<Page>

                                                                    EXHIBIT 10.2

                                                                [CONFORMED COPY]


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


                               U.S.$1,500,000,000


                       364-DAY REVOLVING CREDIT AGREEMENT


                                   dated as of


                                January 31, 2003


                                      among


                         TYCO INTERNATIONAL GROUP S.A.,
                                    Borrower

                            TYCO INTERNATIONAL LTD.,

                       SENSORMATIC ELECTRONICS CORPORATION
                            SCOTT TECHNOLOGIES, INC.
                                INNERDYNE, INC.,
                          Parent Subsidiary Guarantors

                             BANK OF AMERICA, N.A.,
                              Administrative Agent

                      MORGAN STANLEY SENIOR FUNDING, INC.,
                                Syndication Agent

                              JPMORGAN CHASE BANK,
                               Documentation Agent

                                       and

                         BANC OF AMERICA SECURITIES LLC
                      MORGAN STANLEY SENIOR FUNDING, INC.,
                              Joint Lead Arrangers


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

                      Tyco Credit Agreement (364-Day 2003)

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                           <C>
                                    ARTICLE 1
                                   DEFINITIONS
Section 1.01. Definitions......................................................1
Section 1.02. Accounting Terms and Determinations.............................27
Section 1.03. Types of Loans and Borrowings...................................28
Section 1.04. Letter of Credit Amounts........................................28
Section 1.05. Times of Day....................................................28
Section 1.06. Currency Equivalents Generally..................................28

                                    ARTICLE 2
                                   THE CREDITS
Section 2.01. Commitments to Lend.............................................28
Section 2.02. Notice of Borrowing.............................................29
Section 2.03. Notice to Banks; Funding of Loans...............................29
Section 2.04. Letters of Credit...............................................30
Section 2.05. Promissory Notes................................................37
Section 2.06. Maturity of Loans...............................................38
Section 2.07. Interest Rates; Market-Based Premium............................38
Section 2.08. Fees............................................................38
Section 2.09. Optional Termination or Reduction of Commitments................39
Section 2.10. Mandatory Termination of Commitments............................39
Section 2.11. Prepayments.....................................................39
Section 2.12. General Provisions as to Payments...............................40
Section 2.13. Funding Losses..................................................42
Section 2.14. Computation of Interest and Fees................................42
Section 2.15. Regulation D Compensation.......................................42
Section 2.16. Method of Electing Interest Rates...............................42

                                    ARTICLE 3
                                   CONDITIONS
Section 3.01. Effectiveness...................................................44
Section 3.02. Borrowings......................................................45

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES
Section 4.01. Corporate Existence and Power...................................46
Section 4.02. Corporate and Governmental Authorization; No Contravention......46
Section 4.03. Binding Effect..................................................47
Section 4.04. Financial Information...........................................47
Section 4.05. Litigation......................................................47
Section 4.06. Compliance with ERISA...........................................47
Section 4.07. Environmental Matters...........................................48
Section 4.08. Taxes...........................................................48
</Table>

                      Tyco Credit Agreement (364-Day 2003)

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                                       ii

<Table>
<S>                                                                           <C>
Section 4.09. Subsidiaries....................................................48
Section 4.10. Not an Investment Company.......................................49
Section 4.11. Full Disclosure.................................................49
Section 4.12. Obligations to Be Pari Passu....................................49
Section 4.13. Ownership of Property...........................................49
Section 4.14. Intellectual Property; Licenses, Etc............................49
Section 4.15. Casualty, Etc...................................................49
Section 4.16. Subsidiary Guarantors...........................................50

                                    ARTICLE 5
                                    COVENANTS
Section 5.01. Information.....................................................50
Section 5.02. Payment of Obligations..........................................51
Section 5.03. Maintenance of Property; Insurance..............................52
Section 5.04. Conduct of Business and Maintenance of Existence................52
Section 5.05. Compliance with Laws............................................53
Section 5.06. Inspection of Property, Books and Records.......................53
Section 5.07. Limitation on Restrictions on Subsidiary Dividends and Other
                  Distributions...............................................53
Section 5.08. Debt............................................................54
Section 5.09. Financial Covenants.............................................55
Section 5.10. Restrictions on Liens...........................................56
Section 5.11. Consolidations, Mergers and Sales of Assets.....................57
Section 5.12. Transactions with Affiliates....................................58
Section 5.13. Restricted Payments.............................................59
Section 5.14. Subsidiary Guarantors; Covenant to Give Guarantee and
                  Pari Passu Guarantees.......................................59
Section 5.15. Use of Proceeds.................................................60
Section 5.16. Limitations on Sale and Leaseback Transactions..................60
Section 5.17. Investments.....................................................60
Section 5.18. Five-Year Credit Agreement......................................60
Section 5.19. Negative Pledge.................................................60

                                    ARTICLE 6
                                    DEFAULTS
Section 6.01. Events of Default...............................................60
Section 6.02. Remedies upon Event of Default..................................63
Section 6.03. Application of Funds............................................64
Section 6.04. Notice of Default...............................................65

                                    ARTICLE 7
                                   THE AGENTS
Section 7.01. Appointment and Authorization of the Agents.....................65
Section 7.02. Delegation of Duties............................................66
Section 7.03. Liability of Agents.............................................66
Section 7.04. Reliance by Agents..............................................66
Section 7.05. Notice of Default...............................................67
</Table>

                      Tyco Credit Agreement (364-Day 2003)

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                                       iii

<Table>
<S>                                                                           <C>
Section 7.06. Credit Decision; Disclosure of Information by Agent.............67
Section 7.07. Indemnification of Agents.......................................67
Section 7.08. Agents in Their Individual Capacity.............................68
Section 7.09. Successor Administrative Agent..................................68
Section 7.10. Administrative Agent May File Proofs of Claim...................69
Section 7.11. Guarantee Matters...............................................70
Section 7.12. Other Agents; Arrangers and Managers............................70

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES
Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair........71
Section 8.02. Illegality......................................................71
Section 8.03. Increased Cost and Reduced Return...............................72
Section 8.04. Taxes...........................................................73
Section 8.05. Base Rate Loans Substituted for Euro-Dollar Loans...............74
Section 8.06. Substitution of Bank............................................74

                                    ARTICLE 9
                                  MISCELLANEOUS
Section 9.01. Notices and Other Communications; Facsimile Copies..............75
Section 9.02. No Waivers......................................................76
Section 9.03. Expenses; Indemnification.......................................76
Section 9.04. Sharing of Set-Offs; Payments Set Aside.........................77
Section 9.05. Amendments and Waivers..........................................78
Section 9.06. Successors and Assigns..........................................79
Section 9.07. Collateral......................................................83
Section 9.08. Governing Law...................................................83
Section 9.09. Counterparts; Integration.......................................83
Section 9.10. Waiver of Jury Trial............................................83
Section 9.11. Judgment Currency...............................................83
Section 9.12. Judicial Proceedings............................................84
Section 9.13. Loans and Unreimbursed Drawings.................................85
Section 9.14. Confidentiality.................................................85
Section 9.15. No Challenges...................................................86

                                   ARTICLE 10
                                    GUARANTEE
Section 10.01. The Guarantee..................................................86
Section 10.02. Guarantee Unconditional........................................87
Section 10.03. Discharge Only upon Payment in Full; Reinstatement in
                  Certain Circumstances.......................................88
Section 10.04. Waivers and Acknowledgments by the Guarantors..................89
Section 10.05. Subrogation....................................................89
Section 10.06. Stay of Acceleration...........................................90
</Table>

                      Tyco Credit Agreement (364-Day 2003)

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                                       iv

SCHEDULES

Schedule I        -     Pricing
Schedule II       -     Commitments
Schedule III      -     Existing Letters of Credit
Schedule 4.05     -     Existing Litigation
Schedule 9.01     -     Administrative Agent's Office, Certain Addresses for
                        Notices

EXHIBITS

Exhibit A       -   Promissory Note
Exhibit B-l     -   Notice of Borrowing
Exhibit B-2     -   Notice of Issuance
Exhibit C-l     -   Opinion of General Counsel of the Parent
Exhibit C-2     -   Opinion of Special New York Counsel to the Parent and the
                    Borrower
Exhibit D       -   Opinion of Special Counsel for the Borrower
Exhibit E       -   Opinion of Special Counsel for the Parent
Exhibit F       -   Assignment and Assumption Agreement
Exhibit G-l     -   Form of Subsidiary Guarantee
Exhibit G-2     -   Form of Borrower Subsidiary Guarantee
Exhibit H       -   Form of Cash Collateral Account Agreement
Exhibit I       -   Form of Joinder Agreement
Exhibit J       -   Form of L/C Report
Exhibit K       -   Form of Opinion of Counsel(s) to Subsidiary Guarantors)

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                       364-DAY REVOLVING CREDIT AGREEMENT

          This CREDIT AGREEMENT is entered into as of January 31, 2003 among
TYCO INTERNATIONAL GROUP S.A., as Borrower, TYCO INTERNATIONAL LTD., SENSORMATIC
ELECTRONICS CORPORATION, SCOTT TECHNOLOGIES, INC. and INNERDYNE, INC., as Parent
Subsidiary Guarantors, the BANKS listed on the signature pages hereof and BANK
OF AMERICA, N.A., as Agent and initial L/C Issuer.

          The Borrower has requested that the Banks provide a revolving credit
facility in an aggregate principal amount of U.S.$1,500,000,000, and the Banks
are willing to do so on the terms and conditions set forth herein.

          In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

          Section 1.01. DEFINITIONS. The following terms, as used herein, have
the following meanings:

          "ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME" on any date means the
amount of "Accumulated Other Comprehensive (Loss) Income" of the Parent and its
Subsidiaries as of the end of the most recently completed fiscal quarter of the
Parent prior to such date of determination determined on a consolidated basis in
accordance with GAAP.

          "ADDITIONAL SUBSIDIARY GUARANTOR" has the meaning set forth in SECTION
5.14(b)

          "ADMINISTRATIVE AGENT" means Bank of America, N.A. in its capacity as
administrative agent for the Banks under the Financing Documents, any successor
agent that becomes the Administrative Agent pursuant to SECTION 7.09, and the
respective corporate successors of the foregoing acting in such capacity.

          "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's
address, and, as appropriate, account as set forth on SCHEDULE 9.01, or such
other address or account as the Administrative Agent may from time to time
notify the Borrower and the Banks.

          "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

          "AFFILIATE" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls the Parent (a "CONTROLLING PERSON") or (ii)
any Person (other than the Parent or a Subsidiary) which is controlled by or is
under common control with a Controlling Person. As used herein, the term
"CONTROL" means possession, directly or indirectly, of the

                      Tyco Credit Agreement (364-Day 2003)

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                                        2

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. The fact that an Affiliate of a Person is a member of a law firm that
renders services to such Person or its Affiliates does not mean that the law
firm is an Affiliate of such Person.

          "AFFILIATE TRANSACTIONS" has the meaning set forth in SECTION 5.12.

          "AGENTS" means the Administrative Agent, MSSF, in its capacity as
syndication agent hereunder and JPMorgan Chase Bank, in its capacity as
documentation agent hereunder, and their respective successors and assigns.

          "AGENT-RELATED PERSONS" means the Administrative Agent and MSSF, in
its capacity as syndication agent, together with their respective Affiliates
(including, in the case of Bank of America in its capacity as the Administrative
Agent, BAS), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

          "ALPHA" means Tyco International Finance Alpha GmbH, a Swiss
corporation.

          "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in
the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

          "APPROVED FUND" means any Fund that is administered or managed by (i)
a Bank, (ii) an affiliate of a Bank or (iii) an entity or an affiliate of an
entity that administers or manages a Bank.

          "ASSIGNEE" means (i) a Bank; (ii) a Bank Affiliate; (iii) an Approved
Fund; and (iv) any other Person (other than a natural person) approved by (a)
the Administrative Agent and (b) the L/C Issuers (each such approval not to be
unreasonably withheld or delayed); PROVIDED that notwithstanding the foregoing,
"Assignee" shall not include the Borrower or any of the Borrower's Affiliates or
Subsidiaries.

          "ASSIGNMENT AND ASSUMPTION AGREEMENT" has the meaning set forth in
SECTION 9.06(b).

          "ATTORNEY COSTS" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

          "ATTRIBUTABLE DEBT" shall mean, as of the date of its determination,
the present value (discounted at an interest rate implicit in the terms of the
lease) of the obligation of a lessee for rental payments pursuant to any Sale
and Leaseback Transaction during the remaining term of such Sale and Leaseback
Transaction (including any period for which the lease relating thereto has been
extended), such rental payments not to include amounts payable by the lessee for
maintenance and repairs, insurance, taxes, assessments and similar charges and
for contingent rents (such as those based on sales).

          "AUTO-RENEWAL LETTER OF CREDIT" has the meaning set forth in SECTION
2.04(b)(iii).

                      Tyco Credit Agreement (364-Day 2003)

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                                        3

          "AVAILABILITY PERIOD" means the period from and including the
Effective Date to the earliest of (i) the Termination Date, (ii) the date of
termination of the Commitments pursuant to SECTION 2.09 or 2.10, and (iii) the
date of termination of the commitment of each Bank to make Loans and of the
obligation of the L/C Issuers to make L/C Credit Extensions pursuant to SECTION
6.02.

          "AVERAGE TRADING PRICE" means the average of the trading prices that
are obtained by the Co-Agents from the trading desks of SSB, Morgan Stanley and
B AS for the Benchmark Notes for the period often consecutive trading days
ending on the third Business Day prior to a Quarterly Payment Date; PROVIDED,
HOWEVER, that in the event no trading in the Benchmark Notes is reported for any
of such ten trading days, the Co-Agents shall utilize the average of the "bid"
and "ask" quotes as of 10:00 a.m. on such day obtained by the Co-Agents from the
trading desks of SSB, Morgan Stanley and BAS for each such day in determining
the Average Trading Price as of such Quarterly Payment Date.

          "BANK" means each financial institution listed on the signature pages
hereof, each Assignee which becomes a Bank pursuant to SECTION 9.06(b), and the
respective corporate successors of the foregoing.

          "BANK AFFILIATE" means, with respect to any Agent or any Bank, any
Person controlling, controlled by or under common control with such Agent or
such Bank, as the case may be.

          "BANK OF AMERICA" means Bank of America, N.A. and its successors.

          "BANK PARENT" means, with respect to any Bank, any Person controlling
such Bank.

          "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar foreign,
federal or state law for the relief of debtors and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally.

          "BAS" means Banc of America Securities LLC.

          "BASE RATE" means for any day a fluctuating rate per annum equal to
the higher of (i) the Federal Funds Rate PLUS 1/2 of 1% and (ii) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its "prime rate." The "prime rate" is a rate set by Bank of
America based upon various factors including Bank of America's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

          "BASE RATE LOAN" means a Loan which bears interest at the Base Rate
pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election or the provisions of SECTION 2.07(a) or ARTICLE 8.

                      Tyco Credit Agreement (364-Day 2003)

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                                        4

          "BASE RATE MARGIN" has the meaning specified in the Pricing Schedule.

          "BENCHMARK NOTES" means the Borrower's Senior Notes due February 15,
2006.

          "BERMUDA COMPANIES LAW" means every Bermuda statute from time to time
in force concerning companies insofar as the same applies to the Parent.

          "BORROWER" means Tyco International Group S.A., a Luxembourg company,
and its successors.

          "BORROWER SUBSIDIARY GUARANTEE" means the Guarantee made by the
Borrower Subsidiary Guarantors in favor of the Agents, the L/C Issuers and the
Banks substantially in the form of EXHIBIT G-2 hereto as it may be amended,
restated, supplemented or otherwise modified from time to time.

          "BORROWER SUBSIDIARY GUARANTEE SUPPLEMENT" means the guarantee
supplement attached as Exhibit A to the Borrower Subsidiary Guarantee pursuant
to which, upon the execution and delivery thereof by a Subsidiary of the
Borrower, such Person shall become a party to the Borrower Subsidiary Guarantee
and a Borrower Subsidiary Guarantor thereunder.

          "BORROWER SUBSIDIARY GUARANTORS" means ADT Security Services, Inc.,
Tyco Plastics LP, SimplexGrinnell LP, Tyco Electronics Corporation, Mallinckrodt
Inc., Tyco Healthcare Retail Group, Inc., Tyco Healthcare Group LP, Alpha and
Tyco Group S.a.r.l.

          "BORROWER'S DEBT SECURITIES" means the Borrower's senior unsecured
long-term debt securities without third-party credit enhancement.

          "BORROWING" has the meaning set forth in SECTION 1.03.

          "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks are authorized to close under the laws of, or are
in fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Euro-Dollar Loan, means any such day on which
dealings in U.S. dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

          "CASH COLLATERAL ACCOUNT" means a blocked, non-interest-bearing
deposit account (deposits in which account maybe invested from time to time in
U.S. dollar-denominated Cash Equivalents) at Bank of America (or another
commercial bank or financial institution consented to by the L/C Issuer of the
Letter of Credit in respect of which cash collateral is required to be delivered
hereunder) for the benefit of such L/C Issuer and the Banks in the name of the
Borrower and under the sole dominion and control of the Administrative Agent,
and otherwise established in a manner satisfactory to such L/C Issuer, and shall
include the securities account through which such U.S. dollar-denominated Cash
Equivalents on deposit are invested.

          "CASH COLLATERAL ACCOUNT AGREEMENT" has the meaning specified in
SECTION 2.04(g).

                      Tyco Credit Agreement (364-Day 2003)

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                                        5

          "CASH COLLATERALIZE" has the meaning specified in SECTION 2.04(g).

