the Company shall be deemed to have made such payment on the next
succeeding Domestic Business Day.

                      SECTION 2.11. Funding Losses. If the Company makes any
payment of principal with respect to any Fixed Rate Loan or any Fixed Rate Loan
is converted (pursuant to Article 2, 6, or 8 or otherwise) on any day other than
the last day of an Interest Period applicable thereto, or the last day of an
applicable period fixed pursuant to Section 2.5(d), or if the Company fails to
borrow, prepay, convert into or continue any Fixed Rate Loans after notice has
been given to any Lender in accordance with Section 2.2(b), 2.6(c) or 2.9(b),
the Company shall pay to each Lender within 15 days after demand an amount
calculated as provided in Exhibit E hereto to compensate such Lender for any
loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties; provided that
such Lender shall have delivered to the Company a certificate as to the amount
of such loss or expense, which certificate shall be conclusive in the absence of
manifest error.




                                       27
<PAGE>   28
                      SECTION 2.12. Computation of Interest and Fees. Interest
based on the Prime Rate hereunder shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and paid for the actual number of days
elapsed (including the first day but excluding the last day). All other interest
and fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

                      SECTION 2.13. Effect of Permitted Asset Securitization.
The Company shall, within four Euro-Dollar Business Days after any net cash
proceeds are received from the lenders or purchasers of securities in any
Permitted Asset Securitization, apply an aggregate amount not less than 50% of
the amount of such net cash proceeds as follows:

                      (i) first, to reduce the commitments of the lenders under
           the Existing Credit Agreement if and to the extent required by
           Section 2.12 thereof;

                      (ii) second, if all or any portion of such aggregate
           amount is not applied pursuant to clause (i), to reduce ratably the
           unused portions of the Commitments hereunder (if then in effect); and

                      (iii) third, if all or any portion of such aggregate
           amount is not applied pursuant to clauses (i) and (ii), to prepay
           Loans hereunder in the manner provided in Section 2.9.


                                    ARTICLE 3

                                   CONDITIONS


                      SECTION 3.1. Closing. The closing hereunder shall occur on
or after the Effective Date, upon satisfaction of the following conditions
precedent:

                      (a) The Documentation Agent shall have received the
           following documents:

                                 (i) a duly executed Note for the account of
                      each Lender dated on or before the Closing Date and
                      complying with the provisions of Section 2.3;

                                 (ii) an opinion of Donald F. Crane, Jr., Senior
                      SEC Counsel for the Company, dated the Closing Date and
                      substantially in the form of Exhibit B hereto and covering
                      such additional matters




                                       28
<PAGE>   29
                      relating to the transactions contemplated hereby as the
                      Required Lenders may reasonably request;

                                 (iii) an opinion of Davis Polk & Wardwell,
                      special counsel for the Documentation Agent, dated the
                      Closing Date and substantially in the form of Exhibit C
                      hereto and covering such additional matters relating to
                      the transactions contemplated hereby as the Required
                      Lenders may reasonably request; and

                                 (iv) all documents that the Documentation Agent
                      may reasonably request relating to the existence of the
                      Company, the corporate authority for and the validity of
                      this Agreement and the Notes, and any other matters
                      relevant hereto, all in form and substance satisfactory to
                      the Documentation Agent.

                      (b) The Documentation Agent shall have received a
           certificate from a Responsible Officer to the effect that, and shall
           have determined that:

                                 (i) any Poison Pill of Circon has been redeemed
                      or otherwise rendered inapplicable to the Tender Offer;

                                 (ii) Section 203 of the Delaware General
                      Corporation Law, or any comparable provision of other
                      applicable law or Circon's constituent documents, will not
                      prevent the Merger from being consummated within 180 days
                      of the expiration date of the Tender Offer;

                                 (iii) the Company owns and controls the number
                      of shares of Circon's common stock as are necessary to
                      approve the Merger without the affirmative vote or
                      approval of any other shareholders of Circon;

                                 (iv) all conditions specified in the Tender
                      Offer Documents to the Purchaser's obligation to
                      consummate the Tender Offer have been met to the
                      reasonable satisfaction of the Company and the Lenders and
                      shall not have been waived;

                                 (v) the board of directors of Circon has
                      approved the Merger or such approval is not required;

                                 (vi) the tendered shares of Circon have been
                      accepted for payment pursuant to the terms of the Tender
                      Offer in accordance with the terms of the Tender Offer
                      Documents;




                                       29
<PAGE>   30
                                 (vii) all necessary licenses, permits and
                      governmental and third party filings, consents and
                      approvals for the Acquisition and for the Merger have been
                      obtained and remain in full force and effect; and

                                 (viii) the Tender Offer and the financing
                      thereof comply in all material respects with all
                      applicable laws and regulations, including, without
                      limitation, Regulation U.

The Documentation Agent shall consider such Responsible Officer's certificate to
be determinative of the fact that all such conditions have been met at the
Closing Date unless it has been notified in writing by any Lender prior to the
Closing Date that such Lender reasonably believes that one or more of such
conditions have not been met, and such notification shall not have been
withdrawn.

                      (c) The Existing Credit Agreement shall have been amended
           by an Amendment dated as of September 16, 1996 substantially in the
           form of the execution copies thereof distributed to the Lenders on
           September 12, 1996.

The Documentation Agent shall promptly notify the Company and the Lenders of the
Closing Date, and such notice shall be conclusive and binding on all parties
hereto.

                      SECTION 3.2. Borrowings. The obligation of any Lender to
make a Loan on the occasion of any Borrowing is subject, upon the Closing Date
having occurred, to the satisfaction of the following conditions:

                      (a) receipt by the Administrative Agent of a Notice of
           Borrowing as required by Section 2.2;

                      (b) the fact that, immediately before and after such
           Borrowing, no Default shall have occurred and be continuing;

                      (c) the fact that the representations and warranties of
           the Company contained in this Agreement shall be true on and as of
           the date of such Borrowing;

                      (d) the fact that, immediately after such Borrowing (and
           after applying the proceeds thereof, if any), not more than 25% of
           the value of the assets subject to each of the restrictions set forth
           in Sections 5.10 and 5.14 is represented by "margin stock" (as
           defined in Regulation U);

                      (e) receipt by the Administrative Agent of a certificate
           of a Responsible Officer (which certificate may be included in and
           dated the date




                                       30
<PAGE>   31
           of the related Notice of Borrowing delivered pursuant to clause (a)
           of this Section) as to the facts specified in clauses (b), (c) and
           (d) of this Section; and

                      (f) in the case of the initial Borrowing hereunder,
           receipt by the Administrative Agent (for the account of the Lenders,
           ratably according to their Commitments) of a fee of 0.05% of the
           aggregage amount of the Commitments.


                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

                      The Company represents and warrants that:

                      SECTION 4.1. Corporate Existence and Power. The Company is
a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

                      SECTION 4.2. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Company of this
Agreement and the Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing (except filings under the Exchange Act) with, any
governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company
or any of its Subsidiaries or result in the creation or imposition of any Lien
on any asset of the Company or any of its Subsidiaries.

                      SECTION 4.3. Binding Effect This Agreement constitutes a
valid and binding agreement of the Company and each Note, when executed and
delivered in accordance with this Agreement, will constitute a valid and binding
obligation of the Company, in each case enforceable in accordance with its
terms.

                      SECTION 4.4. Financial Information. (a) The consolidated
balance sheet of the Company and its Consolidated Subsidiaries as of December
31, 1995 and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for the Fiscal Year then ended, reported on by
Deloitte & Touche LLP and set forth in the Company's 1995 Form 10-K, a copy of
which has been delivered to each of the Lenders, fairly present, in conformity
with GAAP, the consolidated financial position of the Company and its
Consolidated Subsidiaries as




                                       31
<PAGE>   32
of such date and their consolidated results of operations and cash flows for
such Fiscal Year.

                      (b) The unaudited consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of June 30, 1996 and the related
unaudited consolidated statements of operations, cash flows and changes in
stockholders' equity for the six months then ended, set forth in the Company's
Latest Form 10-Q, a copy of which has been delivered to each of the Lenders,
fairly present, on a basis consistent with the financial statements referred to
in subsection (a) of this Section, the consolidated financial position of the
Company and its Consolidated Subsidiaries as of such date and their consolidated
results of operations and cash flows for such six-month period (subject to
normal year-end adjustments).

                      (c) Since June 30, 1996 there has been no material adverse
change in the business, financial position, operations or properties of the
Company and its Consolidated Subsidiaries, considered as a whole.

                      SECTION 4.5. Litigation. Except as disclosed in the
Company's 1995 Form 10-K or the Company's Latest Form 10-Q, there is no action,
suit or proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official which could
reasonably be expected to result in an adverse decision that would materially
adversely affect the business, financial position, operations or properties of
the Company and its Consolidated Subsidiaries, considered as a whole, or which
in any manner draws into question the validity or enforceability of this
Agreement or any of the Notes.