          "CASH EQUIVALENTS" means any of the following types of Investments, to
the extent owned by the Parent or any of its Subsidiaries free and clear of all
Liens (other than Liens created or permitted under the Financing Documents):

          (i)     readily marketable obligations issued or directly and fully
     guaranteed or insured by (A) the United States of America or any agency or
     instrumentality thereof having remaining terms to maturity of not more than
     three years from the date of acquisition thereof or (B) in the case of an
     Investment of funds held in the ordinary course of business by the Borrower
     or a Subsidiary outside the United States, the government of the country in
     which such funds are held (or any political subdivision thereof) which
     obligations have a rating from S&P of at least "AA-" or at least "Aa3" from
     Moody's, or in the event such obligations are not rated by S&P or Moody's,
     such government or such political subdivision thereof has a rating from S&P
     of at least "AA-" or at least "Aa3" from Moody's, in each case with a
     remaining term to maturity of not more than three years from the date of
     acquisition thereof;

          (ii)    time deposits with, or certificates of deposit or bankers'
     acceptances of, any commercial bank or other depository institution that
     (i) is a Bank or (ii) has a rating from S&P of at least "A" or at least
     "A2" from Moody's, in each case with a remaining term to maturity of not
     more than one year from the date of acquisition thereof;

          (iii)   repurchase obligations with respect to any security described
     in clause (i) above entered into with any entity described in clause (ii)
     above and with a remaining term to maturity of not more than 30 days from
     the date of acquisition thereof;

          (iv)    commercial paper having a rating at the time of acquisition
     thereof of at least "A-l" from S&P or "Prime-1" from Moody's, in each case
     with a maturity of not more than 270 days from the date of issuance
     thereof;

          (v)     corporate debt securities having a rating at the time of
     acquisition thereof of at least "AA-" from S&P or at least "Aa3" from
     Moody's, in each case with a remaining term to maturity of not more than
     three years from the date of acquisition thereof;

          (vi)    asset-backed debt securities having a rating at the time of
     acquisition thereof of at least (a) "AAA-" from S&P or at least "Aaa" from
     Moody's in the case of long-term asset-backed debt securities; PROVIDED
     that the weighted average life of all such securities shall be not more
     than three years at any time or (b) "A-l" from S&P or at least "Prime-1"
     from Moody's in the case of asset-backed commercial paper, in each case
     with a remaining term to maturity of not more than 270 days, and in each
     case that are publicly registered or eligible for private placement under
     Rule 144A, Regulation D or Regulation S, respectively, under the Securities
     Act of 1933, as amended, or are otherwise exempt from or not subject to the
     registration requirements of the Securities Act of 1933, as amended;

                      Tyco Credit Agreement (364-Day 2003)

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                                        6

          (vii)   mortgage-backed securities having a rating at the time of
     acquisition thereof of at least "AAA" from S&P or at least "Aaa" from
     Moody's; PROVIDED that the weighted average life of all such securities
     shall be not more than three years at any time and such securities are
     publicly registered or eligible for private placement under Rule 144A,
     Regulation D or Regulation S, respectively, under the Securities Act of
     1933, as amended, or are otherwise exempt from or not subject to the
     registration requirements of the Securities Act of 1933, as amended;

          (viii)  tax-exempt bonds having a rating at the time of acquisition
     thereof of at least "A-l" from S&P or at least "MIG1" from Moody's, in each
     case with a remaining term to maturity of not more than three years from
     the date of acquisition thereof;

          (ix)    Investments, classified in accordance with GAAP as current
     assets of the Borrower or any of its Subsidiaries, in money market funds
     which, in the case of Investments of assets held in the United States, are
     registered under the Investment Company Act of 1940, as amended, and
     operate under Rule 2a-7 of that Act, and which, in the case of Investments
     of assets held in the ordinary course of business outside the United
     States, follow policies (consistent with local law, custom and practice)
     similar to those followed by United States based money market funds that
     operate under said Rule 2a-7, which funds in either case (a) have
     portfolios limited solely to Investments of the character, quality and
     maturities described in clauses (i), (ii), (iii) and (iv) of this
     definition or (b) are rated, with a rating of at least "AAA" from S&P or at
     least "Aaa" from Moody's (or, in the case of assets held outside the United
     States, have a rating of at least "AAA" from S&P or at least "Aaa" from
     Moody's or, if not rated by either S&P or Moody's, have a rating of at
     least "AAA" from Fitch Ratings or, if not rated by any of S&P, Moody's or
     Fitch Ratings, such rating as maybe equivalent thereto) except that (A) up
     to 15% of the portfolio of any such fund may be Investments of the type
     described in clause (iv) but having a rating of at least "A-2" from S&P or
     at least "Prime-2" from Moody's (or, in the case of assets held outside the
     United States, have a rating of at least "A-2" from S&P or at least
     "Prime-2" from Moody's or, if not rated by either S&P or Moody's, have a
     rating of at least "A-2" from Fitch Ratings or, if not rated by any of S&P,
     Moody's or Fitch Ratings, such rating as may be equivalent thereto) and (B)
     maturities of individual Investments of any such fund may exceed the
     otherwise permitted maturities (but may in no event exceed one year) so
     long as the weighted average maturity of the portfolio does not exceed 120
     days at any time; and

          (x)     for a period of three months following the Effective Date,
     cash equivalents denominated in U.S. dollars and other freely tradable
     currencies owned on the date hereof and for a period of six months
     following the Effective Date, all other cash equivalents of the Parent and
     its Subsidiaries owned on the date hereof that, in each case, would not
     otherwise be Cash Equivalents.

Each reference in this definition to a particular rating category shall be
deemed to refer to the then equivalent category if the applicable rating
agency's ratings categories have changed after the date hereof. Each Cash
Equivalent shall be denominated in U.S. dollars or a freely tradable foreign
currency, other than to the extent (a) required by law or (b) that the funds
used to make such Investment are already in a currency that is not freely
tradable and either (1) may not be

                      Tyco Credit Agreement (364-Day 2003)

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                                        7

readily or economically converted to another freely tradable currency or (2) are
reasonably needed in the operations of the business by which such funds were
generated.

          "CO-AGENT" means each of the Administrative Agent and MSSF in its
capacity as syndication agent.

          "COMMITMENT" means, (i) with respect to each Bank listed on the
Commitment Schedule, its obligation to make Loans to the Borrower pursuant to
SECTION 2.01 (a) and purchase participations in L/C Obligations, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite the name of such Bank on the Commitment Schedule and (ii) with respect
to any Assignee, the amount of the Commitment assumed by it pursuant to SECTION
9.06(b), as the case may be, in each case as such amount may be changed from
time to time pursuant to SECTION 2.09, 2.10 or 9.06(b).

          "COMMITMENT FEE RATE" means a rate per annum equal to 0.50%.

          "COMMITMENT PERCENTAGE" means, with respect to each Bank, the
percentage equivalent of a fraction the numerator of which is the amount of its
Commitment and the denominator of which is the aggregate amount of the
Commitments of all Banks; PROVIDED that if the commitment of each Bank to make
Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have
been terminated pursuant to SECTION 6.02, then the Commitment Percentage of each
Bank shall be determined based on the Commitment Percentage of such Bank
immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof.

          "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto as
SCHEDULE II.

          "COMPENSATION PERIOD" has the meaning set forth in SECTION
2.12(b)(ii).

          "CONDUIT" means a special purpose corporation which is engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business.

          "CONDUIT DESIGNATION" has the meaning set forth in SECTION 9.06(g).

          "CONSENTS" has the meaning set forth in SECTION 4.01.

          "CONSOLIDATED ASSETS" means, at any time, the total assets of the
Parent and its Subsidiaries, determined on a consolidated basis as of such time.

          "CONSOLIDATED DEBT" means, at any date, all Debt of the Parent and its
Subsidiaries (without duplication) as of such date; PROVIDED that (i) if a
Permitted Receivables Transaction is outstanding at such date and is accounted
for as a sale of accounts receivable under GAAP, Consolidated Debt determined as
aforesaid shall be adjusted to include the additional Debt, determined on a
consolidated basis as of such date, which would have been outstanding at such
date had such Permitted Receivables Transaction been accounted for as a
borrowing at such date, (ii) Consolidated Debt shall in any event include any
Preferred Stock held by a Person other than the Parent or a Wholly Owned
Subsidiary, at the higher of its

                      Tyco Credit Agreement (364-Day 2003)

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                                        8

voluntary or involuntary liquidation value and (iii) Consolidated Debt shall not
include (u) Debt in respect of Pari Passu Guarantees, (v) Debt of a joint
venture, partnership or similar entity which is Guaranteed by the Parent or a
Subsidiary solely by virtue of the joint venture, partnership or similar
arrangement with respect to such entity or by operation of applicable law (and
not otherwise) so long as the aggregate outstanding principal amount of such
excluded Debt at any date does not exceed U.S.$50,000,000, (w) (1) Letters of
Credit identified by the L/C Issuer thereof to the Administrative Agent as
Performance L/Cs or other letters of credit, bank guarantees and similar
instruments that the Borrower has identified to the Administrative Agent as
supporting Performance Obligations of the Parent or any of its Subsidiaries and
has provided such other information reasonably requested by the Administrative
Agent to support such conclusion, (2) letters of credit (or Letters of Credit),
bank guarantees or similar instruments to the extent the underlying
reimbursement obligation of the Parent or any of its Subsidiaries has been
secured by cash or Cash Equivalents and (3) any Letter of Credit or other letter
of credit (a "backstop 1/c") under which the beneficiary is the issuer of a
letter of credit, bank guarantee or similar instrument (an "underlying 1/c") to
the extent that the underlying 1/c is (A) issued for the account of the Parent
or a Subsidiary, (B) constitutes Consolidated Debt and (C) is in the same amount
as the backstop 1/c, (x) Consolidated Debt in respect of Permitted Project
Financings in an aggregate amount not to exceed the lesser of U.S.$250,000,000
and the dollar amount of such Permitted Project Financings excluded under the
Five-Year Credit Agreement from "Consolidated Debt" as such term is defined in
the Five-Year Credit Agreement pursuant to an amendment thereunder to
specifically permit such exclusion, (y) Attributable Debt incurred on and after
January 1, 2003 to the extent the aggregate amount thereof does not exceed
U.S.$200,000,000 and (z) Intercompany Debt.

          "CONSOLIDATED EBIT" means, for any fiscal period, an amount equal to
Consolidated Net Income for such period PLUS the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Expense for such period and (ii) the provision for federal, state, local and
foreign income taxes payable by the Parent and its Subsidiaries for such period

          "CONSOLIDATED EBITDA" means, for any fiscal period, Consolidated EBIT
for such period PLUS (a) the amount of depreciation and amortization expense
deducted in determining Consolidated Net Income for such period, (b) the amount
of rental payments with respect to Synthetic Lease Obligations deducted in
determining such Consolidated Net Income, (c) other noncash expenses of the
Parent and its Subsidiaries reducing such Consolidated Net Income that do not
represent a cash item in such period or any future period and (d) Specified
Charges to the extent deducted in determining such Consolidated Net Income MINUS
(A) all other noncash items increasing Consolidated Net Income for such period
and (B) an amount equal to all losses from the discontinuance of operations and
all cash losses of the Parent and its Subsidiaries for such period resulting
from the sale, conversion or other disposition of material assets of the Parent
or any Subsidiary other than in the ordinary course of business, in each case to
the extent eliminated in determining such Consolidated Net Income.

          "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal period (without
duplication), (i) the consolidated interest expense of the Parent and its
Subsidiaries for such period MINUS (ii) the consolidated interest income of the
Parent and its Subsidiaries for such period to the extent such consolidated
interest income is equal to or less than U.S.$5,000,000,

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                                        9

MINUS (iii) consolidated interest expense accrued during such period with
respect to Permitted Project Financings in an aggregate amount not to exceed the
amount of interest expense with respect to Permitted Project Financings that the
Five-Year Credit Agreement excludes during such period from "Consolidated
Interest Expense" as such term is defined in the Five-Year Credit Agreement
pursuant to an amendment thereunder to specifically permit such exclusion, PLUS
(iv) if a Permitted Receivables Transaction outstanding during such period is
accounted for as a sale of accounts receivable under GAAP, (x) the additional
consolidated interest expense that would have accrued during such period had
such Permitted Receivables Transaction been accounted for as a borrowing during
such period MINUS (y) interest income accrued during such period with respect to
interest bearing accounts receivable that are the subject of such Permitted
Receivables Transaction, but not to exceed the amount thereof that is deductible
during such period from "Consolidated Interest Expense" as such term is defined
pursuant to an amendment to the Five-Year Credit Agreement, PLUS (v) the amount
of dividends payable (in cash) at the rate stated in the relevant certificate of
designation or authorizing documentation during such period with respect to
Preferred Stock of the Parent and its Subsidiaries, in each case determined on a
consolidated basis.

          "CONSOLIDATED NET INCOME" means, for any fiscal period, the
consolidated net income of the Parent and its Subsidiaries for such period,
after eliminating therefrom all Extraordinary Gains and Losses.

          "CONSOLIDATED NET WORTH" means, at any date, the consolidated
shareholders' equity of the Parent and its Subsidiaries as of such date and
adjusted so as to exclude (x) the effect of Accumulated Other Comprehensive
(Loss) Income as of such date and (y) the effect of Specified Charges for the
period from the Effective Date to such date.

          "CONSOLIDATED TANGIBLE ASSETS" means, at any time, the total assets
less all Intangible Assets appearing on the most recently prepared balance sheet
of the Parent and its Subsidiaries as of the end of a fiscal quarter of the
Parent, prepared on a consolidated basis in accordance with GAAP.

          "CONVERTIBLE BONDS" has the meaning set forth in SECTION 3.01(e).

          "CREDIT EXTENSION" means each of the following: (i) a Borrowing and
(ii) an L/C Credit Extension.

          "DEALER ACCOUNTS" means a contract for the provision of fire and/or
security alarm monitoring services under which the provider is entitled to a
periodic monitoring fee which contract is either (i) generated by a Subsidiary
in the fire and security services businesses of the Parent and its Subsidiaries
or (ii) is purchased by such Subsidiary from a dealer or security service
provider, in each case, in the ordinary course of business consistent with the
past practices of Subsidiaries in the fire and security services businesses.

          "DEBT" of any Person means, at any date, without duplication, (i) the
principal amount of all obligations of such Person for borrowed money, (ii) the
principal amount of all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of property or services

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                                       10

recorded on the books of such Person, except for (a) trade and similar accounts
payable and accrued expenses arising in the ordinary course of business, (b)
employee compensation and pension obligations, and other obligations arising
from employee benefit programs and agreements or other similar employment
arrangements and (c) obligations in respect of trade letters of credit
supporting trade and similar accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized on
the books of such Person in accordance with GAAP, (v) all Debt secured by a Lien
on any asset of such Person, whether or not such Debt is otherwise an obligation
of such Person, (vi) all direct or contingent obligations of such Person arising
under standby letters of credit, bankers' acceptances, bank guarantees and
similar instruments, (vii) Synthetic Lease Obligations and (viii) all Debt of
others Guaranteed by such Person; it being understood that performance bonds,
performance guaranties, letters of credit (including Letters of Credit), bank
guaranties and similar instruments shall not constitute Debt of such Person to
the extent that the outstanding reimbursement obligations of such Person in
respect thereof are collateralized by cash or Cash Equivalents, which cash or
Cash Equivalents would not be reflected as assets on a balance sheet of such
Person prepared in accordance with GAAP.

          "DEBT RATING" means a rating of the Borrower's long-term debt that is
not secured or supported by a guarantee, letter of credit or other form of
credit enhancement. If a Debt Rating by a Rating Agency is required to be at or
above a specified level and such Rating Agency shall have changed its system of
classifications after the date hereof, the requirement will be met if the Debt
Rating by such Rating Agency is at or above the new rating which most closely
corresponds to the specified level under the old rating system.

          "DEFAULT" means any condition or event that constitutes an Event of
Default or that with the giving of notice or lapse of time or both would, unless
cured or waived, become an Event of Default.

          "DEFAULT RATE" means an interest rate equal to (i) the Base Rate PLUS
(ii) the Base Rate Margin PLUS (iii) 2% per annum, to the fullest extent
permitted by applicable laws.

          "DEFAULTING BANK" means any Bank that (i) has failed to fund any
portion of the Loans or participations in L/C Obligations required to be funded
by it hereunder within one Business Day of the date required to be funded by it
hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or
any other Bank any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
or (iii) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.

          "DESIGNATED OFFICER" means the chairman, president, chief financial
officer or treasurer of the Parent or the treasurer of Tyco International (US)
Inc.

          "DESIGNATED SWAP RATE" means, as of any date of determination, the
"Bid" rate under the US SPREADS field for the 3-year swap set forth on the
Bloomberg Professional Terminal screen "IRSB 18" (or any successor screen
thereto) at 10:00 a.m. on such date.

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                                       11

          "DOMESTIC LENDING OFFICE" means, as to each Bank, 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 Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.

          "DOMESTIC TAXES" has the meaning set forth in SECTION 8.04(a).

          "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with SECTION 3.01.

          "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.

          "EQUITY INTERESTS" means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the Stock Equivalents of such Person, and all of the other
ownership or profit interests in such Person (including, without limitation,
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, Stock Equivalents or other interests are
outstanding on any date of determination.

          "ER1SA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

          "ERISA GROUP" means any Obligor and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Obligor, are treated as a single
employer under Section 414 of the Internal Revenue Code.

          "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, 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
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Administrative Agent.

          "EURO-DOLLAR LOAN" means a Loan that bears interest at a Euro-Dollar
Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate
Election.

          "EURO-DOLLAR MARGIN" has the meaning specified in the Pricing
Schedule.

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                                       12

          "EURO-DOLLAR RATE" means for any Interest Period with respect to any
Euro-Dollar Loan:

          (i)     the rate per annum equal to the rate determined by the
     Administrative Agent to be the offered rate that appears on the page of the
     Telerate screen (or any successor thereto) that displays an average British
     Bankers Association Interest Settlement Rate for deposits in U.S. dollars
     (for delivery on the first day of such Interest Period) with a term
     equivalent to such Interest Period, determined as of approximately
     11:00 a.m. (London time) two Business Days prior to the first day of such
     Interest Period, or

          (ii)    if the rate referenced in the preceding clause (a) does not
     appear on such page or service or such page or service shall not be
     available, the rate per annum equal to the rate determined by the
     Administrative Agent to be the offered rate on such other page or other
     service that displays an average British Bankers Association Interest
     Settlement Rate for deposits in U.S. dollars (for delivery on the first day
     of such Interest Period) with a term equivalent to such Interest Period,
     determined as of approximately 11:00 a.m. (London time) two Business Days
     prior to the first day of such Interest Period, or

          (iii)   if the rates referenced in the preceding clauses (a) and (b)
     are not available, the rate per annum determined by the Administrative
     Agent as the rate of interest at which deposits in U.S. dollars for
     delivery on the first day of such Interest Period in same day funds in the
     approximate amount of the Euro-Dollar Loan being made, continued or
     converted by Bank of America and with a term equivalent to such Interest
     Period would be offered by Bank of America's London Branch to major banks
     in the London interbank eurodollar market at their request at approximately
     4:00 p.m. (London time) two Business Days prior to the first day of 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 U.S.
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 Bank to United States residents).

          "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.01.

          "EXISTING LETTER OF CREDIT" means each of the letters of credit
identified by the Borrower on SCHEDULE III.

          "EXISTING LITIGATION" has the meaning specified in SECTION 4.05.

          "EXTRAORDINARY GAINS AND LOSSES" means and includes, for any fiscal
period, all extraordinary gains and losses and all other material nonrecurring
noncash items of the Parent and its Subsidiaries for such period, determined on
a consolidated basis and, in addition, includes, without limitation, gains or
losses from the discontinuance of operations and gains or

                      Tyco Credit Agreement (364-Day 2003)

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                                       13

losses of the Parent and its Subsidiaries for such period resulting from the
sale, conversion or other disposition of material assets of the Parent or any
Subsidiary other than in the ordinary course of business.

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

          "FEE LETTER" means the Fee Letter dated December 20, 2002 among the
Borrower, the Parent, Bank of America and the Joint Lead Arrangers, as amended
or otherwise supplemented from time to time.

          "FINANCIAL L/C" means a Letter of Credit issued hereunder that is not
a Performance L/C.

          "FINANCING DOCUMENTS" means (i) this Agreement, (ii) the Fee Letter,
(iii) each Letter of Credit Application, (iv) the Subsidiary Guarantees, (v) the
Promissory Notes, (vi) the Cash Collateral Account Agreements and (vii) the
Commitment Letter dated as of December 20, 2002, as amended or otherwise
supplemented from time to time, among the Borrower, the Parent, Bank of America
and the Joint Lead Arrangers with respect to those provisions therein that are
stated to survive the execution and delivery of this Agreement.

          "FITCH RATINGS" means Fitch, Inc., or any successor to its business of
rating debt securities.

          "FIVE-YEAR CREDIT AGREEMENT" means the Five-Year Credit Agreement
dated as of February 7, 2001 among the Borrower, the Parent, the banks party
thereto, JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as agent, and
the other agents party thereto, as amended, supplemented or otherwise modified
from time to time in accordance with its terms, to the extent permitted under
the terms of the Financing Documents.

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

          "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

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                                       14

          "GROUP OF LOANS" means, at any time, a group of Loans consisting of
(i) all such Loans which are Base Rate Loans at such time or (ii) all such Loans
which are Euro-Dollar Loans having the same Interest Period at such time,
PROVIDED that, if a Loan of any particular Bank 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 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 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 holder of such Debt of the
payment thereof or to protect such holder against loss in respect thereof (in
whole or in part), PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

          "GUARANTEED OBLIGATIONS" has the meaning specified in SECTION 10.01
(a).

          "GUARANTORS" means, collectively, the Parent, the Parent Subsidiary
Guarantors, the Borrower Subsidiary Guarantors and each other Subsidiary party
to a Subsidiary Guarantee.

          "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.

          "HONOR DATE" has the meaning set forth in SECTION 2.04(c)(i).

          "INDEBTED SUBSIDIARY" has the meaning set forth in SECTION 5.07.

          "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION
9.03(b).

          "INDEMNITEE" has the meaning set forth in SECTION 9.03(b).

          "INTANGIBLE ASSETS" means, at any date, the amount (if any) which
would be stated under the heading "Goodwill, Net" and "Intangible Assets, Net"
or under any other heading relating to intangible assets separately listed, in
each case, on the face of a balance sheet of the Parent and its Subsidiaries
prepared on a consolidated basis as of such date.

          "INTERCOMPANY DEBT" means (i) any Debt of the Parent owed to a
Subsidiary and (ii) any Debt of a Subsidiary owed to the Parent or to another
Subsidiary.

          "INTEREST PERIOD" means, with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the Notice of Borrowing
or on the date specified in an applicable Notice of Interest Rate Election and
ending one, two, three or six

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                                       15

months thereafter (or such other period of time as may at the time be mutually
agreed by the Borrower and the Banks), as the Borrower may elect in such notice;
PROVIDED that:

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

          (ii)    any Interest Period which begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month;

and PROVIDED FURTHER that any Interest Period applicable to any Loan which
begins before the Termination Date and would otherwise end after the Termination
Date shall end on the Termination Date.

          "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

          "INVESTMENT" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (i) the purchase
or other acquisition of Equity Interests in or other securities of another
Person, (ii) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint
venture interest in such other Person, or (iii) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

          "JOINDER AGREEMENT" means a Joinder Agreement substantially in the
form of EXHIBIT I hereto.

          "JOINT LEAD ARRANGERS" means BAS and MSSF.

          "L/C CREDIT EXTENSION" means, with respect to any Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

          "L/C ISSUERS" means Bank of America in its capacity as issuer of
Letters of Credit hereunder and any other Bank that with the consent of the
Co-Agents, agrees to issue Letters of Credit hereunder, and their respective
successors as Letter of Credit Issuers hereunder.

          "L/C MARGIN" means (i) with respect to a Financial L/C, the
Euro-Dollar Margin then in effect and (ii) with respect to a Performance L/C,
the Euro-Dollar Margin then in effect minus 0.75%.

          "L/C OBLIGATION" means, as at any date of determination, with respect
to a Letter of Credit, the undrawn amount of such Letter of Credit PLUS the
aggregate amount of all

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                                       16

Unreimbursed Amounts with respect to such Letter of Credit and "L/C Obligations"
means, as at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit PLUS the aggregate amount of all Unreimbursed
Amounts.

          "LETTER OF CREDIT" means any standby letter of credit issued hereunder
supporting the performance of a Person under a contract or agreement in the
ordinary course of business and shall include the Existing Letters of Credit.

          "LETTER OF CREDIT APPLICATION" means an application and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuers.

          "LETTER OF CREDIT EXPIRATION DATE" means, with respect to any Letter
of Credit issued hereunder, the date that is up to one year after the date of
issuance of such Letter of Credit (or, if such day is not a Business Day, the
next preceding Business Day) and that is specified in such Letter of Credit (or
amendment thereto or extension thereof) as the date on which it expires.

          "LETTER OF CREDIT SUBLIMIT" means an amount equal to
U.S.$1,200,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Commitments.

          "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Parent 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 agreement, capital
lease or other title retention agreement (other than an operating lease)
relating to such asset. A bank's right of set-off against a deposit or other
account with such bank shall not constitute a "Lien" hereunder unless such
deposit or account is maintained as part of an arrangement with the intention of
securing Debt or other obligations of the Parent or a Subsidiary (other than
fees of such bank for banking services).

          "LOAN" means a loan made or to be made by a Bank pursuant to SECTION
2.01 (a): PROVIDED that, if any such 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.

          "MAINTENANCE LEVEL" has the meaning set forth in SECTION 5.14(b).

          "MARKET-BASED PREMIUM" means, for any Quarterly Payment Date or other
date of determination, a rate per annum equal to the excess of the Market Spread
on the second Business Day prior to such date over the applicable Euro-Dollar
Margin then in effect pursuant to the Pricing Schedule; PROVIDED that the
Market-Based Premium shall at no time exceed 1.00%; and PROVIDED FURTHER that,
if the Benchmark Notes have Debt Ratings of at least (i) BBB- by S&P and Bal by
Moody's, the Market-Based Premium shall not exceed 0.50% or (ii) BBB- by S&P and
Baa3 by Moody's, the Market-Based Premium shall be zero.

          "MARKET SPREAD" means the difference between the Spread to Treasuries
and the Designated Swap Rate, expressed as a percentage; PROVIDED, HOWEVER, that
in the event that no

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                                       17

"bid" and "ask" quotes for the Benchmark Notes are able to be obtained by the
Co-Agents from the trading desks of SSB, Morgan Stanley and BAS for four or more
of the ten consecutive trading days ending on the third Business Day prior to a
Quarterly Payment Date or other date of determination, the Market Spread for
such date shall equal 1.00% above the applicable Euro-Dollar Margin then in
effect pursuant to the Pricing Schedule.

          "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect on the
business, assets, liabilities (actual or contingent, other than contingent
obligations arising in the ordinary course of business), consolidated financial
position or consolidated results of operations or condition (financial or
otherwise) of the Parent and its Subsidiaries, considered as a whole, (ii) a
material impairment of the ability of the Obligors to perform their obligations
under the Financing Documents, or (iii) a material impairment of the rights and
remedies of any Agent or any Bank under the Financing Documents.

          "MATERIAL DEBT" means Debt of the Parent and/or one or more of its
Subsidiaries, arising in one or more related transactions, in an aggregate
outstanding principal amount exceeding U.S.$50,000,000.

          "MATERIAL PLAN" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of U.S.$25,000,000.

          "MEXICAN PROJECT FINANCING" means up to U.S.$120,000,000 of project
financing of assets acquired or constructed after the date hereof by a
Subsidiary of Earth Tech Holdings, Inc. organized under the laws of Mexico,
which project financing is not Guaranteed by, or otherwise recourse (other than
recourse to such acquired or constructed assets) to, the Parent or any
Subsidiary.

          "MOODY'S" means Moody's Investors Service, Inc., or any successor to
such corporation's business of rating debt securities.

          "MORGAN STANLEY" means Morgan Stanley & Co., Incorporated.

          "MSSF" means Morgan Stanley Senior Funding, Inc.

          "MULTIEMPLOYER PLAN" means at any time a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA either (i) to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
(ii) has at any time within the preceding five plan years been maintained, or
contributed to, by any Person who was at such time a member of the ERISA Group
for employees of any Person who was at such time a member of the ERISA Group.

          "NONRENEWAL NOTICE DATE" has the meaning set forth in SECTION
2.04(b)(iii).

          "NOTICE OF BORROWING" has the meaning set forth in SECTION 2.02.

          "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in
SECTION 2.16(a).

          "NOTICE OF ISSUANCE" has the meaning set forth in SECTION 2.04(b)(i).

                      Tyco Credit Agreement (364-Day 2003)

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                                       18

          "OBLIGATIONS" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Obligor arising under any Financing
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including, without limitation, those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Obligor of any proceeding under any Bankruptcy
Law naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. Without limiting
the generality of the foregoing, the Obligations of the Obligors under the
Financing Documents include (i) the obligation to pay principal, interest,
letter of credit fees, charges, expenses, fees, attorneys' fees and
disbursements, indemnities and other amounts payable by any Obligor under any
Financing Document and (ii) the obligation of any Obligor to reimburse any
amount in respect of any of the foregoing that any Bank, in its sole discretion,
may elect to pay or advance on behalf of such Obligor.

          "OBLIGOR" means, at any time, the Borrower and each Guarantor at such
time.

          "OTHER CURRENCY" has the meaning set forth in SECTION 9.11.

          "OTHER TAXES" has the meaning set forth in SECTION 8.04(b).

          "OUTSTANDING AMOUNT" means (i) with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on
such date.

          "PARENT" means Tyco International Ltd., a Bermuda company, and its
successors.

          "PARENT SUBSIDIARY GUARANTORS" means Sensormatic Electronics
Corporation, Scott Technologies, Inc. and Innerdyne, Inc.

          "PARENT'S 2002 FORM 10-K" means the Parent's annual report on Form
10-K for the fiscal year ended September 30, 2002, as filed with the SEC
pursuant to the Securities Exchange Act of 1934.

          "PARI PASSU GUARANTEES" means Guarantees granted by Subsidiaries
(other than the Borrower) in favor of the holders of (i) any of the Borrower's
or the Parent's senior unsecured long-term debt securities, (ii) other
facilities that the Borrower or the Parent may be required to treat on a PARI
PASSU basis with other senior unsecured indebtedness or (iii) the obligations of
the Borrower or the Parent under the Five-Year Credit Agreement.

          "PARTICIPANT" has the meaning set forth in SECTION 9.06(d).

          "PAYEE" has the meaning set forth in SECTION 9.11.

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                                       19

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

          "PERFORMANCE L/C" means a Letter of Credit issued hereunder supporting
a Performance Obligation.

          "PERFORMANCE OBLIGATION" means (i) performance obligations under
supply, service or construction contracts, including, without limitation, bid
and performance bonds or guaranties relating to the foregoing obligations and
contracts or (ii) letters of credit or bank guarantees that support the
obligations referred to in clause (i).

          "PERMITTED ACQUIRED DEBT" means Debt of a Person that (i) was existing
at the time such Person became a Subsidiary or merged into a Subsidiary, (ii)
was not created in contemplation of such event and (iii) remains outstanding no
more than 180 days after the date such Person became a Subsidiary or merged into
a Subsidiary.

          "PERMITTED ACQUISITION" means the purchase or other acquisition of all
of the Equity Interests in, or all or substantially all of the property and
assets of, any Person that, upon the consummation thereof, will be beneficially
wholly owned (except for directors' qualifying shares and investments by foreign
nationals mandated by applicable law) directly by the Parent or one or more of
its Wholly Owned Subsidiaries (including, without limitation, as a result of a
merger or consolidation); PROVIDED that the acquisition of Dealer Accounts in
the ordinary course of business shall not constitute, for purposes of this
definition of Permitted Acquisition, the acquisition of all or substantially all
of the property and assets of a Person; and PROVIDED FURTHER that, with respect
to each such purchase or other acquisition: (i) any such newly created or
acquired Subsidiary shall comply with the requirements of SECTION 5.11; (ii) the
lines of business of the Person to be (or the property and assets of which are
to be) so purchased or otherwise acquired shall be substantially the same lines
of business as one or more of the principal businesses of the Parent and its
Subsidiaries in the ordinary course; (iii) such purchase or other acquisition
could not reasonably be expected to have a Material Adverse Effect (as
determined in good faith by the board of directors (or the persons performing
similar functions) of the Parent if (x) the board of directors of the Parent is
otherwise approving such transaction or (y) the aggregate value of the
consideration to be paid by the Parent or a Subsidiary in connection with such
purchase or acquisition exceeds U.S.$25,000,000); (iv) on such date of
determination, total cash and noncash consideration, when aggregated with the
total cash and noncash consideration paid by or on behalf of the Parent and its
Subsidiaries for all other purchases and other acquisitions made by the Parent
and its Subsidiaries after the Effective Date shall not exceed
U.S.$1,250,000,000; PROVIDED that the value of noncash consideration consisting
of common stock of the Parent shall be excluded from the calculations under this
clause (iv); (v) (a) immediately before and immediately after giving pro forma
effect to any such purchase or other acquisition, no Default shall have occurred
and be continuing and (b) immediately after giving effect to such purchase or
other acquisition, the Parent and its Subsidiaries shall be in pro forma
compliance with all of the covenants set forth in SECTION 5.09; and (vi) if the
aggregate value of the consideration to be paid by the Parent or a Subsidiary
exceeds U.S.$100,000,000, the Parent shall have delivered to the Administrative
Agent, on behalf of the Banks, at least five Business Days prior to the date on
which any such purchase or other acquisition is to be consummated, a certificate
of a Responsible Officer, in form and substance reasonably

                      Tyco Credit Agreement (364-Day 2003)

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                                       20

satisfactory to the Administrative Agent, certifying that all of the foregoing
requirements have been satisfied or will be satisfied on or prior to the
consummation of such purchase or other acquisition.

          "PERMITTED BORROWER DEBT" means Debt in an aggregate principal amount
not to exceed U.S.$1,000,000,000 incurred by the Borrower and, if so elected by
the Borrower, Guaranteed by the Parent or as otherwise permitted under the terms
hereof.

          "PERMITTED DEBT SWAPS" means any exchange of any of the Borrower's or
the Parent's publicly traded debt securities for new debt securities that are
registered under the Securities Act of 1933, as amended or eligible for private
placement under Section 4(2) or Regulation S of such Act or Rule 144A of the
Securities Exchange Act of 1934, as amended and that otherwise meet the
requirements set forth in the definition of Permitted Refinancing.

          "PERMITTED INVESTMENTS" means Investments that constitute the
following: (i) cash or Cash Equivalents, (ii) trade accounts receivable created
or made in the ordinary course of business, (iii) Permitted Acquisitions, (iv)
Investments in Permitted Project Financings in an aggregate amount not to exceed
U.S.$200,000,000, (v) Investments consisting of noncash consideration received
in connection with any sale, lease, assignment or other disposition of property
or assets permitted hereunder, (vi) promissory notes received by the Parent or
any Subsidiary from customers for the sale of goods or services in the ordinary
course of business, (vii) Intercompany Debt and Investments by the Parent or any
Subsidiary in any Subsidiary; PROVIDED that loans to and other Investments
pursuant to this clause (vii) after the Effective Date in Subsidiaries that are
not Wholly Owned Subsidiaries shall be in an aggregate amount not to exceed
U.S.$50,000,000 outstanding at any time, (viii) Investments in foreign local
bank accounts not inconsistent with the cash management policies of the Parent
on the date hereof, Investments that no longer constitute Cash Equivalents as a
result of the conversion or other modification of Investments that previously
constituted Cash Equivalents, solely to the extent such conversion or
modification has been mandated by operation of any law, regulation or
governmental order in the jurisdiction in which such Investment is held and such
other Investments required by applicable law in a jurisdiction in which a
Subsidiary does business, (ix) the acquisition of Dealer Accounts in the
ordinary course of business, (x) Investments existing on the date hereof;
PROVIDED that the total cash and noncash consideration paid by or on behalf of
the Parent and its Subsidiaries after the Effective Date in connection with such
Investments under earn-outs, holdbacks and similar arrangements for all
purchases and other acquisitions made prior to the Effective Date shall not
exceed U.S.$500,000,000, (xi) Venture Capital Investments made (A) pursuant to
commitments in existence on the date hereof in an aggregate amount not to exceed
U.S.$20,000,000 and (B) after the Effective Date, (xii) Investments in and by a
Permitted Rabbi Trust to the extent made prior to the date hereof or required to
be made pursuant to documents in effect on the date hereof that govern such
Permitted Rabbi Trust and other Investments in Permitted Rabbi Trusts in an
aggregate amount not to exceed U.S.$50,000,000 and Investments thereof by such
Permitted Rabbi Trusts and (xiii) other Investments (in addition to those set
forth above) in an aggregate amount, together with Investments under clauses
(iii) and (xi)(B) hereof, not to exceed U.S.$1,500,000,000; PROVIDED that, with
respect to each Investment made pursuant to this clause (xiii): (a) the making
of such Investment could not reasonably be expected to have a Material Adverse
Effect (as determined in good faith by the board of directors (or persons
performing similar functions) of the Parent if

                      Tyco Credit Agreement (364-Day 2003)

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                                       21

(x) the board of directors of the Parent is otherwise approving such transaction
or (y) the aggregate value of the consideration to be paid by the Parent or a
Subsidiary in connection with such Investment or acquisition exceeds
U.S.$25,000,000); (b) such Investment shall be in property and assets that are
part of, or in lines of business that are, substantially the same lines of
business as one or more of the principal businesses of the Parent and its
Subsidiaries (excluding Venture Capital Investments made pursuant to clause
(xi)(B) above); and (c) no Default shall occur as a result thereof.