                      SECTION 4.6. Compliance with ERISA. Each member of the
ERISA Group has fulfilled its obligations under the minimum funding standards of
ERISA and the Internal Revenue Code with respect to each Plan and is in
compliance in all material respects with the presently applicable provisions of
ERISA and the Internal Revenue Code with respect to each Plan. No member of the
ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Internal Revenue Code
or (iii) incurred any liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA.

                      SECTION 4.7. Environmental Matters. In the ordinary course
of its business, the Company conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Company and
its Subsidiaries, in the course of which it identifies and evaluates associated
liabilities




                                       32
<PAGE>   33
and costs (including, without limitation, any capital or operating expenditures
required for clean-up or closure of properties presently or previously owned,
any capital or operating expenditures required to achieve or maintain compliance
with environmental protection standards imposed by law or as a condition of any
license, permit or contract, any related constraints on operating activities,
including any periodic or permanent shutdown of any facility or reduction in the
level of or change in the nature of operations conducted thereat, any costs or
liabilities in connection with off-site disposal of wastes or Hazardous
Substances, and any actual or potential liabilities to third parties, including
employees, and any related costs and expenses). On the basis of this review, the
Company has reasonably concluded that such associated liabilities and costs,
including the costs of compliance with Environmental Laws, are unlikely to have
a material adverse effect on the business, financial position, operations or
properties of the Company and its Subsidiaries, considered as a whole.

                      SECTION 4.8. Taxes. The Company and its Subsidiaries have
filed all income tax returns and all other material tax returns which are
required to be filed by them and have paid all taxes due pursuant to such
returns or pursuant to any assessment received by the Company or any Subsidiary,
except any such assessment that is being contested in good faith by appropriate
proceedings. The charges, accruals and reserves on the books of the Company and
its Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Company, adequate.

                      SECTION 4.9. Subsidiaries. Each of the Company's corporate
Subsidiaries (except inactive Subsidiaries) is a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted. All of the Company's active Subsidiaries are listed
on Exhibit F hereto (which may be amended from time to time by notice from the
Company to each of the Lenders).

                      SECTION 4.10. Not an Investment Company. The Company is
not an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

                      SECTION 4.11. Full Disclosure. All information (other than
financial forecasts and projections) contained in the documents listed on
Exhibit G hereto is, and all information (other than financial forecasts and
projections) hereafter furnished by the Company in writing to any of the Agents
or the Lenders for purposes of or in connection with this Agreement or any
transaction contemplated hereby will be, true and accurate in all material
respects on the date as of which such information is stated or certified. All
financial forecasts and projections contained in the documents listed in Exhibit
G hereto were, and all financial forecasts and projections hereafter furnished
by the Company in writing to




                                       33
<PAGE>   34
any of the Agents or the Lenders for purposes of or in connection with this
Agreement or any transaction contemplated hereby will be, prepared by the
Company in good faith based on assumptions believed by the Company, at the time
such financial forecasts and/or projections were or hereafter are prepared, to
be reasonable. The Company has disclosed to the Lenders in writing any and all
facts (other than facts affecting the health care business generally) which
materially and adversely affect, or are reasonably likely to materially and
adversely affect (to the extent the Company can now reasonably foresee), the
business, financial position, operations or properties of the Company and its
Subsidiaries, taken as a whole, or the ability of the Company to perform its
obligations under this Agreement and the Notes.

                      SECTION 4.12. Other Existing Debt Documents. Each copy of
an Other Existing Debt Document heretofore delivered by the Company to any of
the Agents or the Lenders is a complete and correct copy of such Other Existing
Debt Document as in effect on the Closing Date. Each of the Other Existing Debt
Documents is a valid and binding agreement of the parties thereto and is in full
force and effect. The Company is not in default under any of the provisions of
any of the Other Existing Debt Documents to which it is a party.

                      SECTION 4.13. No Default under Other Agreements Neither
the Company nor any Subsidiary is a party to any indenture, loan agreement,
credit agreement, lease or other agreement or instrument (excluding this
Agreement and the Other Existing Debt Documents) or subject to any charter or
corporate restriction, in each case which could reasonably be expected to have a
material adverse effect on the business, financial position, operations or
properties of the Company and its Subsidiaries, considered as a whole, or the
ability of the Company to perform its obligations under this Agreement and the
Notes. Neither the Company nor any Subsidiary is in default under any of the
provisions of any indenture, loan agreement, credit agreement, lease or other
agreement or instrument to which it is party (excluding this Agreement and the
Other Existing Debt Documents) which default could reasonably be expected to
have a material adverse effect on the business, financial position, operations
or properties of the Company and its Subsidiaries, considered as a whole.

                      SECTION 4.14. Compliance with Laws. The Company and each
Subsidiary is in compliance in all material respects with all applicable laws,
ordinances, rules, regulations and requirements of governmental authorities
(including, without limitation, Environmental Laws and the rules and regulations
thereunder), except where (i) the necessity of compliance therewith is contested
in good faith by appropriate proceedings or (ii) failures to comply therewith,
in the aggregate, could not reasonably be expected to have a material adverse
effect on the business, financial position, operations or properties of the
Company and its Subsidiaries, considered as a whole.




                                       34
<PAGE>   35
                                    ARTICLE 5

                                    COVENANTS

                      The Company agrees that, so long as any Lender has any
Commitment hereunder or any amount payable under any Note remains unpaid:

                      SECTION 5.1. Information. The Company will deliver to each
of the Lenders:

                      (a) as soon as available and in any event within 90 days
after the end of each Fiscal Year, a consolidated balance sheet of the Company
and its Consolidated Subsidiaries as of the end of such Fiscal Year and the
related consolidated statements of operations, cash flows and changes in
stockholders' equity for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year, all audited by
Deloitte & Touche LLP or other independent public accountants of nationally
recognized standing and accompanied by an opinion of such auditors (without any
qualification that would not be acceptable to the SEC for purposes of filings
under the Exchange Act);

                      (b) as soon as available and in any event within 45 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year, a
consolidated balance sheet of the Company and its Consolidated Subsidiaries as
of the end of such Fiscal Quarter and the related consolidated statements of
operations, cash flows and changes in stockholders' equity for such Fiscal
Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal
Quarter, setting forth in the case of such consolidated statements of
operations, cash flows and changes in stockholders' equity in comparative form
the figures for the corresponding Fiscal Quarter and the corresponding portion
of the previous Fiscal Year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally accepted accounting
principles and consistency by the chief financial officer, the treasurer or the
principal accounting officer of the Company;

                      (c) simultaneously with the delivery of each set of
financial statements referred to in clauses (a) and (b) above, a certificate of
the Company, signed by its chief financial officer, treasurer or principal
accounting officer, (i) setting forth in reasonable detail the calculations
required to establish whether the Company was in compliance with the
requirements of Sections 5.7 to 5.14, inclusive, on the date of such financial
statements; (ii) setting forth in reasonable detail the calculation of the
Pricing Ratio to be determined as of the date of such financial statements and
(iii) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Company is taking or proposes to take with respect thereto;




                                       35
<PAGE>   36
                      (d) as soon as available and in any event within 45 days
after the end of each Fiscal Quarter, the notice required by Section 2.5(e) with
respect to the Pricing Ratio determined as of the end of such Fiscal Quarter and
the Pricing Level to be applicable for the next Pricing Period;

                      (e) simultaneously with the delivery of each set of
financial statements referred to in clause (a) above, a statement of the firm of
independent public accountants which audited and reported on such statements (i)
whether anything has come to their attention to cause them to believe that any
Default existed under Sections 5.7 to 5.14, inclusive, on the date of such
statements and (ii) confirming the calculations set forth in the officer's
certificate delivered simultaneously therewith pursuant to clause (c) above;

                      (f) within five Domestic Business Days after any
Responsible Officer obtains knowledge of any Default, if such Default is then
continuing, a certificate of the chief financial officer, the treasurer or the
principal accounting officer of the Company setting forth the details thereof
and the action which the Company is taking or proposes to take with respect
thereto;

                      (g) promptly upon the mailing thereof to the shareholders
of the Company generally, copies of all financial statements, reports and proxy
statements so mailed;

                      (h) promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto (unless requested by
any Lender) and any registration statements on Form S-8 or its equivalent) and
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company
shall have filed with the SEC;

                      (i) unless Investment Grade Status exists at the time, as
soon as available and in any event on or before March 31 of each Fiscal Year, a
budget for such Fiscal Year, approved by the Company's board of directors,
setting forth anticipated income, expense and capital expenditure items for each
Fiscal Quarter during such Fiscal Year, and concurrently with the delivery of
financial statements for each such Fiscal Quarter pursuant to clauses (a) and
(b) above, a report setting forth a detailed comparison to such budget; provided
that, if such a budget has not been prepared and approved by the Company's board
of directors before January 31 of such Fiscal Year, projections of such items
for such Fiscal Year shall be delivered pursuant to this clause (i) no later
than January 31 of such Fiscal Year (to be replaced by the approved budget when
delivered);

                      (j) if and when any member of the ERISA Group (i) gives or
is required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a




                                       36
<PAGE>   37
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer, the treasurer or the principal
accounting officer of the Company setting forth the details as to such
occurrence and the action, if any, which the Company or applicable member of the
ERISA Group is required or proposes to take;

                      (k) as soon as reasonably practicable after any
Responsible Officer obtains knowledge of the commencement of, or of a threat
(with respect to which there is a reasonable likelihood of assertion) of the
commencement of, an action, suit or proceeding against the Company or any
Subsidiary before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable possibility of an adverse decision which
could reasonably be expected to materially adversely affect the business,
financial position, operations or properties of the Company and its Subsidiaries
considered as a whole, or which in any manner questions the validity or
enforceability of this Agreement or any of the Notes, information as to the
nature of such pending or threatened action, suit or proceeding and any material
developments from time to time with respect thereto;

                      (l) upon execution thereof, a copy of each amendment,
waiver or other document modifying the Existing Credit Agreement or any Other
Existing Debt Document; and

                      (m) from time to time such additional information
regarding the financial position or business of the Company and its Subsidiaries
as the Documentation Agent, at the request of any Lender, may reasonably
request.