          "PERMITTED LIENS" means each of the following as to which no execution
or foreclosure shall have been commenced:

          (i)     Liens for taxes, assessments or charges of any governmental
     authority for claims not yet due or which are being contested in good faith
     and by appropriate proceedings diligently conducted, if adequate reserves
     with respect thereto are maintained on the books of the applicable Person
     in accordance with GAAP;

          (ii)    statutory Liens of landlords and carriers', warehousemen's,
     mechanics', materialmen's, repairmen's, bankers or other like Liens or
     Liens imposed by law and arising in the ordinary course of business that
     are not overdue for a period of more than 30 days or that are being
     contested in good faith and by appropriate proceedings diligently
     conducted, if adequate reserves with respect thereto are maintained on the
     books of the applicable Person in accordance with GAAP;

          (iii)   Liens incurred and pledges or deposits in the ordinary course
     of business in connection with workers' compensation, unemployment
     insurance and other social security legislation, other than any Lien
     imposed by ERISA;

          (iv)    easements, rights-of-way, covenants, consents, charges,
     restrictions and other similar encumbrances (whether or not recorded)
     affecting real property which, in the aggregate, are not substantial in
     amount, and which do not in any case materially detract from the value of
     the property subject thereto or materially interfere with the ordinary
     conduct of the business of the applicable Person;

          (v)     building restrictions, zoning laws and other similar statutes,
     laws, rules, regulations, ordinances and restrictions;

          (vi)    leases or subleases of real property granted in the ordinary
     course of business to others not materially interfering with the business
     of the applicable Person, and consistent with past practices;

          (vii)   Liens securing judgments for the payment of money not
     constituting an Event of Default or securing appeal or other surety bonds
     related to such judgments in an amount with respect to each such bond not
     to exceed U.S.$30,000,000;

          (viii)  the rights of a lessor of property leased to the Parent or a
     Subsidiary under a lease that is not required to be capitalized under GAAP;
     and

                      Tyco Credit Agreement (364-Day 2003)

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                                       22

          (ix)    Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of custom duties in connection with the
     importation of goods.

          "PERMITTED PROJECT FINANCINGS" means (i) the Mexican Project Financing
and (ii) project financings of assets acquired or constructed after the date
hereof by a corporation or other limited liability entity that either is not a
Subsidiary or is a Subsidiary the sole assets of which consist of the project
assets or Investments in the entity that owns the project assets (such
Subsidiary being an "SPV"), which project financing is not Guaranteed by, or
otherwise recourse to, the Parent or any Subsidiary other than an SPV and which
project financing does not create a risk of material liabilities to the Parent
and the Subsidiaries other than an SPV; PROVIDED, HOWEVER, that, for purposes of
the foregoing definition, a limited recourse pledge of the Equity Interests held
by the Parent or a Subsidiary in an SPV to secure Debt of such SPV otherwise
permitted hereunder shall not be considered to constitute recourse to the Parent
or such Subsidiary.

          "PERMITTED RABBI TRUSTS" means a "rabbi trust" or similar arrangement
consistent with the Parent and the Subsidiaries' past practices.

          "PERMITTED RECEIVABLES TRANSACTION" means any sale or sales of,
refinancing of and/or financing secured by, any accounts receivable of the
Parent and/or any of its Subsidiaries (the "RECEIVABLES") pursuant to which the
Parent and its Subsidiaries realize aggregate net proceeds of not more than
U.S.$1,000,000,000 at any one time outstanding, including, without limitation,
any revolving purchase(s) of Receivables where the maximum aggregate uncollected
purchase price (exclusive of any deferred purchase price) for such Receivables
at any time outstanding does not exceed U.S.$1,000,000,000.

          "PERMITTED REFINANCINGS" means Permitted Borrower Debt, Permitted Debt
Swaps and any refinancings, refundings, renewals or extensions of any Debt, in
each case to the extent that (i) the amount of the new Debt permitted hereunder
as a Permitted Refinancing does not exceed (x) the amount of the original Debt
plus (y) an amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, for such refinancing, (ii)
other than in the case of a Permitted Debt Swap, the original Debt matures prior
to December 31, 2004, (iii) in the case of a Permitted Debt Swap, the maturity
of the new Debt shall not be earlier than the original Debt, (iv) other than in
the case of Permitted Borrower Debt, there are no obligors or issuers of the new
Debt other than (x) the obligors and issuers party to the original Debt prior to
such refinancing, refunding, renewal or extension and (y) the Parent and any
Subsidiary of which any of the obligors or issuers of the original Debt are
Subsidiaries; (v) no Liens are granted to the holders of the new Debt in
addition to those granted to the holders of the original Debt and (vi) the
Borrower confirms to the Administrative Agent at the time of incurrence of the
new Debt that its proceeds are intended to be applied to a Permitted Refinancing
and such proceeds are applied (x) other than in the case of Permitted Borrower
Debt, to repay, repurchase or defease the original Debt upon or within three
months after the incurrence of such new Debt or (y) to reimburse the Parent or
the relevant Subsidiary for repayments, repurchases or defeasances of original
Debt after the Effective Date and, other than in the case of Permitted Borrower
Debt, within three months prior to the incurrence of such new Debt.

                      Tyco Credit Agreement (364-Day 2003)

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                                       23

          "PERMITTED SECURITIZATIONS" means securitizations of Dealer Accounts
effected by transfer of such Dealer Accounts and the receivables, payment
intangibles and general intangibles associated therewith to a corporation or
other limited liability entity that either is not a Subsidiary or is a
Subsidiary the assets of which consist of Dealer Accounts and rights and
obligations related thereto (such Subsidiary being a "SECURITIZATION VEHICLE")
and the sale by such Securitization Vehicle of Dealer Accounts and the
receivables, payment intangibles and general intangibles associated therewith,
or interests therein, or the borrowing by such Securitization Vehicle against
the value of such Dealer Accounts and the receivables, payment intangibles and
general intangibles associated therewith, the payment of principal and interest
of which is not Guaranteed by, and which Securitization is not otherwise
recourse to, the Parent or any Subsidiary other than a Securitization Vehicle;
PROVIDED, HOWEVER, that, for purposes of the foregoing definition, a limited
recourse pledge of the Equity Interests held by the Parent or a Subsidiary in a
Securitization Vehicle to secure Debt or other obligations of such
Securitization Vehicle otherwise permitted hereunder shall not be considered to
constitute recourse to the Parent or such Subsidiary; and PROVIDED FURTHER that
the obligation of the Parent or a Subsidiary to perform customary servicing
activities and monitoring activities in respect of transferred Dealer Accounts
and customary representations and warranties as to the nature and existence of
the Dealer Accounts (but not as to their performance or collectibility) by the
transferor Subsidiary shall not constitute recourse for purposes of this
definition.

          "PERSON" means an individual, a corporation, a partnership, a limited
liability company, 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.

          "PREFERRED STOCK" means any issue of capital stock of the Parent or
any Subsidiary that is entitled to any preference or priority over any other
class of the issuer's capital stock.

          "PRICING SCHEDULE" means the Pricing Schedule attached hereto as
SCHEDULE I.

          "PROMISSORY NOTES" means promissory notes of the Borrower,
substantially in the form of EXHIBIT A hereto, evidencing the obligation of the
Borrower to repay the Loans, and "PROMISSORY NOTE" means any one of such
promissory notes issued hereunder.

          "PROPERTY" means any interest of any kind in any property or assets,
whether real, mixed or personal and whether tangible or intangible.

          "QUARTERLY PAYMENT DATES" means each March 31, June 30, September 30
and December 31 or, if any such date is not a Business Day, the next succeeding
Business Day.

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       24

          "RATING AGENCY" means S&P or Moody's.

          "RATINGS UPGRADE" means the Borrower's Debt Securities obtaining Debt
Ratings of at least BBB- from S&P and Baa3 from Moody's, stable outlook from
each.

          "RECIPIENTS" has the meaning set forth in SECTION 9.14.

          "REFINANCING" has the meaning set forth in SECTION 5.07 (and the term
"REFINANCED" has a correlative meaning).

          "REGISTER" has the meaning set forth in SECTION 9.06(c).

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

          "REMARKETABLE SECURITIES" means the U.S.$750,000,000 6 1/4% Dealer
Remarketable Securities due 2013 issued by the Borrower and guaranteed by the
Parent.

          "REQUIRED BANKS" means at any time Banks having at least 51% of the
sum of (i) the Total Outstandings (with the aggregate amount of each Bank's risk
participation and funded participation in L/C Obligations being deemed "held" by
such Bank for purposes of this definition) and (ii) the aggregate unused
Commitments; PROVIDED that the portion of the Total Outstandings and unused
Commitments held or deemed held by any Defaulting Bank shall be excluded for
purposes of making a determination of Required Banks.

          "REQUIRED CURRENCY" has the meaning set forth in SECTION 9.11.

          "RESPONSIBLE OFFICER" means any of the following: (i) the chairman,
president, chief financial officer, treasurer or secretary of the Parent, (ii)
the treasurer of Tyco International (US) Inc. or (iii) a director or managing
director of the Borrower.

          "RESTRICTED PAYMENT" means (i) any dividend or other distribution on
any shares of the Parent's or any Subsidiary's capital stock or other Equity
Interest (except to the extent such dividends and distributions are payable (x)
in shares of its capital stock or Stock Equivalents or (y) to the Parent or any
Subsidiary), (ii) any payment (except to the extent payable (x) in shares of the
Parent's or such Subsidiary's capital stock or Stock Equivalents or (y) to the
Parent or any Subsidiary) on account of the purchase, redemption, retirement or
acquisition of (a) any shares of the Parent's or such Subsidiary's capital stock
or other Equity Interest or (b) any option, warrant or other right to acquire
shares of the Parent's or such Subsidiary's capital stock or other Equity
Interest or (iii) at all times prior to a Ratings Upgrade, any payment (except
(1) to the extent payable to the Parent or any Subsidiary or (2) a Permitted
Debt Swap) on account of the repayment, prepayment, purchase, redemption,
defeasance, retirement or acquisition of any Debt of the Parent or any
Subsidiary that, by its terms as in effect on the date hereof, is scheduled to
mature after December 31, 2004 other than (x) a regularly scheduled payment, (y)
the reduction of Outstandings under a revolving credit, overdraft or similar
facility, but, in the case of the Five-Year Credit Agreement only, without
cancellation or reduction of the commitments thereunder or (z) the repurchase,
redemption, retirement or acquisition of the Parent's Liquid Yield Option Notes
due 2020, ADT Operations,

                      Tyco Credit Agreement (364-Day 2003)

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                                       25

Inc.'s Liquid Yield Option Notes due 2010, the Borrower's Zero Coupon
Convertible Debentures due 2021 or the Remarketable Securities to the extent
required by the terms of such Debt (other than as a result of a default
thereunder).

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to its business of rating debt
securities.

          "SALE AND LEASEBACK TRANSACTION" shall mean any arrangement with any
Person providing for the leasing by the Parent or any Subsidiary of any property
or assets (whether such property or assets are now owned or hereafter acquired)
that have been or are to be sold or transferred by the Parent or such Subsidiary
to such Person, other than (i) temporary leases for a term, including renewals
at the option of the lessee, of not more than three years and (ii) leases of
property or assets executed by the time of, or within 180 days after the latest
of, the acquisition or the completion of construction of such property or
assets.

          "SEC" means the Securities and Exchange Commission, or any
governmental authority succeeding to any of its principal functions.

          "SIGNIFICANT SUBSIDIARY" means, at any date, (i) any Subsidiary of the
Parent as to which the proportionate share attributable to such Subsidiary and
its Subsidiaries of the revenues of the Parent and its Subsidiaries (after
intercompany eliminations) exceeds 2% of the total revenues of the Parent and
its Subsidiaries, determined on a consolidated basis as of the end of the most
recently completed fiscal year or (ii) any other Subsidiary which is an Obligor.

          "SPECIFIED CHARGES" means, for any fiscal period, (i) up to an
aggregate of U.S.$500,000,000 of cash restructuring and other charges and
U.S.$2,500,000,000 of noncash restructuring charges and other nonrecurring
charges of the Parent and the Subsidiaries, in each case for the period from the
Effective Date until the last day of such fiscal period and (ii) noncash charges
for goodwill and other intangible asset impairments under FASB 142 and 144 of
the Parent and the Subsidiaries for such fiscal period.

          "SPREAD TO TREASURIES" means, as of any date of determination, (i) the
value obtained from the "US GOVT EQUIVALENT" field on the Bloomberg Professional
Terminal screen "TYC < Corp > < go >" after selecting the Benchmark Notes
followed by "< Corp > YA < go >" and entering the Average Trading Price in the
price field and then typing "< go >" MINUS (ii) the value on the Bloomberg
Professional Terminal screen "ICUR 2/15/06 < go >", in each case at 10:00 a.m.
on such date.

          "SSB" means Salomon Smith Barney Inc.

          "STOCK EQUIVALENTS" means, with respect to any Person, options,
warrants, calls or other rights entered into or issued by such Person to acquire
any capital stock or equity securities of, or other ownership interests in, or
securities convertible into or exchangeable for, capital stock or equity
securities of, or other ownership interests in, such Person.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, joint venture, limited liability company 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

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       26

persons performing similar functions are at the time directly or indirectly
beneficially owned by such Person or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person; unless otherwise specified, Subsidiary means a Subsidiary of the
Parent.

          "SUBSIDIARY GUARANTEE" means (i) a Guarantee entered into by a
Subsidiary substantially in the form of Exhibit G-l, (ii) the Borrower
Subsidiary Guarantee and (iii) the obligations of the Parent Subsidiary
Guarantors under Article 10.

          "SUBSIDIARY GUARANTOR" means, at any time, each of the Parent
Subsidiary Guarantors, the Borrower Subsidiary Guarantors and any other
Subsidiary, including an Additional Subsidiary Guarantor, which at or prior to
such time shall have delivered to the Administrative Agent (i) a Subsidiary
Guarantee, a Borrower Subsidiary Guarantee Supplement or a Joinder Agreement, as
applicable, duly executed by such Subsidiary, (ii) an opinion of counsel for
such Subsidiary (which counsel may be an employee of the Parent or such
Subsidiary) reasonably satisfactory to the Co-Agents with respect to such
Borrower Subsidiary Guarantee Supplement or Joinder Agreement, as applicable,
and covering enforceability and such additional matters relating to such
Subsidiary Guarantee, Borrower Subsidiary Guarantee Supplement or Joinder
Agreement as the Co-Agents may reasonably request and (iii) all documents the
Co-Agents may reasonably request relating to the existence of such Subsidiary,
the corporate authority for and the validity of such Subsidiary Guarantee,
Borrower Subsidiary Guarantee Supplement or Joinder Agreement, as applicable,
and any other matters reasonably determined by the Co-Agents to be relevant
thereto, all in form and substance reasonably satisfactory to the Co-Agents.

          "SUBSIDIARY TANGIBLE ASSETS" means, at any time, the total assets of a
Subsidiary LESS all Intangible Assets that would appear on a balance sheet of
such Subsidiary and its Subsidiaries prepared on a consolidated basis in
accordance with GAAP at such time.

          "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a Person
under (i) a so-called synthetic, off-balance sheet or tax retention lease or
(ii) an agreement for the use or possession of property creating obligations
that do not appear on the balance sheet of such Person but that, upon the
insolvency or bankruptcy of such Person, would be characterized as indebtedness
of such Person (without regard to accounting treatment).

          "TAXES" has the meaning set forth in SECTION 8.04(a).

          "TERMINATION DATE" means January 30, 2004 or, if such day is not a
Business Day, the next preceding Business Day.

          "TOTAL OUTSTANDINGS" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

          "TYCOM SHIP LEASE PARTICIPATION AGREEMENT" means the Participation
Agreement dated as of October 31, 2000 among C.S. Tycom Reliance Inc., as
construction agent and charterer, the Parent, as guarantor, certain charterers
party thereto, TMG Statutory Trust -2000, as owner, State Street Bank and Trust
Company of Connecticut, National Association, as trustee, the note holders and
certificate holders therein named, Citibank, N.A., as Agent and

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                                       27

Salomon Smith Barney, Inc., Commerzbank AG, and Bayerische Hypo - und
Vereinsbank AG, New York Branch.

          "TYPE" has the meaning specified in SECTION 1.03.

          "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 to any other Person under Title IV of ERISA.

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

          "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.04(c)(i).

          "UNREIMBURSED DRAWING" means any drawing under any Letter of Credit
which has not been reimbursed on the date when made.

          "UNREIMBURSED FUNDING" means, with respect to each Bank, such Bank's
funding of its participation in any Unreimbursed Drawing in accordance with its
Commitment Percentage.

          "VENTURE CAPITAL INVESTMENTS" means equity Investments of Tyco Sigma
Limited, Tyco Eta Limited, Tyco Holdings (Bermuda) No. 4 Limited, Tyco Group
S.a.r.l., Tyco International Finance Alpha GmbH (Switzerland), US Surgical
Corporation, Tyco Electronics Corporation, Mallinckrodt Inc., Tyco Healthcare
Group LP and Earth Tech Holdings, Inc. in a Person other than a Subsidiary
pursuant to a venture capital transaction.

          "WHOLLY OWNED SUBSIDIARY" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares and investments by foreign nationals mandated by applicable
law) are at the time beneficially owned, directly or indirectly, by the Parent.

          Section 1.02. 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 as
in effect from time to time, applied on a basis consistent (except for changes
concurred in by the Parent's independent public accountants) with the then most
recent audited consolidated financial statements of the Parent and its
Subsidiaries delivered to the Banks; PROVIDED that, if either (i) the Parent
notifies the Co-Agents that the Parent wishes to eliminate the effect of any
change in GAAP or any change in the application of GAAP in the most recent
audited consolidated financial statements that has been concurred in by the
Parent's independent public accountants on the operation of any covenant
contained in ARTICLE 5 or (ii) the Co-Agents notify the Parent that they wish to
effect such an elimination, then the Parent's

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                                       28

compliance with such covenant shall be determined on the basis of GAAP or such
application in effect immediately before the relevant change in GAAP or change
in application became effective, until either (A) such notice is withdrawn by
the party giving such notice or (B) such covenant is amended in a manner
satisfactory to the Parent and the Co-Agents to reflect such change in GAAP or
change in application.

          Section 1.03. TYPES OF LOANS AND BORROWINGS. The term "BORROWING"
denotes the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to ARTICLE 2 on the same date, all of which Loans are of the same Type
(subject to ARTICLE 8) and, in the case of Euro-Dollar Loans, have the same
initial Interest Period. The "TYPE" of a Loan (or of a Borrowing comprised of
such Loans) refers to the determination whether a Loan is a Euro-Dollar Loan or
a Base Rate Loan, each of which constitutes a "TYPE."

          Section 1.04. LETTER OF CREDIT AMOUNTS. Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

          Section 1.05. TIMES OF DAY. Unless otherwise specified, all references
herein to times of day shall be references to New York City time.

          Section 1.06. CURRENCY EQUIVALENTS GENERALLY. Any amount specified in
this Agreement (other than in ARTICLES 2, 7 and 9) or any of the other Financing
Documents to be in U.S. dollars shall also include the equivalent of such amount
in any currency other than U.S. dollars, such equivalent amount to be determined
at the rate of exchange quoted by Bank of America in Charlotte, North Carolina
at the close of business on the Business Day immediately preceding any date of
determination thereof, to prime banks in New York, New York for the spot
purchase in the New York foreign exchange market of such amount in U.S. dollars
with such other currency; PROVIDED that for purposes of compliance with the
provisions of this Agreement specifying a U.S. dollar-denominated limit or
threshold, the U.S. dollar equivalent of any amount in a foreign currency shall
be determined for each action or event that is required to comply with such
limit or threshold on the basis of the rate of exchange in effect on the date of
such action or event (or, in the case of the incurrence of debt securities, the
date of the underwriting agreement therefor and, in the case of a revolving
credit commitment or similar arrangement, the date on which such commitment is
entered into) and the Parent and its Subsidiaries shall not fail to be in
compliance with such limit or threshold in respect of such action or event
solely as a result of exchange rate fluctuations subsequent to such date.

                                    ARTICLE 2
                                   THE CREDITS

          Section 2.01. COMMITMENTS TO LEND. (a) LOANS. Each Bank severally
agrees, on the terms and conditions set forth in this Agreement, to make loans
to the Borrower pursuant to this SECTION 2.01 from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Bank's

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                                       29

Commitment; PROVIDED, HOWEVER, that after giving effect to any Borrowing, (i)
the Total Outstandings shall not exceed the Commitments and (ii) the aggregate
Outstanding Amount of the Loans of any Bank PLUS such Bank's Commitment
Percentage of the Outstanding Amount of all L/C Obligations shall not exceed
such Bank's Commitment. Within the foregoing limits, the Borrower may borrow
under this Section, repay or, to the extent permitted by SECTION 2.11, prepay
Loans and reborrow at any time prior to the Termination Date under this SECTION
2.01.

          (b) MINIMUM BORROWINGS. Each Borrowing under this SECTION 2.01 shall
be in an aggregate amount of U.S.$10,000,000 or a larger multiple of
U.S.$1,000,000 (except that any such Borrowing may be in the aggregate amount of
the available Commitments) and shall be made from the several Banks ratably in
proportion to their respective Commitments.

          Section 2.02. NOTICE OF BORROWING. The Borrower shall give the
Administrative Agent written notice in substantially the form of EXHIBIT B-l
hereto (a "NOTICE OF BORROWING") not later than 11:00 a.m. on (1) the date of
each Borrowing comprised of Base Rate Loans and (2) the third Business Day
before each Borrowing comprised of Euro-Dollar Loans, specifying:

          (i)     the date of such Borrowing, which shall be a Business Day;

          (ii)    the aggregate amount of such Borrowing;

          (iii)   the initial Type of Loans comprising such Borrowing; and

          (iv)    in the case of Euro-Dollar Loans, the duration of the initial
     Interest Period applicable thereto, subject to the provisions of the
     definition of Interest Period.

          Each such Notice of Borrowing shall be given by a Responsible Officer
of the Borrower and the satisfaction of the conditions in SECTIONS 3.02(c) and
3.02(d) shall be confirmed by a Designated Officer in the form of the Bringdown
Certificate attached as Annex A to the Notice of Borrowing and each such Notice
of Borrowing shall be irrevocable when given.

          Section 2.03. NOTICE TO BANKS; FUNDING OF LOANS. (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's Commitment Percentage (if any) of such
Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.

          (b) On the date of each Borrowing, each Bank shall make available its
ratable share of such Borrowing, not later than 1:00 p.m., in federal or other
funds immediately available in New York City, to the Administrative Agent's
Office.

          Unless the Administrative Agent determines that any applicable
condition specified in ARTICLE 3 has not been satisfied or waived in accordance
with SECTION 9.05, the Administrative Agent will make the funds so received from
the Banks available to the Borrower no later than 3:00 p.m. on such date in like
funds as received by the Administrative Agent either by (i) crediting the
account of the Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

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                                       30

          Section 2.04. LETTERS OF CREDIT. (a) THE LETTER OF CREDIT COMMITMENT.
(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer
agrees, in reliance upon the agreements of the other Banks set forth in this
SECTION 2.04, (1) from time to time on any Business Day during the period from
the Effective Date until the expiration of the Availability Period, to issue
Letters of Credit for the account of the Borrower, and to amend or renew Letters
of Credit previously issued by it, in accordance with SUBSECTION (b) below, and
(2) to honor drafts under the Letters of Credit; and (B) the Banks severally
agree to participate in Letters of Credit issued for the account of the Borrower
and fund Unreimbursed Drawings with respect thereto; PROVIDED that no L/C Issuer
shall be obligated to make any L/C Credit Extension with respect to any Letter
of Credit and no Bank shall be obligated to participate in any Letter of Credit
if, as of the date of such L/C Credit Extension, (x) the Total Outstandings
would exceed the Commitments, (y) the aggregate Outstanding Amount of the Loans
of any Bank PLUS such Bank's Commitment Percentage of the Outstanding Amount of
all L/C Obligations would exceed such Bank's Commitment or (z) the Outstanding
Amount of the L/C Obligations would exceed the Letter of Credit Sub limit.
Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrower's ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit that have expired or that have been drawn
upon and reimbursed. The underlying documentation with respect to Existing
Letters of Credit shall be deemed to be amended to the extent necessary to
conform to the provisions set forth herein and thereafter all Existing Letters
of Credit shall be deemed to have been issued pursuant hereto, and from and
after the Effective Date shall be subject to and governed by the terms and
conditions hereof, including, without limitation, SECTION 2.04(k). The Borrower
and each Person that becomes, in accordance with the terms hereof, an L/C Issuer
agree that any letter of credit issued by such Person for the account of the
Borrower that the Borrower and such L/C Issuer agree shall be treated as a
Letter of Credit issued under this Agreement and that is identified to the
Administrative Agent (including whether such letter of credit is a Performance
L/C or Financial L/C) at the time such Person becomes an L/C Issuer or, in the
case of Bank of America, promptly after the Effective Date shall, subject to the
satisfaction of the conditions specified in SECTION 3.02 and the immediately
preceding sentence, be deemed an Existing Letter of Credit hereunder. Each such
Person that becomes an L/C Issuer shall confirm to the Administrative Agent on
such date that it has received evidence satisfactory to it from the Borrower
that each such Existing Letter of Credit is correctly identified to the
Administrative Agent as a Performance L/C or Financial L/C, as the case may be.

          (ii)    No L/C Issuer shall be under any obligation to issue any
Letter of Credit if:

          (A)     any order, judgment or decree of any governmental authority or
     arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer
     from issuing such Letter of Credit, or any law applicable to such L/C
     Issuer or any request or directive (whether or not having the force of law)
     from any governmental authority with jurisdiction over such L/C Issuer
     shall prohibit, or request that such L/C Issuer refrain from, the issuance
     of letters of credit generally or such Letter of Credit in particular or
     shall impose upon such L/C Issuer with respect to such Letter of Credit any
     restriction, reserve or capital requirement (for which such L/C Issuer is
     not otherwise compensated hereunder) not in effect on the Effective Date or
     shall impose upon such L/C Issuer any unreimbursed loss,

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                                       31

     cost or expense which was not applicable on the Effective Date and which
     such L/C Issuer in good faith deems material to it;

          (B)     subject to SECTION 2.04(b)(iii), the expiry date of such
     requested Letter of Credit would occur more than twelve months after the
     date of issuance;

          (C)     the issuance of such Letter of Credit would violate one or
     more policies of such L/C Issuer generally applicable to account parties;

          (D)     such Letter of Credit is in an initial amount greater than
     U.S.$50,000,000; or

          (E)     such Letter of Credit is to be used for a purpose other than
     supporting the performance of a Person under a contract or agreement in the
     ordinary course of business or is to be denominated in a currency other
     than U.S. dollars.

          (iii)   No L/C Issuer shall be under any obligation to amend any
Letter of Credit if (A) such L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof or (B)
the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit.

          (b)     PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT;
AUTO-RENEWAL LETTERS OF CREDIT. (i) Each Letter of Credit shall be issued or
amended, as the case may be, upon delivery by the Borrower delivered to an L/C
Issuer (with a copy to the Administrative Agent) of a notice of issuance in the
form set forth on EXHIBIT B-2 (a "NOTICE OF ISSUANCE") appropriately completed
and signed by a Responsible Officer of the Borrower together with (x) the
confirmation by a Designated Officer in the form of a Bringdown Certificate
attached as Annex A thereto, as to the satisfaction of the conditions in
SECTIONS 3.02(c) and 3.02(d) and (y) a Letter of Credit Application
appropriately completed and signed by a Responsible Officer of the Borrower,
attached as Annex B thereto. The Notice of Issuance and annexes thereto must be
received by such L/C Issuer and the Administrative Agent not later than 11:00
a.m. at least two Business Days (or such later date and time as such L/C Issuer
may agree in a particular instance in its sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, the Letter of Credit Application
shall specify in form and detail satisfactory to such L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents, if any, to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (G) such other matters as such L/C Issuer may reasonably
require. In the case of a request for an amendment of any outstanding Letter of
Credit, the Letter of Credit Application shall specify in form and detail
satisfactory to such L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters as the L/C Issuer
may reasonably require.

          (ii)    Promptly after receipt of any Letter of Credit Application,
the relevant L/C Issuer will confirm with the Administrative Agent (by telephone
or in writing) that the

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                                       32

Administrative Agent has received a copy of such Letter of Credit Application
and the Notice of Issuance from the Borrower and, if not, such L/C Issuer will
provide the Administrative Agent with a copy thereof. Upon receipt by such L/C
Issuer of confirmation from the Administrative Agent that the requested issuance
or amendment is permitted in accordance with the terms hereof, then, subject to
the terms and conditions hereof, such L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrower or enter into the
applicable amendment, as the case may be, in each case in accordance with such
L/C Issuer's usual and customary business practices. Immediately upon the
issuance of each Letter of Credit, each Bank shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such
Bank's Commitment Percentage TIMES the amount of such Letter of Credit.

          (iii)   If the Borrower so requests in any applicable Letter of Credit
Application, any L/C Issuer shall, subject to SECTION 2.04(a), issue a Letter of
Credit that has automatic renewal provisions (each, an "AUTO-RENEWAL LETTER OF
CREDIT"); PROVIDED that any such Auto-Renewal Letter of Credit must permit such
L/C Issuer to prevent any such renewal at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the "NONRENEWAL NOTICE
DATE") in each such twelve-month period to be agreed upon at the time such
Letter of Credit is issued; PROVIDED that if such L/C Issuer decides not to
renew such Auto-Renewal Letter of Credit, such L/C Issuer shall notify the
Administrative Agent and the Borrower no later than the Nonrenewal Notice Date
of such nonrenewal. Unless otherwise directed by such L/C Issuer, the Borrower
shall not be required to make a specific request to such L/C Issuer for any such
renewal. Once an Auto-Renewal Letter of Credit has been issued, the Banks shall
be deemed to have authorized (but may not require) such L/C Issuer to permit the
renewal of such Letter of Credit at any time to an expiry date not later than
twelve months after the date of such renewal; PROVIDED, HOWEVER, that such L/C
Issuer shall not permit any such renewal if (A) the existing expiry date is
after the end of the Availability Period, (B) such L/C Issuer has determined
that it would have no obligation at such time to issue such Letter of Credit in
its renewed form under the terms hereof (by reason of the provisions of SECTION
2.04(a) or otherwise) or (C) such L/C Issuer has received notice (which may be
by telephone or in writing) on or before the day that is two Business Days
before the Nonrenewal Notice Date (1) from the Administrative Agent that the
Required Banks have elected not to permit such renewal or (2) from the
Administrative Agent, any Bank or the Borrower that one or more of the
applicable conditions specified in SECTION 3.02 is not then satisfied.

          (iv)    Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the relevant L/C Issuer will also deliver to the
Borrower and the Administrative Agent a true and complete copy of such Letter of
Credit or amendment.

          (c)     DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS. (i)
Upon each of (x) receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit and (y) the date of any payment
by such L/C Issuer under a Letter of Credit (an "HONOR DATE"), the relevant L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. The
Borrower shall reimburse such L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing no later than three Business Days
after the

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Honor Date. If the Borrower fails to reimburse such L/C Issuer on the Honor
Date, the amount of the unreimbursed drawing (the "UNREIMBURSED AMOUNT") shall
bear interest at the Base Rate plus the Base Rate Margin, and if not reimbursed
within such three Business Days thereafter, at the Default Rate, payable on
demand.

          (ii)    If so directed by the L/C Issuer on the Honor Date or at any
time thereafter and prior to the Borrower's reimbursement of the Unreimbursed
Amount, the Administrative Agent shall promptly notify each Bank of the Honor
Date, the Unreimbursed Amount and the amount of such Bank's Commitment
Percentage thereof and shall request each Bank to make its Commitment Percentage
of such Unreimbursed Amount available in accordance with sub-paragraph (iii)
below. Any notice given by an L/C Issuer or the Administrative Agent pursuant to
SECTION 2.04(c)(i) or this SECTION 2.04(c)(ii) may be given by telephone if
immediately confirmed in writing; PROVIDED that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

          (iii)   Each Bank (including any Bank acting as an L/C Issuer) shall
upon any notice pursuant to SECTION 2.04(c)(ii) make funds available to the
Administrative Agent for the account of the relevant L/C Issuer at the
"Administrative Agent's Office" in an amount equal to its Commitment Percentage
of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, each Bank that
so makes funds available with respect to the Unreimbursed Amount shall be deemed
to have made an Unreimbursed Funding in such amount and interest thereon shall
thereafter accrue in favor of such Bank. The Administrative Agent shall remit
the funds so received from the Banks to the relevant L/C Issuer.

          (iv)    Each Bank's obligation to fund Unreimbursed Fundings to
reimburse the L/C Issuers for amounts drawn under Letters of Credit, as
contemplated by this SECTION 2.04(c), shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default; or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing.
No such funding of an Unreimbursed Funding shall relieve or otherwise impair the
obligation of the Borrower to reimburse each L/C Issuer for the amount of any
payment made by such L/C Issuer under any Letter of Credit, together with
interest as provided herein.

          (v) If any Bank fails to make available to the Administrative Agent
for the account of the relevant L/C Issuer any amount required to be paid by
such Bank pursuant to the foregoing provisions of this SECTION 2.04(c) by the
time specified in SECTION 2.04(c)(iii), such L/C Issuer shall be entitled to
recover from such Bank (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to such L/C
Issuer at a rate per annum equal to the Federal Funds Rate from time to time in
effect. A certificate of such L/C Issuer submitted to any Bank (through the
Administrative Agent) with respect to any amounts owing under this clause (v)
shall be conclusive absent manifest error.

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                                       34

          (d)     REPAYMENT OF PARTICIPATIONS. (i) At any time after an L/C
Issuer has made a payment under any Letter of Credit and has received from any
Bank such Bank's Unreimbursed Funding in respect of such payment in accordance
with SECTION 2.04(c), if the Administrative Agent receives for the account of
such L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Bank its Commitment Percentage
thereof (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Bank's Unreimbursed Funding was
outstanding) in the same funds as those received by the Administrative Agent.

          (ii)    If any payment received by the Administrative Agent for the
account of an L/C Issuer pursuant to SECTION 2.04(c)(i) is required to be
returned under any of the circumstances described in SECTION 9.04(b) (including
pursuant to any settlement entered into by such L/C Issuer in its discretion),
each Bank shall pay to the Administrative Agent for the account of such L/C
Issuer its Commitment Percentage thereof on demand of the Administrative Agent,
PLUS interest thereon from the date of such demand to the date such amount is
returned by such Bank, at a rate per annum equal to the Federal Funds Rate from
time to time in effect.