                      SECTION 5.2. Payment of Obligations The Company will pay
and discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities, including,
without




                                       37
<PAGE>   38
limitation, tax liabilities, except where the same are contested in good faith
by appropriate proceedings, and will maintain, and will cause each Subsidiary to
maintain, in accordance with GAAP, appropriate reserves for the accrual of any
of the same.

                      SECTION 5.3. Maintenance of Property; Insurance. (a) The
Company will keep, and will cause each Subsidiary to keep, all of its property
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted.

                      (b) The Company will maintain, and will cause each
Subsidiary to maintain, to the extent commercially available, with financially
sound and reputable insurers, (i) physical damage insurance on all of its real
and personal property on an all risks basis (including the perils of flood and
earthquake, if such insurance is available on reasonable terms), covering the
repair and replacement cost of all such property and consequential loss coverage
for business interruption and extra expense, (ii) general public liability
insurance (including product liability coverage) in an amount not less than
$50,000,000 and (iii) such other insurance coverage in such amounts and with
respect to such risks as the Required Lenders may reasonably request; provided
that the Company and its Subsidiaries may self-insure against, and/or such
insurance may provide for deductibles with regard to, hazards and risks with
respect to which, and in such amounts as, the Company in good faith determines
to be prudent, but only so long as the aggregate of all such deductibles and
self-insurance applicable with respect to any Fiscal Year under all such
insurance required under clauses (i) and (ii) above does not exceed 4% of
Consolidated Net Worth at the end of the immediately preceding Fiscal Year.

                      SECTION 5.4. Conduct of Business and Maintenance of
Existence The Company will continue, and will cause each Subsidiary to continue,
to engage in business of the same general type as now conducted by the Company
and its Subsidiaries, and will preserve, renew and keep in full force and
effect, and will cause each Subsidiary to preserve, renew and keep in full force
and effect, their respective existences and their respective rights, privileges
and franchises necessary or desirable in the normal conduct of business;
provided that nothing in this Section 5.4 shall prohibit (i) the merger of a
Subsidiary into the Company, if immediately after such merger no Default shall
have occurred and be continuing, (ii) the merger or consolidation of a
Subsidiary with or into a Person other than the Company, if the corporation
surviving such consolidation or merger is a Subsidiary and, immediately after
giving effect thereto, no Default shall have occurred and be continuing or (iii)
the termination of the existence of any Subsidiary or any of the rights,
privileges and franchises of the Company or any Subsidiary if, in each case, the
Company in good faith determines that such termination is in the best interest
of the Company and is not materially disadvantageous to the Lenders.




                                       38
<PAGE>   39

                  SECTION 5.5. Compliance with Laws. The Company will comply,
and cause each Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder), except where (i) the necessity of compliance
therewith is contested in good faith by appropriate proceedings or (ii) failures
to comply therewith, in the aggregate, could not reasonably be expected to have
a material adverse effect on the business, financial position, operations or
properties of the Company and its Subsidiaries, considered as a whole.

                  SECTION 5.6. Inspection of Property, Books and Records. The
Company will keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities. Subject to
the Company's normal security procedures, the Company will permit, and will
cause each Subsidiary to permit, representatives of any Lender at such Lender's
expense to visit and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants, all at such reasonable times
(after reasonable notice to the Company's chief financial officer) and as often
as may reasonably be desired, but only for the purpose of determining the
condition of the assets of the Company or such Subsidiary, as the case may be,
and the Company's compliance with the terms and conditions of this Agreement;
provided that, so long as no Event of Default shall have occurred and be
continuing, one or more persons designated by the Company's chief financial
officer shall be entitled to attend any such visit or discussion.

                  SECTION5.7. Minimum Consolidated Net Worth. Consolidated Net
Worth will not at any time be less than the sum of (i) $505,300,000 and (ii) 50%
of the consolidated net income (if positive) of the Company and its Consolidated
Subsidiaries for each Fiscal Quarter ending prior to such time, commencing with
the Fiscal Quarter ending December 31, 1995.

                  SECTION 5.8. Leverage Ratio. Consolidated Debt will at no time
be greater than 60% of Consolidated Total Capital.

                  SECTION 5.9. Fixed Charge Coverage. At the end of each Fiscal
Quarter commencing with the Fiscal Quarter ending September 30, 1996, the ratio
of (i) the sum of Consolidated EBITDA plus Consolidated Net Rent Expense less
Consolidated Capital Expenditures to (ii) the sum of Consolidated Net Interest
Expense plus Consolidated Net Rent Expense (excluding amounts attributable to
Contingent CPI Rent (as defined in the North Haven Lease), as expensed) plus
Preferred Dividends (excluding any one-time additional preferred dividend
declared but not paid in connection with a call for redemption of the Company's
Series A

                                       39
<PAGE>   40
Convertible Preferred Stock) plus Other Scheduled Debt Payments, in each case
for the period of four consecutive Fiscal Quarters then ended, will not be less
than 1.6:1; provided that such ratio may be less than 1.6:1, but shall not be
less than 1.5:1, at the end of each of the first four Fiscal Quarters ending
after the Merger is consummated.

                      SECTION 5.10. Negative Pledge Neither the Company nor any
Subsidiary will create, assume or suffer to exist any Lien on any asset
(including, without limitation, the capital stock of any of its Subsidiaries)
now owned or hereafter acquired by it, except:

                      (a) Liens existing on the date of this Agreement securing
           Debt outstanding on the date of this Agreement, provided that such
           Liens and the principal amounts secured thereby on the date of this
           Agreement are listed on Exhibi H hereto;

                      (b) any Lien existing on any asset of any corporation at
           the time such corporation becomes a Subsidiary and not created in
           contemplation of such event;

                      (c) any Lien on any asset of any corporation existing at
           the time such corporation is merged or consolidated with or into the
           Company or a Subsidiary and not created in contemplation of such
           event;

                      (d) any Lien existing on any asset prior to the
           acquisition thereof by the Company or a Subsidiary and not created in
           contemplation of such acquisition;

                      (e) any Lien on any asset securing Debt incurred or
           assumed for the purpose of financing all or any part of the cost of
           acquiring such asset, provided that such Lien attaches to such asset
           within 12 months after the acquisition thereof;

                      (f) any Lien arising out of the refinancing, extension,
           renewal or refunding of any Debt secured by any Lien permitted by any
           of the foregoing clauses of this Section , provided that such Debt is
           not increased and is not secured by any additional assets;

                      (g) any Lien created for the direct or indirect benefit of
           the purchasers or lenders in connection with any Permitted Asset
           Securitization;

                      (h) Liens arising by operation of law in the ordinary
           course of its business which (i) do not secure Debt or Derivatives
           Obligations, (ii) do not secure any single obligation or series of
           related obligations in an amount exceeding $50,000,000 and (iii) do
           not in the aggregate materially detract

                                       40
<PAGE>   41
           from the value of its assets or materially impair the use thereof in
           the operation of its business;

                      (i) Liens on cash and cash equivalents securing
           Derivatives Obligations, provided that the aggregate amount of cash
           and cash equivalents subject to such Liens may at no time exceed
           $25,000,000; and

                      (j) Liens not otherwise permitted by the foregoing clauses
           of this Section securing an aggregate amount at any time outstanding
           not to exceed $15,000,000.

Nothing in clause (h) or (j) of this Section shall permit any Lien securing any
obligation arising under the Other Existing Debt Documents. Whenever this
Section permits a Lien to exist on any asset owned or leased by the Company or
any Subsidiary, it shall be construed to permit the same Lien to exist with
respect to any improvements to such asset.