          (e)     OBLIGATIONS ABSOLUTE. The obligation of the Borrower to
reimburse each L/C Issuer for each drawing under each Letter of Credit and to
repay each Unreimbursed Funding shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

          (i)     any lack of validity or enforceability of such Letter of
     Credit, this Agreement, or any other agreement or instrument relating
     thereto;

          (ii)    the existence of any claim, counterclaim, set-off, defense or
     other right that the Borrower may have at any time against any beneficiary
     or any transferee of such Letter of Credit (or any Person for whom any such
     beneficiary or any such transferee may be acting), such L/C Issuer or any
     other Person, whether in connection with this Agreement, the transactions
     contemplated hereby or by such Letter of Credit or any agreement or
     instrument relating thereto, or any unrelated transaction;

          (iii)   any draft, demand, certificate or other document presented
     under such Letter of Credit proving to be forged, fraudulent, invalid or
     insufficient in any respect or any statement therein being untrue or
     inaccurate in any respect; or any loss or delay in the transmission or
     otherwise of any document required in order to make a drawing under such
     Letter of Credit;

          (iv)    any payment by such L/C Issuer under such Letter of Credit
     against presentation of a draft or certificate that does not strictly
     comply with the terms of such Letter of Credit; or any payment made by such
     L/C Issuer under such Letter of Credit to any Person purporting to be a
     trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
     creditors, liquidator, receiver or other representative of or successor to
     any beneficiary or any transferee of such Letter of Credit, including any
     arising in connection with any proceeding under any Bankruptcy Law;

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                                       35

          (v)     any exchange, release or nonperfection of any collateral, or
     any release or amendment or waiver of or consent to departure from the
     Subsidiary Guarantees or any other guarantee, for all or any of the
     Obligations of the Borrower in respect of such Letter of Credit; or

          (vi)    any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including any other circumstance that
     might otherwise constitute a defense available to, or a discharge of, the
     Borrower;

PROVIDED that nothing in this SECTION 2.04(e) shall be deemed a waiver of any
rights of the Borrower under applicable law or the proviso to SECTION 2.04(f).

          The Borrower shall promptly examine a copy of each Letter of Credit
and each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with the Borrower's instructions or other irregularity,
the Borrower will immediately notify the relevant L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against such L/C Issuer and
its correspondents unless such notice is given as aforesaid.

          (f)     ROLE OF L/C ISSUERS. Each Bank and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuers shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuers,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuers shall be liable to any Bank for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Banks or the Required Banks, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit, Notice of Issuance or Letter of
Credit Application. The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; PROVIDED, HOWEVER, that this assumption is not intended to, and shall
not, preclude the Borrower pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuers, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C Issuers, shall be liable or
responsible for any of the matters described in clauses (i) through (vi) of
SECTION 2.04(e); PROVIDED, HOWEVER, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against an L/C Issuer,
and such L/C Issuer may be liable to the Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower, which the Borrower proves were caused by such L/C
Issuer's willful misconduct or gross negligence or such L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) or document(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance,
and not in limitation, of the foregoing, the L/C Issuers may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and the
L/C Issuers shall not be responsible for the validity or sufficiency of any
instrument transferring or assigning or

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                                       36

purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

          (g)     CASH COLLATERAL. If, as of the date of expiration of the
Availability Period, any Letter of Credit may for any reason remain outstanding
and partially or wholly undrawn, the Borrower shall immediately Cash
Collateralize each such Letter of Credit (in an amount equal to the L/C
Obligation in respect of such Letter of Credit determined as of the date of such
expiration of the Availability Period). For purposes hereof, "CASH
COLLATERALIZE" means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the relevant L/C Issuer and the Banks, as collateral
for each L/C Obligation, cash or deposit account balances pursuant to agreements
(each, a "CASH COLLATERAL ACCOUNT AGREEMENT") substantially in the form attached
hereto as EXHIBIT H. Derivatives of such term have corresponding meanings. The
Borrower hereby grants to the Administrative Agent, for the benefit of the
relevant L/C Issuer and the Banks, a security interest in all such cash, deposit
accounts and all balances therein and all proceeds of the foregoing. Cash
Collateral shall be maintained in the Cash Collateral Account(s). If at any time
the Administrative Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Administrative Agent
or that the total amount of such funds with respect to each outstanding Letter
of Credit is less than the amount of the L/C Obligation in respect of such
Letter of Credit, the Borrower will, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited and
held in the Cash Collateral Account(s), an amount equal to the excess of (a)
such aggregate Outstanding Amount with respect to such Letter of Credit over (b)
the total amount of funds, if any, then held as Cash Collateral with respect to
such Letter of Credit that the Administrative Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit for
which funds are on deposit as Cash Collateral, such funds shall be applied, to
the extent permitted under applicable law, to reimburse the L/C Issuer of such
Letter of Credit.

          (h)     APPLICABILITY OF ISP98. Unless otherwise expressly agreed by
an L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as maybe in
effect at the time of issuance) shall apply to each Letter of Credit.

          (i)     LETTER OF CREDIT FEES. The Borrower shall pay to the
Administrative Agent for the account of each Bank in accordance with its
Commitment Percentage a letter of credit fee for each Letter of Credit equal to
the L/C Margin for such Letter of Credit TIMES the (x) daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit) or if applicable, (y)
daily maximum amount then available to be drawn under such Letter of Credit if
such amount may be automatically reduced under the terms of such Letter of
Credit. Such letter of credit fees shall be computed on a quarterly basis in
arrears. Such letter of credit fees shall be due and payable on each Quarterly
Payment Date, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. If there is any change in the L/C Margin during any quarter, the daily
maximum amount of each Letter of Credit shall be computed and multiplied by the
L/C Margin for such Letter of Credit separately for each period during such
quarter that such L/C Margin was in effect.

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                                       37

          (j)     FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO
L/C ISSUER. The Borrower shall pay directly to each L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit issued by it in the
amounts and at the times agreed to by the Borrower and such L/C Issuer. In
addition, the Borrower shall pay directly to each L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of such L/C Issuer relating to letters of
credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.

          (k)     CONFLICT WITH LETTER OF CREDIT APPLICATION. Notwithstanding
anything to the contrary set forth in a Letter of Credit Application, in the
event of any conflict between the terms hereof and the terms of any Letter of
Credit Application, the terms hereof shall control.

          (1)     L/C REPORTS. Each L/C Issuer shall, on the first Business Day
of each week, furnish to the Administrative Agent and the Borrower a written
report setting forth a summary of the issuance date and Expiration Date of each
Letter of Credit issued by such L/C Issuer during the previous week, whether
each such Letter of Credit is a Performance L/C or a Financial L/C, the
Outstanding Amount of the L/C Obligations for such Letters of Credit and
drawings under such Letters of Credit during such time, which report shall be
substantially in the form attached hereto as EXHIBIT J. Each L/C Issuer shall
also notify the Administrative Agent in writing of any increases or decreases in
the Outstanding Amount of the L/C Obligations for Letters of Credit issued by
such L/C Issuer within one Business Day of any such increase or decrease. Each
L/C Issuer that is the issuer of an Existing Letter of Credit confirms that it
has received evidence satisfactory to it from the Borrower that such Letter of
Credit is correctly identified on SCHEDULE III as a Performance L/C or Financial
L/C, as the case may be.

          Section 2.05. PROMISSORY NOTES. (a) Each Bank may, by notice to the
Borrower and the Administrative Agent, request that its Loans be evidenced by a
single Promissory Note payable to the order of such Bank for the account of its
Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Bank's Loans and such Bank's Commitment Percentage of the L/C
Obligations. Each such Promissory Note shall be in substantially the form of
Exhibit A hereto. Each reference in this Agreement to the "Promissory Note" of
such Bank shall be deemed to refer to and include any or all of such Promissory
Notes, as the context may require.

          (b)     Each Bank shall record the date, amount and Type of each Loan
made by it, the date and amount of each Unreimbursed Drawing and the date and
amount of each payment of principal or reimbursement made by the Borrower with
respect thereto, and may, if such Bank so elects in connection with any transfer
or enforcement of its Promissory Note, endorse on the schedule forming a part
thereof appropriate notations to evidence the foregoing information with respect
to each such Loan and Unreimbursed Drawing then outstanding; PROVIDED that the
failure of any Bank to make any such recordation or endorsement shall not affect
the obligations of the Borrower hereunder or under the Promissory Notes. Each
Bank is hereby irrevocably authorized by the Borrower so to endorse its
Promissory Note and to attach to and make a part of its Promissory Note a
continuation of any such schedule as and when required.

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          Section 2.06. MATURITY OF LOANS. Each Loan shall mature, and the
principal amount thereof shall be due and payable (together with interest
accrued thereon), on the Termination Date.

          Section 2.07. INTEREST RATES; MARKET-BASED PREMIUM. (a) Each Base Rate
Loan shall bear interest on the outstanding principal amount thereof, for each
day from the date such Loan is made until it becomes due, at a rate per annum
equal to the sum of the Base Rate for each such day plus the Base Rate Margin.
Such interest shall be payable at maturity and quarterly in arrears on each
Quarterly Payment Date prior to maturity. Any overdue principal of or interest
on any Base Rate Loan shall bear interest, payable on demand, for each day from
and including the date payment thereof was due to but excluding the date of
actual payment, at a rate per annum equal to the Default Rate.

          (b)     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 Rate for such
Interest Period plus the Euro-Dollar Margin for each such day. 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.

          (c)     Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 2% plus the higher of (i) the interest rate
applicable to such Loan on the day before such payment was due and (ii) the
Euro-Dollar Margin for such day plus 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
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 Bank of America is offered to
Bank of America in the London interbank market for the applicable period
determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in SECTION 8.01 shall exist, at a
rate per annum equal to the Default Rate).

          (d)     On each Quarterly Payment Date and on the later of the
Termination Date and the date of payment in full of all Obligations under the
Financing Documents, the Borrower shall pay to the Administrative Agent for the
account of each Bank in accordance with its Commitment Percentage additional
interest equal to the Market-Based Premium, if any, applicable in respect of the
preceding calendar quarter or other period TIMES the average daily Outstanding
Amount during such quarter or other period of the Loans and the L/C Obligations
TIMES the number of days in such quarter or other period DIVIDED by 360. The
Market-Based Premium shall be payable in addition to any then applicable
interest rate or letter of credit fee with respect to Base Rate Loans,
Euro-Dollar Loans and L/C Obligations.

          Section 2.08. FEES. (a) COMMITMENT FEE. The Borrower shall pay to the
Administrative Agent for the account of each Bank in accordance with its
Commitment Percentage, a commitment fee equal to the Commitment Fee Rate TIMES
the actual daily amount

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                                       39

by which Commitments exceed the sum of (i) the Outstanding Amount of Loans and
(ii) (x) the Outstanding Amount of L/C Obligations MINUS (y) all then
outstanding Unreimbursed Drawings; PROVIDED, HOWEVER, that any commitment fee
accrued with respect to any of the Commitments of a Defaulting Bank during the
period prior to the time such Bank became a Defaulting Bank and unpaid at such
time shall not be payable by the Borrower so long as such Bank shall be a
Defaulting Bank except to the extent that such commitment fee shall otherwise
have been due and payable by the Borrower prior to such time; and PROVIDED
FURTHER that no commitment fee shall accrue on any of the Commitments of a
Defaulting Bank so long as such Bank shall be a Defaulting Bank. The commitment
fee shall accrue at all times during the Availability Period, including at any
time during which one or more of the conditions in ARTICLE 3 is not met. Accrued
fees under this Section shall be payable quarterly in arrears on each Quarterly
Payment Date commencing with the first such date to occur after the Effective
Date and upon the date of termination of the Commitments in their entirety.

          (b)     OTHER FEES. The Borrower shall pay to the Joint Lead Arrangers
and the Administrative Agent for their own respective accounts fees in the
amounts and at the times specified in the Fee Letter and shall pay the other
fees set forth in the Fee Letter in the amount and at the times specified
therein. Each such fee shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

          Section 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon at least three Business Days' notice to the Administrative
Agent, which notice must be received by the Administrative Agent not later than
11:00 a.m., (i) terminate the Commitments and the Letter of Credit Sublimit at
any time, if no Loans or Letters of Credit are outstanding at such time, or (ii)
ratably reduce from time to time by an aggregate amount of U.S. $10,000,000 or
any larger multiple thereof, the aggregate amount of (x) the Commitments in
excess of the aggregate outstanding amount of the Loans or (y) the Letter of
Credit Sublimit in excess of the aggregate outstanding amount of Letters of
Credit. Each such notice shall be given by a Responsible Officer of the Borrower
and shall be irrevocable when given. Promptly after receiving a notice pursuant
to this Section, the Administrative Agent shall notify each Bank of the contents
thereof. All commitment fees accrued until the effective date of any termination
of the Commitments under this SECTION 2.09 shall be paid on the effective date
of such termination.

          Section 2.10. MANDATORY TERMINATION OF COMMITMENTS. (a) The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

          (b)     If after giving effect to any reduction or termination of
unused Commitments under SECTION 2.09, the Letter of Credit Sublimit exceeds the
amount of the Commitments, such Letter of Credit Sublimit shall be automatically
reduced by the amount of such excess.

          Section 2.11. PREPAYMENTS. (a) OPTIONAL. (i) Subject in the case of
Euro-Dollar Loans to SECTION 2.13, the Borrower may upon notice to the
Administrative Agent not later than 10:30 a.m. (i) on the Business Day preceding
the date of prepayment of any Group of Loans comprised of Base Rate Loans or
(ii) the third Business Day before the date of prepayment of any Group of Loans
comprised of Euro-Dollar Loans, prepay any such Group of Loans (or

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                                       40

Borrowing), in each case in whole at any time, or from time to time in part in
amounts aggregating U.S.$10,000,000 or a larger multiple of U.S.$1,000,000, by
paying the principal amount to be prepaid together with, in the case of
Euro-Dollar Loans, accrued interest thereon to but not including the date of
prepayment. Each such notice shall be given by a Responsible Officer of the
Borrower, shall be irrevocable when given and shall specify the date of such
prepayment and the amount and Type of Loans to be prepaid. Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Banks
included in such Group of Loans.

          (ii)    Upon receipt of a notice of prepayment pursuant to this
Section, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's ratable share (if any) of such prepayment
and once notice is so given to the Banks, the Borrower's notice of prepayment
shall not thereafter be revocable by the Borrower.

          (b)     MANDATORY. If for any reason the Total Outstandings at any
time exceed the Commitments then in effect, the Borrower shall immediately
prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; PROVIDED, HOWEVER, that the Borrower shall not be
required to Cash Collateralize the L/C Obligations pursuant to this SECTION
2.11(b) unless after the prepayment in full of the Loans the Total Outstandings
exceed the Commitments then in effect.

          Section 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) All payments to
be made by the Borrower shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. The Borrower shall make each
payment of principal of, and interest on, the Loans and Unreimbursed Amounts and
of fees hereunder not later than 2:00 p.m. on the date when due, in federal or
other funds immediately available in New York City, to the Administrative Agent
at its address specified in or pursuant to SECTION 9.01. The Administrative
Agent will promptly distribute to each Bank its ratable share of each such
payment received by the Administrative Agent for the respective accounts of the
Banks. All payments received by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue; PROVIDED that payment shall be deemed
received by 2:00 p.m. if the Borrower provides the Administrative Agent with
written confirmation of a Federal Reserve Bank of New York reference number no
later than 4:00 p.m. on such Business Day. Whenever any payment of principal of,
or interest on, the Base Rate Loans, Unreimbursed Amounts or of fees shall be
due on a day which is not a Business Day, the date for payment thereof shall be
extended to the next succeeding 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
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding
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 Borrower or any Bank has notified the
Administrative Agent, prior to the date any payment is required to be made by it
to the Administrative Agent hereunder, that the Borrower or such Bank, as the
case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Bank, as the case may be, has

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                                       41

timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

          (i)     if the Borrower failed to make such payment, each Bank shall
     forthwith on demand repay to the Administrative Agent the portion of such
     assumed payment that was made available to such Bank in immediately
     available funds, together with interest thereon in respect of each day from
     and including the date such amount was made available by the Administrative
     Agent to such Bank to the date such amount is repaid to the Administrative
     Agent in immediately available funds at the Federal Funds Rate from time to
     time in effect; and

          (ii)    if any Bank failed to make such payment, such Bank shall
     forthwith on demand pay to the Administrative Agent the amount thereof in
     immediately available funds, together with interest thereon for the period
     from the date such amount was made available by the Administrative Agent to
     the Borrower to the date such amount is recovered by the Administrative
     Agent (the "COMPENSATION PERIOD") at a rate per annum equal to the Federal
     Funds Rate from time to time in effect. If such Bank pays such amount to
     the Administrative Agent, then such amount shall constitute such Bank's
     Loan included in the applicable Borrowing. If such Bank does not pay such
     amount forthwith upon the Administrative Agent's demand therefor, the
     Administrative Agent may make a demand therefor upon the Borrower, and the
     Borrower shall repay such amount to the Administrative Agent, together with
     interest thereon for the Compensation Period at a rate per annum equal to
     the rate of interest applicable to the applicable Borrowing. Nothing herein
     shall be deemed to relieve any Bank from its obligation to fulfill its
     Commitment or to prejudice any rights that the Administrative Agent or the
     Borrower may have against any Bank as a result of any default by such Bank
     hereunder.

          A notice of the Administrative Agent to any Bank or the Borrower with
respect to any amount owing under this SUBSECTION (b) shall be conclusive,
absent manifest error.

          (c)     The obligations of the Banks hereunder to make Loans and to
fund participations in Letters of Credit are several and not joint. The failure
of any Bank to make any Loan or to fund any such participation on any date
required hereunder shall not relieve any other Bank of its corresponding
obligation to do so on such date, and no Bank shall be responsible for the
failure of any other Bank to so make its Loan or purchase its participation.

          (d)     If any Bank makes available to the Administrative Agent funds
for any Loan to be made by such Bank as provided in the foregoing provisions of
this ARTICLE 2, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in ARTICLE 3 are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall return such funds (in like funds as
received from such Bank) to such Bank, without interest.