                      SECTION 5.11.  Investments.  Neither the Company nor any

Subsidiary will make or acquire any Investment in any Person, other than:

                      (i) Permitted Temporary Cash Investments;

                      (ii) any Investment in a Person which is a Consolidated
           Subsidiary immediately after such Investment is made;

                      (iii) any Debt of a buyer received as all or part of the
           consideration for an Asset Sale permitted by Section 5.14;

                      (iv) any investment in a trust or other entity created for
           purposes of any Permitted Asset Securitization; and

                      (v) any other Investment if, immediately after such
           Investment is made, the aggregate original cost of all Investments
           made by the Company and its Subsidiaries after September 30, 1995
           pursuant to this clause (v) does not exceed 10% of Consolidated Net
           Worth as of the end of the most recently ended Fiscal Quarter.

Prior to the Closing Date, purchases of shares of common stock of Circon shall
constitute Investments for purposes of clause (v) above; thereafter such
purchases shall be deemed to be permitted by clause (ii) above and shall not be
included in Investments made pursuant to clause (v) above.

                      SECTION 5.12.  Dividends and Common Stock Payments.  (a)
The Company will not declare any Common Stock Dividend and neither the Company

                                       41
<PAGE>   42
nor any Subsidiary will make any Common Stock Payment unless, after giving
effect to such declaration or Common Stock Payment, no Default shall have
occurred and be continuing and either:

                      (i) the aggregate amount of all Common Stock Dividends
           declared and Common Stock Payments made in the then current Fiscal
           Quarter will not exceed $1,250,000, as such amount may be adjusted
           from time to time pursuant to subsection (c) of this Section , or

                      (ii) the aggregate amount of all Common Stock Dividends
           declared and all Common Stock Payments made in the then current
           Fiscal Quarter and the three immediately preceding Fiscal Quarters
           will not exceed 20% of the Adjusted Consolidated Net Income of the
           Company and its Consolidated Subsidiaries for the immediately
           preceding four Fiscal Quarters;

provided that the Company may declare Common Stock Dividends and the Company and
its Subsidiaries may make Common Stock Payments at any time when Investment
Grade Status exists without regard to the limitation in this subsection (a);
but, if Investment Grade Status subsequently ceases to exist, Common Stock
Dividends declared and Common Stock Payments made when Investment Grade Status
existed shall be taken into account in determining whether other Common Stock
Dividends may be declared or other Common Stock Payments may be made under this
Section .

                      (b) The Company will not declare any Common Stock Dividend
more than 50 days before such Common Stock Dividend is payable.

                      (c) If the number of outstanding shares of the Company's
common stock changes during any Fiscal Quarter ending after September 30, 1995
(by reason of a conversion of outstanding preferred stock, a new issuance of
common stock or otherwise), the amount specified in subsection (a)(i) of this
Section (as such amount may theretofore have been adjusted pursuant to this
subsection (c)) shall be adjusted for purposes of all subsequent Fiscal Quarters
by multiplying such amount by a fraction of which the numerator is the number of
shares of the Company's common stock outstanding at the end of such Fiscal
Quarter and the denominator is the number of shares of the Company's common
stock outstanding at the beginning of such Fiscal Quarter (adjusted to eliminate
the effect of any stock split, stock dividend or reverse stock split during such
Fiscal Quarter).

                      SECTION 5.13. Limitation on Subsidiary Debt. The aggregate
principal amount of all Debt of all Consolidated Subsidiaries (excluding (i)
Debt existing on the Closing Date under the U.I.S. Financing Documents in an
aggregate principal amount not greater than FF 545,000,000 and (ii) Intercompany
Debt owed to the Company or to a Substantially Wholly-Owned Consolidated
Subsidiary) will

                                       42
<PAGE>   43
at no time exceed $100,000,000 (or its equivalent in foreign currencies). For
purposes of this Section any preferred stock of a Consolidated Subsidiary held
by a Person other than the Company or a Substantially Wholly-Owned Consolidated
Subsidiary shall be included, at the higher of its voluntary or involuntary
liquidation value, in the "Debt" of such Consolidated Subsidiary.

                      SECTION 5.14. Asset Sales. a) The Company will not, and
will not permit any Subsidiary to, make any Asset Sale unless, after giving
effect thereto, the aggregate consideration received or to be received for all
Asset Sales during the then current Fiscal Year would not exceed $50,000,000;
provided that, without regard to the limitation in this subsection (a), the
Company or any Subsidiary may (x) make or become legally obligated to make Asset
Sales at any time when Investment Grade Status exists and (y) make any Asset
Sale that it has become legally obligated to make at a time when Investment
Grade Status existed, even if Investment Grade Status subsequently ceases to
exist; but, if Investment Grade Status subsequently ceases to exist, all Asset
Sales made as permitted by the foregoing clauses (x) and (y) shall be taken into
account in determining whether other Asset Sales are permitted by this Section .

                      (b) Whether or not Investment Grade Status exists, (i) the
Company and its Subsidiaries will not sell, lease, transfer or otherwise dispose
of all or any substantial part of the assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than the Company and its
Subsidiaries and (ii) the Company will not sell, lease, transfer or otherwise
dispose of all or any substantial part of its assets to any other Person;
provided that this subsection (b) shall not apply to (i) sales of inventory and
used, surplus or worn-out equipment in the ordinary course of business or (ii)
sales of accounts and notes receivable pursuant to Permitted Asset
Securitizations.

                      (c) Notwithstanding the restrictions in subsection (b) of
this Section , the Company may sell or otherwise dispose of (whether in one or a
series of transactions) any of its accounts and notes receivable; provided that
(i) the Required Lenders shall have consented in writing to the terms and
conditions of such transactions (including, without limitation, any Liens to be
created in connection therewith) and (ii) the cash purchase price paid by the
purchasers of such accounts and notes receivable shall not exceed $75,000,000 in
aggregate unrecovered amount at any time.

                      SECTION 5.15. Consolidations and Mergers. The Company will
not consolidate or merge with or into any other Person; provided that the
Company may merge with another Person if (A) the Company is the corporation
surviving such merger and (B) immediately after giving effect to such merger, no
Default shall have occurred and be continuing.

                                       43
<PAGE>   44
                      SECTION 5.16. Transactions with Affiliates The Company
will not, and will not permit any Subsidiary to, directly or indirectly, pay any
funds to or for the account of, make any Investment in, Guarantee any Debt of,
lease, sell, transfer or otherwise dispose of any assets (tangible or
intangible) to, or participate in, or effect any transaction in connection with
any joint enterprise or other joint arrangement with, any Affiliate; provided
that the foregoing provisions of this Section shall not prohibit (a) the Company
from declaring or paying any lawful dividend permitted by Section 5.12; (b) the
Company or any Subsidiary from paying compensation or providing benefits to any
of its officers or directors in the ordinary course of business; (c) the Company
or any Subsidiary from making sales to or purchases from any Affiliate and, in
connection therewith, extending credit or making payments, or from making
payments for services rendered by any Affiliate, if such sales or purchases are
made or such services are rendered in the ordinary course of business and on
terms and conditions comparable to the terms and conditions which would apply in
a similar transaction with a Person not an Affiliate; (d) the Company or any
Subsidiary from making payments of principal, interest and premium on any Debt
of the Company or such Subsidiary held by an Affiliate if the terms of such Debt
are substantially as favorable to the Company or such Subsidiary as the terms
which could have been obtained at the time of the creation of such Debt from a
lender which was not an Affiliate or (e) the Company or any Subsidiary from
participating in, or effecting any transaction in connection with, any joint
enterprise or other joint arrangement with any Affiliate if the Company or such
Subsidiary participates in the ordinary course of its business and on a basis no
less advantageous than the basis on which such Affiliate participates.

                      SECTION 5.17. Prepayment of Other Debt. (a) The Company
will not, and will not permit any Subsidiary to, directly or indirectly, redeem,
retire, purchase, acquire or otherwise make any payment in respect of any Debt
(other than (w) the Notes, (x) Debt of Circon outstanding prior to the Merger in
an aggregate principal amount not exceeding $75,000,000, (y) Debt outstanding
under the Existing Credit Agreement from time to time and (z) Intercompany Debt)
of the Company or any Subsidiary more than 21 days before the stated due date
thereof, unless such payment is made with the net cash proceeds of (i) Debt
specifically incurred for such purpose and containing terms and conditions
substantially similar to or more favorable to the Company and the Lenders than
the Debt with respect to which such payment is made, (ii) common stock of the
Company sold after September 30, 1995 or (iii) preferred stock of the Company
sold after September 30, 1995 which is not subject to redemption, repurchase or
other acquisition by the Company or any Subsidiary (except redemption or
repurchase at the option of the Company) under any circumstances prior to
February 5, 2001.

                      (b) The Company will not, and will not permit any
Subsidiary to, pay any amount under the North Haven Financing Documents more
than 21

                                       44
<PAGE>   45
days before such payment is due; provided that the rent payable under the North
Haven Lease on January 14, 2001 shall not be prepaid.

                      (c) The Company will not, and will not permit any
Subsidiary to, consent to or enter into any amendment, supplement, waiver or
other modification of any agreement or instrument evidencing or governing any
such Debt if the result of such modification would be, directly or indirectly,
to permit a payment that would have been prohibited pursuant to this Section 
prior to such modification.

                      SECTION 5.18. Other Existing Debt Documents. The Company
will not, and will not permit any Subsidiary to, (i) consent or enter into any
amendment, supplement, waiver or other modification of any of the Other Existing
Debt Documents which would increase the amount of the payments to be made by the
Company or any Subsidiary in connection therewith (except for reasonable and
customary fees and expenses paid, currently or periodically, in connection with
any such amendment, supplement, waiver or other modification) or would otherwise
be materially adverse to the Company or any Subsidiary or to the Lenders or (ii)
directly or indirectly Guarantee the obligations of any Person under the North
Haven Financing Documents.

                      SECTION 5.19. Use of Proceeds. The proceeds of the Loans
will be used by the Company to finance the Acquisition. None of such proceeds
will be used in violation of any applicable law or regulation (including without
limitation Regulation U).

                                    ARTICLE 6

                                    DEFAULTS

                      SECTION 6.1. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                      (a) the Company shall fail to pay (i) any principal of any
           Loan when due or (ii) any interest, any fees or any other amount
           payable hereunder within two Domestic Business Days after the due
           date thereof;

                      (b) the Company shall fail to observe or perform any
           covenant contained in Sections 5.7 to 5.19, inclusive, and such
           failure shall continue for two Domestic Business Days after the
           Required Lenders shall have determined that such failure, if not
           cured within two Domestic Business Days, should be an Event of
           Default under this clause (b) and the

                                       45
<PAGE>   46
           Administrative Agent shall have given the Company written notice of
           such determination;

                      (c) The Company shall fail to observe or perform any
           covenant or agreement contained in this Agreement (other than those
           covered by clause (a) or (b) above) for 30 days after written notice
           thereof has been given to the Company by the Administrative Agent at
           the request of any Lender;

                      (d) any representation, warranty, certification or
           statement made by the Company or by a Responsible Officer in this
           Agreement or in any certificate, financial statement or other
           document delivered pursuant to this Agreement shall prove to have
           been incorrect in any material respect when made;

                      (e) the Company or any Subsidiary shall fail to make any
           payment in respect of Material Financial Obligations when due or
           within any applicable grace period;

                      (f) any event or condition shall occur which results in
           the acceleration of the maturity of Material Debt or enables the
           holders of Material Debt or any Person acting on such holders' behalf
           to accelerate the maturity thereof or permits the holders of Material
           Debt or any Person acting on such holders' behalf to terminate their
           commitments (if any) to renew, extend, refund or lend additional
           amounts of such Material Debt;

                      (g) any event or condition shall occur which, with the
           giving of notice or lapse of time or both, would enable the holders
           of Material Debt or any Person acting on such holders' behalf to
           accelerate the maturity thereof or would permit the holders of
           Material Debt or any Person acting on such holders' behalf to
           terminate their commitments to renew, extend, refund or lend
           additional amounts of such Material Debt, and the Company shall fail
           to cure such event or condition for two Domestic Business Days after
           the Required Lenders shall have determined that such event or
           condition, if not cured within two Domestic Business Days, should be
           an Event of Default under this clause (g) and the Administrative
           Agent shall have given the Company written notice of such
           determination;

                      (h) the Company or any Subsidiary shall commence a
           voluntary case or other proceeding seeking liquidation,
           reorganization or other relief with respect to itself or its debts
           under any bankruptcy, insolvency or other similar law now or
           hereafter in effect or seeking the appointment of a trustee,
           receiver, liquidator, custodian or other similar official of it or
           any substantial part of its property, or shall consent to any such
           relief or to the appointment of or taking possession by any such
           official in an involuntary case or other proceeding commenced against
           it, or shall make a general

                                       46
<PAGE>   47
           assignment for the benefit of creditors, or shall fail generally to
           pay its debts as they become due, or shall take any corporate action
           to authorize any of the foregoing;

                      (i) an involuntary case or other proceeding shall be
           commenced against the Company or any Subsidiary seeking liquidation,
           reorganization or other relief with respect to it or its debts under
           any bankruptcy, insolvency or other similar law now or hereafter in
           effect or seeking the appointment of a trustee, receiver, liquidator,
           custodian or other similar official of it or any substantial part of
           its property, and such involuntary case or other proceeding shall
           remain undismissed and unstayed for a period of 60 days; or an order
           for relief shall be entered against the Company or any Subsidiary
           under the federal bankruptcy laws as now or hereafter in effect;

                      (j) any member of the ERISA Group shall fail to pay when
           due an amount or amounts aggregating in excess of $10,000,000 which
           it shall have become liable to pay under Title IV of ERISA; or notice
           of intent to terminate a Material Plan shall be filed under Title IV
           of ERISA by any member of the ERISA Group, any plan administrator or
           any combination of the foregoing; or the PBGC shall institute
           proceedings under Title IV of ERISA to terminate, to impose liability
           (other than for premiums under Section 4007 of ERISA) in respect of,
           or to cause a trustee to be appointed to administer, any Material
           Plan; or a condition shall exist by reason of which the PBGC would be
           entitled to obtain a decree adjudicating that any Material Plan must
           be terminated; or there shall occur a complete or partial withdrawal
           from, or a default, within the meaning of Section 4219(c)(5) of
           ERISA, with respect to, one or more Multiemployer Plans which could
           cause one or more members of the ERISA Group to incur a current
           payment obligation in excess of $10,000,000;

                      (k) a judgment or order for the payment of money in excess
           of $10,000,000 shall be rendered against the Company or any
           Subsidiary and such judgment or order shall continue unsatisfied and
           unstayed for a period of 10 days; or

                      (l) any person or group of persons (within the meaning of
           Section 13 or 14 of the Exchange Act) shall have acquired beneficial
           ownership (within the meaning of Rule 13d-3 promulgated by the SEC
           under the Exchange Act) of 25% or more of the outstanding shares of
           common stock of the Company; or, during any period of twelve
           consecutive calendar months, individuals who were directors of the
           Company on the first day of such period shall cease to constitute a
           majority of the board of directors of the Company; provided that such
           beneficial ownership or change in the Company's directors, as the
           case may be, shall continue for two Domestic Business Days after the
           Required Lenders shall have determined that it

                                       47
<PAGE>   48
           should be an Event of Default under this clause (l) and the
           Administrative Agent shall have given the Company written notice of
           such determination;

then, and in every such event, the Administrative Agent shall (i) if requested
by Lenders having more than 60% in aggregate amount of the Commitments, by
notice to the Company terminate the Commitments and they shall thereupon
terminate, and (ii) if requested by Lenders holding Notes evidencing more than
60% of the aggregate outstanding principal amount of the Loans, by notice to the
Company declare the Notes (together with accrued interest thereon and all
accrued fees and other amounts payable by the Company hereunder) to be, and the
same shall thereupon become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Company; provided that in the case of any of the Events of Default specified
in clause (h) or (i) above with respect to the Company, without any notice to
the Company or any other act by the Administrative Agent or the Lenders, the
Notes (together with all accrued interest thereon and all accrued fees and other
amounts payable by the Company hereunder) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Company.

                      SECTION 6.2. Notice of Default. The Administrative Agent
shall give notice to the Company under Section 6.1(c) promptly upon being
requested to do so by any Lender, and shall thereupon notify all the Lenders
thereof. The Administrative Agent shall give notice to the Company under clause
(b), (g) or (l) of Section 6.1 promptly upon being requested to do so by the
Required Lenders and shall thereupon notify all the Lenders thereof.

                                    ARTICLE 7

                            THE AGENTS AND ARRANGERS

                      SECTION 7.1. Appointment and Authorization. Each Lender
irrevocably appoints and authorizes each of the Administrative Agent and the
Documentation Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the Notes as are delegated to such Agent by
the terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

                      SECTION 7.2. Agents and Affiliates. Each of Morgan and BNY
shall have the same rights and powers under this Agreement as any other Lender
and may exercise or refrain from exercising the same as though it were not an
Agent hereunder. Each of Morgan and BNY (and their respective affiliates) may
accept deposits from, lend money to, and generally engage in any kind of
business with the

                                       48
<PAGE>   49
Company or any Subsidiary or affiliate of the Company as if it were not an Agent
hereunder.

                      SECTION 7.3. Action by Agents. Neither of the Agents shall
have any duties or responsibilities hereunder, except those expressly set forth
herein, or any fiduciary relationship with any of the Lenders, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into or inferred from this Agreement or otherwise exist against either
of the Agents. Without limiting the generality of the foregoing, neither of the
Agents shall (i) be required to take any action with respect to any Default,
except in the case of the Administrative Agent as expressly provided in Article
6, or (ii) except for notices, reports and other documents expressly required to
be furnished to the Lenders hereunder, have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of the Company or any of its Subsidiaries which
may come into the possession of such Agent or any of its affiliates.