          (e)     Nothing herein shall be deemed to obligate any Bank to obtain
the funds for any Loan in any particular place or manner or to constitute a
representation by any Bank that it has obtained or will obtain the funds for any
Loan in any particular place or manner.

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          Section 2.13. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to ARTICLE 2, 6 or 8 (other than SECTION
8.02)) on any day other than the last day of an Interest Period applicable
thereto, or if the Borrower fails to borrow, prepay, convert or continue any
Euro-Dollar Loans after notice has been given to any Bank in accordance with
SECTION 2.03(a), 2.11(a) or 2.16 (other than as a result of default by such
Bank), the Borrower shall reimburse each Bank within 15 days after written
demand for any resulting loss or expense reasonably incurred by it (or by an
existing or prospective Participant in the related Loan) in obtaining,
liquidating or employing deposits or other funds from third parties., but
excluding loss of margin for the period after any such payment or conversion or
failure to borrow, prepay, convert or continue; PROVIDED that such Bank shall
have delivered to the Borrower a certificate specifying in reasonable detail the
calculation of, and the reasons for, the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

          Section 2.14. COMPUTATION OF INTEREST AND FEES. (a) Interest and fees
hereunder shall be computed on the basis of a year of 360 days for Euro-Dollar
Loans and 365 days (or 366 days in a leap year) for Base Rate Loans and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

          (b)     All determinations and computations of interest rates
hereunder, including, without limitation, the Market-Based Premium, by the
Administrative Agent, any L/C Issuer or the Co-Agents shall be conclusive in the
absence of manifest error.

          Section 2.15. REGULATION D COMPENSATION. Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the
Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan of such
Bank at a rate per annum determined by such Bank up to but not exceeding the
excess of (i) (A) the applicable Euro-Dollar Rate divided by (B) one MINUS the
Euro-Dollar Reserve Percentage over (ii) the applicable Euro-Dollar Rate. Any
Bank wishing to require payment of such additional interest (x) shall so notify
the Borrower and the Administrative Agent, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be payable to such Bank at
the place indicated in such notice with respect to each Interest Period
commencing at least three Business Days after the giving of such notice, and (y)
shall notify the Borrower at least five Business Days prior to each date on
which interest is payable on the Euro-Dollar Loans of the amount then due it
under this Section.

          Section 2.16. METHOD OF ELECTING INTEREST RATES. (a) The Loans
included in each Borrowing shall initially be of the Type specified by the
Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may
from time to time elect to change or continue the Type of each such Group of
Loans (subject to SUBSECTION 2.16(d) of this Section and the provisions of
ARTICLE 8), as follows:

          (i)     if such Loans are Base Rate Loans, the Borrower may elect to
     convert such Loans to Euro-Dollar Loans as of any Business Day, and

          (ii)    if such Loans are Euro-Dollar Loans, the Borrower may elect to
     convert such Loans to Base Rate Loans or elect to continue such Loans as
     Euro-Dollar Loans for

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                                       43

     an additional Interest Period, subject to SECTION 2.13 if any such
     conversion is effective on any day other than the last day of an 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 not later than 11:00 a.m. on the
third Business Day before the conversion or continuation selected in such notice
is to be effective. A Notice of Interest Rate Election shall be given by a
Responsible Officer of the Borrower, shall be irrevocable when given and 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 of Loans and (ii) the portion to which
such Notice of Interest Rate Election applies, and the remaining portion to
which it does not apply, are each at least U.S.$10,000,000 (unless such portion
is comprised of Base Rate Loans). If no such notice is timely received before
the end of an Interest Period for any Group of Loans comprised of Euro-Dollar
Loans, the Borrower shall be deemed to have elected that such Group of Loans be
converted to Base Rate Loans at the end of such Interest Period.

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

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

          (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 2.16(a) above;

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

          (iv)    if such Loans are to be continued as 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)     Promptly after receiving a Notice of Interest Rate Election
from the Borrower pursuant to SUBSECTION (a) above, the Administrative Agent
shall notify each Bank of the contents thereof and such notice shall not
thereafter be revocable by the Borrower.

          (d)     The Borrower shall not be entitled to elect to convert any
Loans to, or continue any Loans for an additional Interest Period as,
Euro-Dollar Loans if (i) the aggregate amount of any Group of Loans comprised of
Euro-Dollar Loans created or continued as a result of such election would be
less than U.S.$10,000,000 or (ii) a Default shall have occurred and be
continuing when the Borrower delivers notice of such election to the
Administrative Agent.

          (e)     After giving effect to all Borrowings, all conversions of
Loans from one Type to the other, and all continuations of Loans as the same
Type, there shall not be more than ten Interest Periods in effect.

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                                       44

                                    ARTICLE 3
                                   CONDITIONS

          Section 3.01. EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with SECTION 9.05):

          (a) receipt by the Co-Agents of counterparts of this Agreement, the
     Borrower Subsidiary Guarantee and the other Financing Documents signed by
     each of the parties hereto and thereto (or, in the case of any party as to
     which an executed counterpart shall not have been received, receipt by the
     Co-Agents in form satisfactory to them of telegraphic, telex or other
     written confirmation from such party of execution of a counterpart hereof
     by such party) and a Promissory Note executed by the Borrower in favor of
     each Bank requesting a Promissory Note;

          (b) receipt by the Co-Agents of an opinion of each of (i) the general
     counsel of the Parent, substantially in the form of EXHIBIT C-l hereto,
     (ii) Beghin & Feider in association with Allen & Overy, special Luxembourg
     counsel for the Borrower, substantially in the form of EXHIBIT D hereto,
     (iii) Appleby, Spurling & Kempe, special Bermuda counsel for the Parent,
     substantially in the form of EXHIBIT E hereto, (iv) Gibson, Dunn & Crutcher
     LLP, special New York counsel to the Borrower and the Parent, substantially
     in the form of EXHIBIT C-2 hereto and (v) counsel to each Subsidiary that
     is or will be a Subsidiary Guarantor on the Effective Date, substantially
     in the form of EXHIBIT K hereto;

          (c) receipt by the Co-Agents of an opinion of Shearman & Sterling,
     special counsel for the Co-Agents in form and substance satisfactory to the
     Co-Agents;

          (d) receipt by the Co-Agents of all documents the Co-Agents may
     reasonably request relating to the existence of the Borrower, the Parent
     and the Subsidiary Guarantors, the corporate authority for and the validity
     of this Agreement, the Promissory Notes and the other Financing Documents,
     and any other matters reasonably determined by the Co-Agents to be relevant
     hereto, all in form and substance reasonably satisfactory to the Co-Agents;

          (e) the Borrower shall have issued bonds convertible into common
     equity of the Parent (the "CONVERTIBLE BONDS") and shall have received no
     less than U.S.$2,500,000,000 in gross proceeds from the sale thereof;

          (f) the Borrower's Debt Securities shall have Debt Ratings of at least
     BBB- by S&P and Ba2 by Moody's and neither S&P nor Moody's shall have
     announced any intention to downgrade such securities;

          (g) receipt by the Co-Agents of the consolidated balance sheet of the
     Parent and its Subsidiaries as of September 30, 2002 and the related
     consolidated statements of income, of shareholders' equity and of cash
     flows for the fiscal year then ended, reported on by PricewaterhouseCoopers
     LLP (without qualification) in a manner satisfactory to the Co-Agents and
     complying with the applicable rules and regulations promulgated by

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                                       45

     the SEC, which have been, in each case, delivered to and filed with the SEC
     on Form 10-K in accordance with the rules and regulations promulgated by
     the SEC;

          (h) except as publicly disclosed prior to January 1, 2003 in the
     Parent's annual report on Form 10-K for the fiscal year ended September 30,
     2002, the Parent shall not have made any material restatement of its
     consolidated balance sheet as of September 30, 2001 and the related
     consolidated statements of income, of shareholders' equity and of cash
     flows for such fiscal year or for any prior period;

          (i) (A) there shall exist no material adverse change in any Existing
     Litigation disclosed to the Co-Agents prior to January 1, 2003 and (B)
     since January 1, 2003 there shall be no other material action, suit or
     proceeding pending against or to the knowledge of the Parent threatened
     against or affecting the Parent or any of its Subsidiaries, except for new
     shareholders' derivative litigation or shareholders' class actions covering
     the same facts as Existing Litigation;

          (j) there shall not have occurred any material adverse development,
     event or change in financial statement reporting required by any regulatory
     or governmental agency (including, without limitation, the SEC) or in any
     other disclosure matter;

          (k) receipt by the Co-Agents of a copy of the Parent's report on Form
     8-K dated December 30, 2002 containing the results to such date of (i) the
     forensic accounting review conducted by Urbach Kahn & Werlin and (ii) the
     legal review conducted by Boies, Schiller & Flexner LLP with respect to the
     matters described in Item 2 of the Parent's Report on Form 10-Q for the
     quarter ended June 30, 2002;

          (1) receipt by the Co-Agents of a certificate of a Designated Officer
     certifying the accuracy of information regarding Debt of the Parent and its
     Subsidiaries existing on the date hereof, Liens of the Parent and its
     Subsidiaries existing on the date hereof, Investments of the Parent and its
     Subsidiaries existing on the date hereof and the ownership structure of the
     Parent and certain of its Subsidiaries, in form and substance satisfactory
     to the Co-Agents; and

          (m) arrangements satisfactory to the Co-Agents shall have been made
     for the payment of all fees and accrued expenses required to be paid on or
     before the Effective Date;

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
February 14, 2003.

          Section 3.02. BORROWINGS. The obligation of any Bank to make a Loan on
the occasion of any Borrowing or of any L/C Issuer to make an L/C Credit
Extension is subject to the satisfaction (or waiver in accordance with SECTION
9.05) of the following conditions:

          (a) receipt by the Administrative Agent of a Notice of Borrowing and,
     if applicable, by such L/C Issuer of a notice of issuance as required by
     SECTION 2.02 or 2.04. as the case may be;

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                                       46

          (b) the fact that, immediately after such Borrowing or issuance, the
     aggregate outstanding amount of Letters of Credit will not exceed the
     Letter of Credit Sublimit and the aggregate outstanding amount of all
     Letters of Credit and the Loans will not exceed the aggregate amount of the
     Commitments;

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

          (d) the fact that (i) the representations and warranties of each
     Obligor contained in the Financing Documents that, by their terms are
     subject to a materiality standard, shall be true on and as of the date of
     such Borrowing or issuance and (ii) all other representations and
     warranties of each Obligor shall be true in all material respects on and as
     of the date of such Borrowing or issuance, in each case except to the
     extent that such representations and warranties specifically refer to an
     earlier date, in which case they shall be true and correct as of such
     earlier date.

Each Borrowing or issuance hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing or issuance as to the
facts specified in SUBSECTIONS (b), (c) and (d) of this Section.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

          Each Obligor party hereto represents and warrants to the Agents and
the Banks that:

          Section 4.01. CORPORATE EXISTENCE AND POWER. Each Obligor is an entity
duly organized and validly existing under the laws of its jurisdiction of
organization. Each Obligor has all corporate powers and all governmental
licenses, authorizations, consents and approvals (collectively, the "CONSENTS")
required to carry on its business as now conducted, other than those powers and
Consents, the failure of which to be possessed or obtained could not, based upon
the facts and circumstances in existence at the time this representation and
warranty is made or deemed made, reasonably be expected to have a Material
Adverse Effect.

          Section 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by each Obligor of this
Agreement and the other Financing Documents to which it is or is to be a party:
(a) are within its corporate powers; (b) have been duly authorized by all
necessary corporate action on its part; (c) require no action by or in respect
of, or filing with, any governmental body, agency or official, in each case, on
its part; and (d) do not contravene, or constitute a default under, any
provision of (i) applicable law or regulation, (ii) its organizational
documents, or (iii) any agreement or instrument evidencing or governing material
Debt of such Obligor or any other material agreement, judgment, injunction,
order, decree or other instrument binding upon such Obligor or any Significant
Subsidiary. No Obligor or any of its Subsidiaries is in violation of any
applicable law or regulation that, nor is any Obligor in violation of any
material agreement, the violation or breach of which, could reasonably be
expected to have a Material Adverse Effect.

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                                       47

          Section 4.03. BINDING EFFECT. This Agreement has been, and each other
Financing Document, when delivered hereunder, will have been, duly executed and
delivered by each Obligor that is party hereto or thereto. This Agreement
constitutes a valid and binding agreement of such Obligor, and each other
Financing Document, when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of each Obligor party
thereto.

          Section 4.04. FINANCIAL INFORMATION. (a) The consolidated balance
sheet of the Parent and its Subsidiaries as of September 30, 2002 and the
related consolidated statements of income, of shareholders' equity and of cash
flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP
and set forth in the Parent's 2002 Form 10-K, a copy of which has been delivered
to each of the Banks, fairly present, in conformity with GAAP, the consolidated
financial position of the Parent and its Subsidiaries as of such date and their
consolidated results of operations and cash flows for such period.

          (b)     Since September 30, 2002, there has been no material adverse
change in the business, assets, liabilities (actual or contingent, other than
contingent obligations arising in the ordinary course of business), results of
operations or condition (financial or otherwise) of the Parent and its
Subsidiaries, considered as a whole.

          (c)     All financial projections concerning the Parent and the
Borrower that have been delivered to the Agents, the Joint Lead Arrangers or the
Banks by or on behalf of the Parent or the Borrower on or prior to the Effective
Date have been prepared in good faith based upon assumptions reasonable at the
time of delivery thereof (it being understood that financial projections are
subject to significant uncertainties and contingencies, many of which are beyond
the control of the Parent and the Borrower, and no assurance can be given that
such projections will be realized).

          Section 4.05. LITIGATION. There is no action, suit or proceeding
pending against, or to the knowledge of the Parent threatened against or
affecting, the Parent or any of its Subsidiaries before any court or arbitrator
or any governmental body, agency or official (a) except as disclosed in the
Parent's filings on Forms 10-K, 10-Q or 8-K on or before the date hereof or as
set forth on SCHEDULE 4.05 (the "EXISTING LITIGATION") and except for
shareholders' derivative litigation or shareholders' class actions based on the
same facts and circumstances as the Existing Litigation, that could, based upon
the facts and circumstances in existence at the time this representation and
warranty is made or deemed made, reasonably be expected to have a Material
Adverse Effect or (b) which in any manner draws into question the validity or
enforceability of the Financing Documents.

          Section 4.06. 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, except
where the failure to so comply could not, based upon the facts and circumstances
in existence at the time this representation and warranty is made or deemed
made, reasonably be expected to have a Material Adverse Effect, 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

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                                       48

Plan, (ii) failed to make any required contribution or payment to any Plan or
Multiemployer Plan, or made any amendment to any Plan, that has resulted in or
could, based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
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), that could, based upon the facts and circumstances existing at
the time this representation and warranty is made or deemed made, reasonably be
expected to have a Material Adverse Effect.

          Section 4.07. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Parent conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Parent and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities 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 Parent has reasonably concluded that such associated
liabilities and costs, including the costs of compliance with Environmental
Laws, could not, based upon the facts and circumstances existing at the time
this representation and warranty is made or deemed made, reasonably be expected
to have a Material Adverse Effect.

          Section 4.08. TAXES. Each Obligor has timely filed, or caused to be
filed, all material tax returns (federal, state, local and foreign), each being
true and correct in all material respects, required to be filed by it and paid
(a) all amounts of taxes shown thereon to be due (including interest and
penalties) and (b) all other material taxes, fees, assessments and other
government changes (including mortgage recording taxes, documentary stamp taxes
and intangible taxes) owing by it, except for such taxes (i) that are not yet
delinquent or (ii) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP. None of the Obligors are aware as of the date hereof of
any proposed tax assessments against it or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect.

          Section 4.09. SUBSIDIARIES. (a) Each of the Parent's Subsidiaries is
duly organized, validly existing and (to the extent such concept is applicable
to it) in good standing under the laws of its jurisdiction of organization,
except where the failure to be so organized, existing or in good standing could
not, based upon the facts and circumstances existing at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect. Each such Subsidiary has all legal powers and
all Consents required to carry on its business as now conducted, other than
those powers and Consents, the failure of which to be possessed or obtained
could not, based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect.

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                                       49

          (b)     As of the Effective Date, the sole assets of Sensormatic
Holding Corporation consist of 100% of the Equity Interests in Sensormatic
Electronics Corporation and Scott Technologies Holdings, Inc. As of the
Effective Date, the sole assets of Scott Technologies Holdings, Inc. consist of
100% of the Equity Interests in Scott Technologies, Inc. and Intercompany Debt.

          Section 4.10. NOT AN INVESTMENT COMPANY. No Obligor is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended or
a "holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935.
Neither the making of any Loan, nor the issuance of any Letter of Credit, nor
the application of the proceeds or repayment thereof by the Borrower will
violate any provision of the Investment Company Act of 1940 or the Public
Utility Holding Company Act of 1935 or any rule, regulation or order of the SEC
thereunder.

          Section 4.11. FULL DISCLOSURE. All information heretofore furnished by
or on behalf of the Obligors to any Agent in connection with this Agreement (as
modified or supplemented by other information so furnished) taken as a whole
does not contain any untrue statement of material fact or omit to state any
material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading; PROVIDED
that, with respect to projected financial information, the Obligors represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time made, it being understood that projections
are subject to significant uncertainties and contingencies, many of which are
beyond the Obligors' control and that no assurance can be given that such
projections will be realized.

          Section 4.12. OBLIGATIONS TO BE PARI PASSU. The obligations of each
Obligor under the Financing Documents rank PARI PASSU as to priority of payment
and in all other respects with all other unsecured and unsubordinated
obligations of such Obligor.

          Section 4.13. OWNERSHIP OF PROPERTY. Each Obligor and each Subsidiary
has good record and marketable title to, or valid leasehold interests in, all
real property necessary or used in the ordinary conduct of its business, except
for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          Section 4.14. INTELLECTUAL PROPERTY; LICENSES, ETC. The Parent and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, licenses and other intellectual
property rights that are used in the operation of their respective businesses as
of the date hereof, except where the failure to own or to have the right to use
would not have a Material Adverse Effect. To the best knowledge of the Parent,
no slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Parent or any Subsidiary infringes upon any rights held by any other Person that
could reasonably be expected to have a Material Adverse Effect.