                      SECTION 7.4. Consultation with Experts; Attorneys in Fact.
Either of the Agents may consult with legal counsel (who may be counsel for the
Company), independent public accountants and other experts selected by it and
neither of the Agents shall be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts. Either of the Agents 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. Neither
of the Agents shall be responsible to the Lenders for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

                      SECTION 7.5. Liability of Agents. None of the Agents,
their respective affiliates and their respective directors, officers, agents or
employees shall be liable for any action taken or not taken in connection
herewith (i) with the consent or at the request of the Required Lenders or (ii)
in the absence of its own gross negligence or willful misconduct. None of the
Agents, their respective affiliates and their respective directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the performance
or observance of any of the covenants or agreements of the Company or the
properties, books or records of the Company or its Subsidiaries; (iii) the
satisfaction of any condition specified in Article 3, except, in the case of the
Documentation Agent, receipt of items required to be delivered to it; or (iv)
the validity, effectiveness or genuineness of this Agreement, the Notes, or any
other instrument or writing furnished in connection herewith. Neither of the
Agents shall incur any liability by acting in reliance upon any notice, consent,
certificate, statement or other writing (which may be a bank wire, telex,
facsimile

                                       49
<PAGE>   50
transmission or similar writing) believed by it to be genuine or to be signed by
the proper party or parties.

                      SECTION 7.6. Indemnification. Each Lender shall, ratably
in accordance with its Credit Exposure, indemnify each of the Agents, their
respective affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Company and without limiting any
obligation of the Company to do so) against any cost, expense (including counsel
fees and disbursements), claim, demand, action, loss or liability that such
indemnitee may suffer or incur in connection with this Agreement or any action
taken or omitted by such indemnitee hereunder (but, in the case of each Agent,
only actions taken or omitted in its capacity as such Agent hereunder); provided
that the Lenders shall not be obligated to indemnify any Agent or affiliate (or
their respective directors, officers, agents and employees) under this Section 
for (i) such Agent's or affiliate's own gross negligence or willful misconduct
or (ii) such Agent's breach of its contractual obligations to the Lenders (or
any of them) under this Agreement.

                      SECTION 7.7. Credit Decision. Each Lender acknowledges
that none of the Agents, the Arrangers or their respective affiliates has made
any representations or warranties to such Lender and that no act by any Agent or
Arranger hereafter taken, including any review of the affairs of any Company,
shall be deemed to constitute any representation or warranty by such Agent or
Arranger to such Lender. Each Lender acknowledges that it has, independently and
without reliance upon either of the Agents, any of the Arrangers or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon either of the Agents, any of the Arrangers or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking any
action under this Agreement.

                      SECTION 7.8. Successor Agents. Either of the Agents may
resign at any time by giving notice thereof to the Lenders and the Company. Upon
any such resignation, the Required Lenders shall have the right to appoint a
successor to such Agent. If no successor Agent shall have been so appointed and
shall have accepted such appointment, within 30 days after the retiring Agent
gives notice of resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
or licensed under the laws of the United States or of any State thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as an Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as an Agent, the provisions of this

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<PAGE>   51
Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was an Agent hereunder.

                      SECTION 7.9. Fees Payable. The Company shall pay to the
Administrative Agent and to the Arrangers for their own account fees and
expenses in the amounts and at the times previously agreed upon between the
Company and such Agent and Arrangers.

                      SECTION 7.10. Arrangers. None of the Arrangers shall have
any responsibility, obligation or liability under this Agreement.

                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

                      SECTION 8.1. Basis for Determining Interest Rate
Inadequate or Unfair. If on or prior to the first day of any Interest Period for
any CD Loan or Euro-Dollar Loan:

                      (a) the Administrative Agent is advised by the Reference
           Banks that deposits in Dollars (in the applicable amounts) are not
           being offered to the Reference Banks in the relevant market for such
           Interest Period, or

                      (b) Lenders having 50% or more of the aggregate principal
           amount of the affected Loans advise the Administrative Agent that the
           Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as
           the case may be, as determined by the Administrative Agent will not
           adequately and fairly reflect the cost to such Lenders of funding
           their CD Loans or Euro-Dollar Loans, as the case may be, for such
           Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Company and
the Lenders, whereupon until the Administrative Agent notifies the Company that
the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make CD Loans or Euro-Dollar Loans, as the case
may be, or to continue or convert outstanding Loans as or into CD Loans or
Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each
outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted
into a Base Rate Loan on the last day of the then current Interest Period
applicable thereto. Unless the Company notifies the Administrative Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing for
which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, such Borrowing shall instead be made as a Base Rate
Borrowing.

                                       51
<PAGE>   52
                      SECTION 8.2. Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
in any applicable law, rule or regulation, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its Euro- Dollar Lending Office) with any request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, shall make it unlawful or impossible for any
Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Company, whereupon until such Lender notifies the Company and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Lender to make Euro-Dollar Loans, or to
continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be
suspended. Before giving any notice to the Administrative Agent pursuant to this
Section , such Lender shall designate a different Euro-Dollar Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender. If such
notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be
converted to a Base Rate Loan either (a) on the last day of the then current
Interest Period applicable to such Euro-Dollar Loan if such Lender may lawfully
continue to maintain and fund such Loan to such day or (b) immediately if such
Lender shall determine that it may not lawfully continue to maintain and fund
such Loan to such day.

                      SECTION 8.3. Increased Cost and Reduced Return. (a) If, on
or after the date hereof, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency, shall impose, modify
or deem applicable any reserve (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding (i) with respect to any CD Loan any such requirement included in an
applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar
Loan any such requirement included in an applicable Euro-Dollar Reserve
Percentage), special deposit, insurance assessment (excluding, with respect to
any CD Loan, any such requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender (or its Applicable Lending Office) or shall
impose on any Lender (or its Applicable Lending Office) or on the United States
market for certificates of deposit or the London interbank market any other
condition affecting its Fixed Rate Loans, its Note or its obligation to make
Fixed Rate Loans and the result of any of the foregoing is to increase the cost
to such Lender (or its Applicable Lending Office) of making or maintaining any
Fixed Rate

                                       52
<PAGE>   53
Loan, or to reduce the amount of any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or under its Note with
respect thereto, by an amount deemed by such Lender to be material, then, within
15 days after demand by such Lender (with a copy to the Administrative Agent),
the Company shall pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction.

                      (b) If any Lender shall have determined that, after the
date hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Lender (or its Parent) as a consequence of such Lender's
obligations hereunder to a level below that which such Lender (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its 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 (with a copy to the Administrative Agent), the
Company shall pay to such Lender such additional amount or amounts as will
compensate such Lender (or its Parent) for such reduction.

                      (c) Each Lender will promptly notify the Company and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Lender to compensation pursuant to this
Section and will designate a different Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the judgment of such Lender, be otherwise disadvantageous to such Lender. A
certificate of any Lender claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.

                      SECTION 8.4. Taxes. (a) For purposes of this Section 8.4,
the following terms have the following meanings:

                      "Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings with respect to any payment
by the Company pursuant to this Agreement or under any Note, and all liabilities
with respect thereto, excluding (i) in the case of each Lender and each Agent,
taxes imposed on its net income, and franchise or similar taxes imposed on it,
by a jurisdiction under the laws of which such Lender or Agent (as the case may
be) is organized or in which its principal executive office is located or, in
the case of each Lender, in which its Applicable Lending Office is located and
(ii) in the case of each Lender, any United States withholding tax imposed on
any such payments that, for United States federal income tax purposes, are from
United States sources, but only to the extent that such Lender would have been
subject to United States withholding 

                                       53
<PAGE>   54
tax on such payments under the applicable laws and treaties in effect when such
Lender first becomes a party to this Agreement.

                      "Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or similar charges or
levies, which arise from any payment made pursuant to this Agreement or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note.

                      (b) Any and all payments by the Company to or for the
account of any Lender or Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; provided that, if the Company shall be
required by law to deduct any Taxes or Other Taxes from any such payments, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 8.4), such Lender or Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Company shall make such deductions, (iii) the Company shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Company shall furnish to the
Administrative Agent, at its address referred to in Section 9.1, the original or
a certified copy of a receipt evidencing payment thereof.

                      (c) The Company agrees to indemnify each Lender and Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.4) paid by such Lender or Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. In addition, the Company agrees to indemnify each Lender
and Agent for all income taxes otherwise expressly excluded from the definition
of "Taxes" (calculated at the maximum marginal rate applicable to corporations)
to the extent such taxes result from Taxes or Other Taxes that are payable
pursuant to this Section 8.4. Indemnification payments pursuant to this Section 
8.4(c) shall be made within 15 days after such Lender makes written demand
therefor.

                      (d) Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement in the case of each Lender listed on the signature pages
hereof and on or prior to the date on which it becomes a Lender in the case of
each other Lender, and from time to time thereafter if requested in writing by
the Company (but only so long as such Lender remains lawfully able to do so),
shall provide the Company with Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor

                                       54
<PAGE>   55
form prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which exempts such Lender from United States withholding tax or reduces
the rate of withholding tax on payments of interest for the account of such
Lender or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United
States.

                      (e) For any period with respect to which a Lender required
to do so has failed to provide the Company with the appropriate form as required
by Section 8.4(d) (unless such failure is due to a change in treaty, law or
regulation occurring subsequent to the date on which such form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 8.4(b) or 8.4(c) with respect to Taxes imposed by the United
States on payments made by the Company; provided that if a Lender that is
otherwise exempt from or subject to a reduced rate of withholding tax becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Company shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.

                      (f) If the Company is required to pay additional amounts
to or for the account of any Lender pursuant to this Section , then such Lender
will change the jurisdiction of its Applicable Lending Office if, in the
judgment of such Lender, such change (i) will eliminate or reduce any such
additional payment which may thereafter accrue and (ii) is not otherwise
disadvantageous to such Lender.

                      SECTION 8.5. Base Rate Loans Substituted for Affected
Fixed Rate Loans. If (i) the obligation of any Lender to make, or continue or
convert outstanding Loans as or into, Euro-Dollar Loans has been suspended
pursuant to Section 8.2 or (ii) any Lender has demanded compensation under
Sectio 8.3 or 8.4 with respect to its CD Loans or Euro-Dollar Loans and the
Company shall, by at least five Euro-Dollar Business Days' prior notice to such
Lender through the Administrative Agent, have elected that the provisions of
this Section shall apply to such Lender, then, unless and until such Lender
notifies the Company that the circumstances giving rise to such suspension or
demand for compensation no longer exist:

                      (a) all Loans which would otherwise be made by such Lender
           as (or continued as or converted into) CD Loans or Euro-Dollar Loans,
           as the case may be, shall instead be Base Rate Loans (on which
           interest and principal shall be payable contemporaneously with the
           related Fixed Rate Loans of the other Lenders); and

                      (b) after each of its CD Loans or Euro-Dollar Loans, as
           the case may be, has been repaid (or converted to a Base Rate Loan),
           all payments of

                                       55
<PAGE>   56
           principal which would otherwise be applied to repay such Fixed Rate
           Loans shall be applied to repay its Base Rate Loans instead.

If such Lender notifies the Company that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall
be converted into a CD Loan or Euro-Dollar Loan, as the case may be, on the
first day of the next succeeding Interest Period applicable to the related CD
Loans or Euro-Dollar Loans of the other Lenders.

                                    ARTICLE 9

                                  MISCELLANEOUS

                      SECTION 9.1. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of the Company or either Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof, (y) in the case
of any Lender, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, at such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Administrative Agent and the Company. Each such
notice, request or other communication shall be effective (i) if given by telex,
when such telex is transmitted to the telex number specified in this Section and
the appropriate answer back is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section and confirmation of receipt is received, (iii) if given by      
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iv) if given by any other
means, when delivered at the address specified in this Section ; provided that
notices to the Administrative Agent under Article 2 or Article 8 shall not be
effective until received.

                      SECTION 9.2. No Waivers. No failure or delay by any Agent
or any Lender in exercising any right, power or privilege hereunder or under any
Note shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

                      SECTION 9.3. Expenses; Indemnification. (a) The Company
shall pay (i) the fees and disbursements of special counsel for the
Documentation Agent incurred on or prior to the Effective Date in connection
with the preparation of this

                                       56
<PAGE>   57
Agreement, (ii) all out-of-pocket expenses incurred by the Documentation Agent
after the Effective Date, including fees and disbursements of its special
counsel, in connection with the closing hereunder, post-closing distribution of
documents and any waiver or consent hereunder or any amendment hereof or any
Default or alleged Default hereunder and (iii) if an Event of Default occurs,
all out-of-pocket expenses incurred by each Agent (including fees and
disbursements of their respective special counsel) in connection with such Event
of Default and by each Agent and each Lender, including (without duplication)
the fees and disbursements of counsel (including allocated costs of internal
counsel), in connection with collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom.

                      (b) The Company agrees to indemnify each Agent, each
Arranger and each Lender, their respective affiliates and the respective
directors, officers, agents and employees of the foregoing (each an
"Indemnitee") and hold each Indemnitee harmless from and against any and all
liabilities, losses, damages, costs and expenses of any kind, including, without
limitation, the reasonable fees and disbursements of counsel, which may be
incurred by such Indemnitee in connection with any investigative, administrative
or judicial proceeding (whether or not such Indemnitee shall be designated a
party thereto) brought or threatened relating to or arising out of the Tender
Offer, this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for such Indemnitee's own gross negligence or willful misconduct as
determined by a court of competent jurisdiction.

                      SECTION 9.4. Sharing of Set-Offs. Each Lender agrees that
if it shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Note held by it which is greater than the
proportion received by any other Lender in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Lender,
the Lender receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Lenders, and such other
adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Notes held by the Lenders shall be
shared by the Lenders pro rata; provided that nothing in this Section shall
impair the right of any Lender to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of
indebtedness of the Company other than its indebtedness hereunder.

                      SECTION 9.5. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Company and the Required Lenders
(and, if the rights or duties of any Agent are affected thereby, by such Agent);
provided that:

                                       57
<PAGE>   58
                      (a) no such amendment or waiver shall, unless signed by
           all the Lenders, (i) increase or decrease the Commitment of any
           Lender (except for a ratable decrease in the Commitments of all
           Lenders) or subject any Lender to any additional obligation, (ii)
           forgive all or any portion of the principal of or interest on, or
           reduce the rate of interest on, any Loan or any facility fees
           hereunder, (iii) postpone the date fixed for any payment of principal
           of or interest on any Loan or any facility fees hereunder or for the
           termination of the Commitments, (iv) change any provisions of this
           Section 9.5, (v) change any provisions of Section 5.19 or refer to
           any Person other than Circon in the definition of the term
           "Acquisition" or (vi) change the percentage of the Commitments or of
           any other amount or the number of Lenders which shall be required for
           the Lenders, or any of them, to take any action under this Section or
           any other provision of this Agreement;

                      (b) Exhibit F hereto may be amended as provided in 
           Section 4.9; and

                      (c) clause (a)(ii) of this Section shall not apply to any
           amendment pursuant to Section 1.2 for the purpose of eliminating the
           effect of any change in GAAP.

                      SECTION 9.6. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that the Company may
not assign or otherwise transfer any of its rights under this Agreement without
the prior written consent of all Lenders.

                      (b) Any Lender may at any time grant to one or more banks
or other institutions (each a "Participant") participating interests in its
Commitment or any or all of its Loans; provided that no Lender may grant any
such participating interest to a business competitor of the Company. In the
event of any such grant by a Lender of a participating interest to a
Participant, such Lender shall notify the Company and the Administrative Agent
thereof, but such Lender shall remain responsible for the performance of its
obligations hereunder, and the Company and the Agents shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement pursuant to which any Lender may
grant such a participating interest shall provide that such Lender shall retain
the sole right and responsibility to enforce the obligations of the Company
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii) or (iii) of Section 9.5 without the consent of the Participant. The Company
agrees that each Participant shall, to the extent provided in its participation
agreement, be entitled to the benefits of Article 8 with respect to


                                       58
<PAGE>   59
its participating interest. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

                      (c) Any Lender may at any time assign to one or more banks
or other institutions (each an "Assignee") all, or a proportionate part
(equivalent to an initial Commitment of not less than $10,000,000) of all, of
its rights and obligations under this Agreement and the Notes, and such Assignee
shall assume such rights and obligations, pursuant to an Assignment and
Assumption Agreement in substantially the form of Exhibit D hereto executed by
such Assignee and such transferor Lender, with (and subject to) the subscribed
consent of the Company and the Administrative Agent, which shall not be
unreasonably withheld; provided that (i) if an Assignee is an affiliate of such
transferor Lender or was a Lender immediately prior to such assignment, no such
consent shall be required and (ii) no Lender shall make any assignment to a
business competitor of the Company. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Lender of an amount
equal to the purchase price agreed between such transferor Lender and such
Assignee, such Assignee shall be a Lender party to this Agreement and shall have
all the rights and obligations of a Lender with a Credit Exposure as set forth
in such instrument of assumption, and the transferor Lender shall be released
from its obligations hereunder to a corresponding extent, and no further consent
or action by any party shall be required. Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Lender, the
Administrative Agent and the Company shall make appropriate arrangements so
that, if required, a new Note is issued to the Assignee. In connection with any
such assignment, the transferor Lender shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $2,500. If
the Assignee is not incorporated under the laws of the United States or a state
thereof, it shall deliver to the Company and the Administrative Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 8.4.

                      (d) Any Lender may at any time assign all or any portion
of its rights under this Agreement and its Note to a Federal Reserve Bank. No
such assignment shall release the transferor Lender from its obligations
hereunder.

                      (e) No Assignee, Participant or other transferee of any
Lender's rights shall be entitled to receive any greater payment under Section 
8.3 or 8.4 than such Lender would have been entitled to receive with respect to
the rights transferred, unless such transfer is made with the Company's prior
written consent or by reason of the provisions of Section 8.2, 8.3 or 8.4
requiring such Lender to designate a different Applicable Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.


                                       59
<PAGE>   60
                      SECTION 9.7. Confidentiality. Each Lender agrees to use
its reasonable efforts (consistent with its established procedures, if
reasonable) to (i) keep confidential all non-public information received by it
from the Company which has been identified (or may from time to time be
identified) as "confidential" by the Company in writing (herein called
"Confidential Information") and (ii) not disclose, or cause to be disclosed,
such Confidential Information to third parties or use such Confidential
Information competitively against the Company or in violation of federal
securities laws; provided that the provisions of this Section shall not apply to
any Confidential Information that becomes generally available to the public
other than as a result of a disclosure or other action or omission by any of the
Lenders or any of their respective affiliates. Any Lender may disclose
Confidential Information to any prospective permitted transferee of any of its
interests hereunder if such permitted transferee shall, prior to such
disclosure, agree in writing for the benefit of the Company to hold such
Confidential Information confidential subject to the terms of this
Section . Each Lender may disclose Confidential Information as required by any
applicable law, governmental rule or governmental regulation or by court order
or by any governmental authority or as such Lender may reasonably deem
necessary or desirable in its dealings with any governmental authority. Each
Lender may disclose Confidential Information (x) to its Parent, its affiliates,
its legal counsel or its independent auditors who agree to hold such
Confidential Information confidential subject to the terms set forth in this
Section (and each Lender agrees to use its reasonable efforts (consistent with
its established procedures, if reasonable) to ensure that each Person to whom
it makes disclosure pursuant to this sentence shall keep such Confidential
Information confidential on such terms) or (y) in the course of any litigation
relating to this Agreement if such Lender is a party to such litigation. Each
Lender may also disclose Confidential Information to its directors, trustees,
employees, agents, attorneys and accountants who would ordinarily have access
to such data and information in the normal course of the performance of their
duties. Notwithstanding anything in the foregoing to the contrary, no Lender
shall be liable to the Company or any other Person for damages arising from the
disclosure of Confidential Information despite compliance by such Lender with
this Section.

                      SECTION 9.8. Collateral. Each of the Lenders represents to
the Agents and each of the other Lenders that it in good faith is not relying
upon any "margin stock" (as defined in Regulation U) as collateral in the
extension or maintenance of the credit provided for in this Agreement.

                      SECTION 9.9. Governing Law; Submission to Jurisdiction.
This Agreement and each Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of law
rules of such State. The Company hereby submits to the jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement, the Notes or the
transactions contemplated hereby. The Company irrevocably waives, to the fullest
extent permitted by law, any objection

                                       60
<PAGE>   61
which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

                      SECTION 9.10. Counterparts; Integration; Effectiveness.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement constitutes the entire agreement
and understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective upon (i) receipt by the
Documentation Agent of counterparts hereof signed by each of the parties hereto
(or, in the case of any party as to which an executed counterpart shall not have
been received, receipt by the Documentation Agent in a form satisfactory to it
of telex, facsimile or other written confirmation from such party of execution
of a counterpart hereof by such party) and (ii) receipt by the Administrative
Agent (for the account of the Lenders ratably according to their Commitments) of
an upfront fee of 0.05% of the aggregate amount of the Commitments.

                      SECTION 9.11. WAIVER OF JURY TRIAL. EACH OF THE COMPANY,
THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                      SECTION 9.12. COMMERCIAL TRANSACTION; WAIVER OF RIGHTS.
THE COMPANY ACKNOWLEDGES THAT THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY CONSTITUTE COMMERCIAL TRANSACTIONS WITHIN THE MEANING OF SECTION 52-278A
OF THE CONNECTICUT GENERAL STATUTES. THE COMPANY EXPRESSLY WAIVES ANY AND ALL
RIGHTS TO PRIOR NOTICE AND A PRIOR HEARING IN CONNECTION WITH ANY PREJUDGMENT
REMEDY AVAILABLE TO THE LENDERS OR THE AGENTS UNDER SECTIONS 52-278A TO 52-278G,
INCLUSIVE, OF THE CONNECTICUT GENERAL STATUTES AND ANY AND ALL CONSTITUTIONAL
RIGHTS WITH RESPECT TO SUCH PRIOR NOTICE AND HEARING. THE FOREGOING WAIVER DOES
NOT AFFECT THE COMPANY'S RIGHTS TO A SUBSEQUENT NOTICE AND HEARING.


                                       61
<PAGE>   62
                      IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                  UNITED STATES SURGICAL CORPORATION

                                  By:        /s/ Richard A. Douville
                                             ----------------------------------
                                             Title: Chief Financial Officer
                                             150 Glover Avenue
                                             Norwalk, Connecticut 06856
                                             Attn: Treasurer
                                             Facsimile number:  (203) 845-0315

$14,000,000                       BANK OF AMERICA ILLINOIS

                                  By:        /s/ Wendy L. Loring
                                             ----------------------------------
                                             Title: Vice President

$14,000,000                        THE BANK OF NEW YORK

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

$14,000,000                       MORGAN GUARANTY TRUST COMPANY OF
                                NEW YORK


                                  By:        /s/ Penelope J.B. Cox 
                                             ----------------------------------
                                             Title: Vice President


                                       62
<PAGE>   63
$14,000,000                       NATIONSBANK, N.A.

                                  By:        /s/ Lucine Kirchhoff
                                             ----------------------------------
                                             Title: Senior Vice President

$10,200,000                       BANK OF BOSTON CONNECTICUT

                                  By:        /s/ W. Lincoln Schoff, Jr.
                                             ----------------------------------
                                             Title: Director

$10,200,000                       THE DAI-ICHI KANGYO BANK, LTD.

                                  By:        /s/ Thomas M. Fennessey
                                             ----------------------------------
                                             Title: Assistant Vice President

$10,200,000                       THE FUJI BANK, LIMITED,
                                    NEW YORK BRANCH

                                  By:        /s/ Masanabu Kobayashi
                                             ----------------------------------
                                             Title: Vice President & Manager

$10,200,000                       THE INDUSTRIAL BANK OF JAPAN
                                    TRUST COMPANY

                                  By:        /s/ J. Kenneth Biegen
                                             ----------------------------------
                                             Title: Senior Vice President


                                       63
<PAGE>   64
$10,200,000                       SUNTRUST BANK, ATLANTA

                                  By:        /s/ Craig W. Farnsworth 
                                             ----------------------------------
                                             Title: Vice President & Manager

$9,000,000                        BANK OF TOKYO-MITSUBISHI LTD,
                                    NEW YORK BRANCH

                                  By:        /s/ Sharon Fountain 
                                             ----------------------------------
                                             Title: Attorney-In-Fact

$9,000,000                        BANQUE NATIONALE DE PARIS

                                  By:        /s/ Sophie Revillard Kaufman 
                                             ----------------------------------
                                             Title: Vice President

                                  By:        /s/ Gwen Abbott 
                                             ----------------------------------
                                             Title: Assistant Vice President

$9,000,000                        THE CHASE MANHATTAN BANK, A NEW
                        YORK BANKING CORPORATION,
                                  FORMERLY KNOWN AS CHEMICAL BANK,
                                  SUCCESSOR-BY-MERGER TO THE
                                  CHASE MANHATTAN BANK
                                  (NATIONAL ASSOCIATION)

                                  By:        /s/ Joan F. Garvin 
                                             ----------------------------------
                                             Title: Vice President

                                       64
<PAGE>   65
$9,000,000                        CORESTATES BANK, N.A.

                                  By:        /s/ Brian M. Haley 
                                             ----------------------------------
                                             Title: Vice President

$9,000,000                        CREDITANSTALT CORPORATE FINANCE, INC.

                                  By:        /s/ Clifford L. Wells 
                                             ----------------------------------
                                             Title: Vice President

                                  By:        /s/ Stacy Harmon 
                                             ----------------------------------
                                             Title: Senior Associate

$9,000,000                        MELLON BANK, N.A.

                                  By:        /s/ John Paul Marotta 
                                             ----------------------------------
                                             Title: Assistant Vice President

$9,000,000                        THE SUMITOMO BANK, LTD. -
                                    NEW YORK BRANCH


                                  By:        /s/ Yoshinori Kawamura 
                                             ----------------------------------
                                             Title: Joint General Manger



                                       65
<PAGE>   66
$5,000,000                        BANCA POPOLARE DI MILANO -
                                    NEW YORK BRANCH


                                  By:        /s/ Anthony Franco 
                                             ----------------------------------
                                             Title: Executive Vice President
                                                        & General Manager

                                  By:        /s/ Fulvio Montanari 
                                             ----------------------------------
                                             Title: First Vice President

                                  THE BANK OF NEW YORK,
                                    as Administrative Agent

                                  By:        /s/ David C. Judge 
                                             ----------------------------------
                                             Title: Vice President
                                              Address: 1 Wall Street, 22nd Floor
                                                         New York, NY 10286
                                              Attention: David C. Judge
                                              Facsimile number: (212) 635-6999

                                  MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK,

                                     as Documentation Agent

                                  By:        /s/ Penelope J.B. Cox 
                                             ----------------------------------
                                             Title: Vice President
                                              60 Wall Street
                                              New York, New York 10260
                                              Attention:
                                              Facsimile number: (212) 648-5018

                                       66