          Section 4.15. CASUALTY. ETC. Neither the business nor the properties
of any Obligor or any Subsidiary is affected by any fire, explosion, accident,
strike, lockout or other

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                                       50

labor dispute, embargo, war, act of God, terrorism or of the public enemy or
other casualty (whether or not covered by insurance) that could reasonably be
expected to have a Material Adverse Effect.

          Section 4.16. SUBSIDIARY GUARANTORS. As of the Effective Date, the
tangible assets of the Subsidiary Guarantors (other than Tyco Group S.a.r.l and
Alpha), collectively, equal at least 37.5% of Consolidated Tangible Assets.

                                    ARTICLE 5
                                    COVENANTS

          So long as any Bank has any Commitment hereunder, any Letter of Credit
remains outstanding or any amount payable under this Agreement or any Promissory
Note remains unpaid:

          Section 5.01. INFORMATION. The Parent will deliver to each of the
Banks:

          (a)     as soon as available and in any event within 120 days after
     the end of each fiscal year of the Parent, a consolidated balance sheet of
     the Parent and its Subsidiaries as of the end of such fiscal year and the
     related consolidated statements of income, of shareholders' equity and of
     cash flows for such fiscal year, setting forth, in each case in comparative
     form, the figures for the previous fiscal year, such consolidated
     statements to be reported on by PricewaterhouseCoopers LLP or other
     independent public accountants of internationally recognized standing in a
     manner complying with the applicable rules and regulations promulgated by
     the SEC;

          (b)     as soon as available and in any event within 60 days after the
     end of each of the first three quarters of each fiscal year of the Parent,
     a consolidated balance sheet of the Parent and its Subsidiaries as of the
     end of such quarter, the related consolidated statements of income for such
     quarter, and the related consolidated statements of income and cash flows
     for the portion of the Parent's fiscal year ended at the end of such
     quarter, setting forth in the case of such statements of income and of cash
     flows in comparative form the figures for the corresponding quarter (in the
     case of consolidated statements of income) and for the corresponding
     portion of the Parent's previous fiscal year, all certified (subject to
     normal year-end adjustments) as to fairness of presentation, GAAP and
     consistency on behalf of the Parent by a Designated Officer;

          (c)     simultaneously with the delivery of each set of financial
     statements referred to in SUBSECTIONS (a) and (b) above, a copy of a
     certificate on behalf of the Parent signed by a Designated Officer (the
     original of which shall have been delivered to the Administrative Agent)
     (i) setting forth in reasonable detail the calculations required to
     establish whether the Parent was in compliance with the requirements of
     SECTIONS 5.08, 5.09, 5.10, 5.11(b), 5.13, 5.14(b) 5.16 and 5.17, on the
     date of such financial statements together with a description of each
     transaction that qualifies as a Permitted Project Financing, including the
     amount of any Debt related thereto and any Investment therein and (ii)
     stating whether any Default exists on the date of such certificate and, if
     any

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                                       51

     Default then exists, setting forth, in reasonable detail, the nature
     thereof and the action which the Parent is taking or proposes to take with
     respect thereto;

          (d)     within five business days after any Responsible Officer
     obtains knowledge of any Default, if such Default is then continuing, a
     certificate on behalf of the Parent signed by a Designated Officer setting
     forth, in reasonable detail, the nature thereof and the action which the
     Parent is taking or proposes to take with respect thereto;

          (e)     promptly following the mailing thereof to the shareholders of
     the Parent generally, copies of all financial statements, reports and proxy
     statements so mailed;

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

          (g)     promptly upon any Responsible Officer obtaining knowledge of
     the commencement of any action, suit or proceeding before any court,
     arbitrator or other governmental body against the Parent or any of its
     Subsidiaries that, if adversely determined, could reasonably be expected to
     have a Material Adverse Effect, a certificate on behalf of the Parent
     specifying the nature of such action, suit or proceeding and what action
     the Parent is taking or proposes to take with respect thereto;

          (h)     promptly following, and in any event within 10 days of, any
     change or an announcement of an intention to make a change (or of a credit
     watch) in a Debt Rating by any Rating Agency, notice thereof;

          (i)     promptly following any amendment of the Five-Year Credit
     Agreement, a true and complete copy of such amendment; and

          (j)     from time to time, upon reasonable notice, such additional
     information regarding the financial position or business of the Parent and
     its Subsidiaries as the Administrative Agent, at the request of any Bank,
     may reasonably request.

          Information required to be delivered pursuant to SUBSECTION (a), (b),
(e) or (f) above shall be deemed to have been delivered on the date on which the
Parent provides notice to the Banks that such information has been posted on the
Parent's website on the Internet at the website address listed on the signature
pages hereof, at sec.gov/edaux/searches.htm or at another website identified in
such notice and accessible by the Banks without charge; PROVIDED that (i) such
notice may be included in a certificate delivered pursuant to SUBSECTION 5.01
(c) and (ii) the Parent shall deliver paper copies of the information referred
to in SUBSECTION (a), (b), (e) or (f) to any Bank that requests such delivery.

          Section 5.02. PAYMENT OF OBLIGATIONS. The Parent will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all of their respective material obligations and liabilities,
including, without limitation, tax liabilities, except where (i) any such
failure to so pay or discharge could not, based upon the facts and circumstances
in existence at the time, reasonably be expected to have a Material Adverse
Effect or (ii) such

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                                       52

liabilities or obligations are being contested in good faith by appropriate
proceedings. The Parent will maintain, and will cause each Subsidiary to
maintain, in accordance with GAAP, appropriate reserves for the accrual of any
of such liabilities or obligations.

          Section 5.03. MAINTENANCE OF PROPERTY; INSURANCE. (a) Except as
permitted by SECTION 5.04. the Parent will keep, and will cause each Subsidiary
to keep, all property necessary in its business in good working order and
condition, ordinary wear and tear excepted, unless the failure to so keep could
not, based upon the facts and circumstances existing at the time, reasonably be
expected to have a Material Adverse Effect.

          (b)     The Parent will maintain, and will cause each Subsidiary to
maintain, with financially sound and reputable insurers, insurance with respect
to its assets and business against such casualties and contingencies, of such
types (including, without limitation, loss or damage, product liability,
business interruption, larceny, embezzlement or other criminal misappropriation)
and in such amounts as is customary in the case of similarly situated
corporations of established reputations engaged in the same or a similar
business, unless the failure to maintain such insurance could not, based upon
the facts and circumstances existing at the time, reasonably be expected to have
a Material Adverse Effect.

          Section 5.04. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Parent (a) will not engage in any business other than the holding of stock and
other investments in its Subsidiaries and activities reasonably related thereto,
(b) will cause each Subsidiary to engage in business of the same general type as
now conducted by the Parent's Subsidiaries and reasonably related extensions
thereof, and (c) 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
(x) their respective legal existence and (y) their respective rights, privileges
and franchises necessary or desirable in the normal conduct of business, unless
in the case of either the failure of the Parent or any other Obligor to comply
with subclause (c) (y) of this SECTION 5.04 or the failure of a Subsidiary that
is not an Obligor to comply with clause (b) or (c) of this SECTION 5.04. such
failure could not, based upon the facts and circumstances existing at the time,
reasonably be expected to have a Material Adverse Effect; PROVIDED that nothing
in this SECTION 5.04 shall prohibit (i) the merger, consolidation or
amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor)
with or into another Subsidiary of the Borrower, (ii) the sale, lease, transfer,
assignment or other disposition by a Subsidiary of all or any part of its assets
to the Parent or another Subsidiary, (iii) the merger, consolidation or
amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor)
with or into a Person other than the Parent or a Subsidiary, if the Person
surviving such consolidation, merger or amalgamation is a Subsidiary of the
Borrower and immediately after giving effect thereto, no Default shall have
occurred and be continuing, (iv) the sale, lease, transfer, assignment or other
disposition by a Subsidiary of the Borrower (other than a Subsidiary Guarantor)
of all or any part of its assets to a Person other than the Parent or a
Subsidiary, if the Person to which such sale, lease, transfer, assignment or
other disposition is made is a Subsidiary of the Borrower and immediately after
giving effect thereto, no Default shall have occurred and be continuing, (v) any
transaction permitted pursuant to SECTION 5.11 or (vi) the termination of the
legal existence of any Subsidiary of the Borrower (other than a Subsidiary
Guarantor) if the Parent in good faith determines that such termination is in
the best interest of the Parent and is not materially disadvantageous to the
Banks.

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                                       53

          Section 5.05. COMPLIANCE WITH LAWS. The Parent 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 (a) noncompliance therewith could not,
based upon the facts and circumstances in existence at the time, reasonably be
expected to have a Material Adverse Effect or (b) the necessity of compliance
therewith is being contested in good faith by appropriate proceedings.

          Section 5.06. INSPECTION OF PROPERTY, BOOKS AND RECORDS. (a) The
Parent will keep, and will cause each Subsidiary to keep, proper books of record
and account in which true and correct entries shall be made of its business
transactions and activities so that financial statements that fairly present its
business transactions and activities can be properly prepared in accordance with
GAAP.

          (b)     The Parent will permit, and will cause each Subsidiary to
permit, representatives of any Bank at such Bank'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 upon reasonable notice to the Parent, at such reasonable
times and as often as may reasonably be requested by any Bank.

          Section 5.07. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND
OTHER DISTRIBUTIONS. The Parent will not, and will not permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits, owned by the Parent or any Subsidiary,
or pay any Debt owed to the Parent or any Subsidiary, (b) make loans or advances
to the Parent or any Subsidiary or (c) transfer any of its properties or assets
to the Parent or any Subsidiary, except for such encumbrances or restrictions
existing under or by reason of:

          (i)     applicable law, agreements with foreign governments with
     respect to assets located in their jurisdiction, or condemnation or eminent
     domain proceedings,

          (ii)    any of the Financing Documents,

          (iii)   (A) customary provisions restricting subletting or assignment
     of any lease governing a leasehold interest of the Parent or a Subsidiary,
     or (B) customary restrictions imposed on the transfer of copyrighted or
     patented materials or provisions in agreements that restrict the assignment
     of such agreements or any rights thereunder,

          (iv)    provisions contained in the instruments evidencing or
     governing Debt or other obligations or agreements, in each case existing on
     the date hereof,

          (v)     provisions contained in documents evidencing or governing any
     Permitted Receivables Transaction,

          (vi)    provisions contained in instruments evidencing or governing
     Debt or other obligations or agreements of any Person, in each case, at the
     time such Person (A) shall

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       54

     be merged or consolidated with or into the Parent or any Subsidiary, (B)
     shall sell, transfer, assign, lease or otherwise dispose of all or
     substantially all of such Person's assets to the Parent or a Subsidiary, or
     (C) otherwise becomes a Subsidiary, PROVIDED that in the case of clause
     (A), (B) or (C), such Debt, obligation or agreement was not incurred or
     entered into, or any such provisions adopted, in contemplation of such
     transaction and such transaction is otherwise permitted hereunder,

          (vii)   provisions contained in instruments amending, restating,
     supplementing, extending, renewing, refunding, refinancing, replacing or
     otherwise modifying, in whole or in part (collectively, "REFINANCING"),
     instruments referred to in clauses (ii), (iv) and (vi) of this SECTION
     5.07, so long as such provisions are, in the good faith determination of
     the Parent's board of directors, not materially more restrictive than those
     contained in the respective instruments so Refinanced,

          (viii)  provisions contained in any instrument evidencing or governing
     Debt or other obligations of any Parent Subsidiary Guarantor,

          (ix)    any encumbrances and restrictions with respect to a Subsidiary
     imposed in connection with an agreement that has been entered into for the
     sale or disposition of such Subsidiary or its assets, PROVIDED such sale or
     disposition otherwise complies with this Agreement,

          (x)     the subordination (pursuant to its terms) in right and
     priority of payment of any Debt owed by any Subsidiary (the "INDEBTED
     SUBSIDIARY") to the Parent or any other Subsidiary, to any other Debt of
     such Indebted Subsidiary, PROVIDED (A) such Debt is permitted under this
     Agreement and (B) the Parent's board of directors has determined, in good
     faith, at the time of the creation of such encumbrance or restriction, that
     such encumbrance or restriction could not, based upon the facts and
     circumstances in existence at the time, reasonably be expected to have a
     Material Adverse Effect,

          (xi)    provisions governing Preferred Stock issued by a Subsidiary,
     PROVIDED that such Preferred Stock is permitted under SECTION 5.08, and

          (xii)   provisions contained in debt instruments, obligations or other
     agreements of any Subsidiary which are not otherwise permitted pursuant to
     clauses (i) through (xi) of this SECTION 5.07, PROVIDED that the aggregate
     investment of the Parent in all such Subsidiaries (determined in accordance
     with GAAP) shall at no time exceed the greater of (a) U.S.$300,000,000 or
     (b) 3% of Consolidated Tangible Assets.

The provisions of this SECTION 5.07 shall not prohibit (x) Liens not prohibited
by SECTION 5.10 or (y) restrictions on the sale or other disposition of any
property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise
permitted by this Agreement.

          Section 5.08. DEBT. The Parent shall not permit any Subsidiary to
create, incur, assume or suffer to exist any Consolidated Debt other than (i)
Debt in respect of Permitted Securitizations in an aggregate amount not to
exceed U.S.$500,000,000 at any time outstanding, (ii) the Convertible Bonds,
(iii) Debt existing on the date hereof, but only to the extent such Debt was not
incurred in contemplation of the entry into this Agreement, (iv) Debt under
overdraft or

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       55

revolving credit facilities existing on the date hereof in an aggregate amount
not to exceed U.S.$653,000,000 at any one time outstanding, (v) Debt under the
Financing Documents, (vi) Permitted Acquired Debt, (vii) Debt incurred under
Permitted Receivables Transactions, (viii) Synthetic Lease Obligations incurred
after the date hereof pursuant to the TyCom Ship Lease Participation Agreement
as in effect on the Effective Date for ships under construction on the date
hereof in an aggregate amount not to exceed U.S.$30,000,000, (ix) the Borrower's
Guarantee, if any, of the Parent's Liquid Yield Option Notes due 2020, (x) any
Permitted Refinancings of any such Debt described in the foregoing clauses (i),
(ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) and (xi) other Consolidated
Debt in an aggregate outstanding principal amount for all Subsidiaries not to
exceed U.S.$500,000,000.

          Section 5.09. FINANCIAL COVENANTS. (a) FIXED CHARGE COVERAGE. The
ratio of Consolidated EBIT to Consolidated Interest Expense will not, for any
period of four consecutive fiscal quarters, be less than 2.5 to 1.

          (b)     CONSOLIDATED DEBT TO CONSOLIDATED EBITDA RATIO. The Parent
shall maintain at all times a ratio of (i) Consolidated Debt (excluding
Consolidated Debt that the Parent has identified to the Administrative Agent as
intended to be refinanced pursuant to a Permitted Refinancing consummated after
the Effective Date and prior to the date of determination, if as of such date of
determination, such Consolidated Debt (or portion thereof) being refinanced has
not remained outstanding for a period in excess of three months from the date of
the incurrence of such Consolidated Debt pursuant to such Permitted Refinancing)
to (ii) Consolidated EBITDA for the period of four fiscal quarters ended on or
most recently prior to the date of determination of not more than the amount set
forth below for each period set forth below:

<Table>
<Caption>
                        PERIOD                                          RATIO
--------------------------------------------------------------------------------
     <S>                                                              <C>
        Effective Date through March 30, 2003                         4.55:1.00
         March 31, 2003 through June 29, 2003                         4.35:1.00
       June 30, 2003 through September 29, 2003                       4.10:1.00
     September 30, 2003 through December 30, 2003                      3.60:100
           December 31, 2003 and thereafter                           3.50:1.00
</Table>

          (c)     CONSOLIDATED NET WORTH. The Parent shall maintain at the end
of each fiscal quarter of the Parent a Consolidated Net Worth of not less than
the amount set forth below for each period set forth below:

<Table>
<Caption>
                    QUARTER ENDING                                   AMOUNT
--------------------------------------------------------------------------------
          <S>                                                   <C>
                  December 31,2002                              $ 25,400,000,000
                    March 31,2003                               $ 25,700,000,000
                    June 30, 2003                               $ 26,200,000,000
                 September 30, 2003                             $ 26,700,000,000
          December 31, 2003 and thereafter                      $ 27,000,000,000
</Table>

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       56

          Section 5.10. RESTRICTIONS ON LIENS. The Parent will not, and will not
permit any Subsidiary to, create, assume or suffer to exist any Lien on any
property or asset now owned or hereafter acquired by it, except:

          (a)     any Lien existing on any asset on the date hereof securing
     Debt that is outstanding on such date;

          (b)     any Lien existing on any asset of, or Equity Interest in, any
     Person at the time such Person becomes a Subsidiary, which Lien was not
     created in contemplation of such event; PROVIDED that any Debt such Lien
     secures is permitted hereunder;

          (c)     any Lien on any asset securing the payment of all or part of
     the purchase price of such asset upon the acquisition thereof by the Parent
     or a Subsidiary or securing Debt (including any obligation as lessee
     incurred under a capital lease) incurred or assumed by the Parent or a
     Subsidiary prior to, at the time of or within one year after such
     acquisition (or in the case of real property, the completion of
     construction (including any improvements on an existing property) or the
     commencement of full operation of such asset or property, whichever is
     later), which Debt is incurred or assumed for the purpose of financing all
     or part of the cost of acquiring such asset or, in the case of real
     property, construction or improvements thereon; PROVIDED that in the case
     of any such acquisition or construction or improvement, the Lien shall not
     apply to any asset theretofore owned by the Parent or a Subsidiary, other
     than assets so acquired, constructed or improved;

          (d)     any Lien existing on any asset of or Equity Interest in any
     Person at the time such Person is merged or consolidated with or into the
     Parent or a Subsidiary, which Lien was not created in contemplation of such
     event; PROVIDED that any Debt such Lien secures is permitted hereunder;

          (e)     any Lien existing on any asset of or Equity Interest in any
     Person at the time of acquisition thereof by the Parent or a Subsidiary,
     which Lien was not created in contemplation of such acquisition;

          (f)     any Lien arising out of the refinancing of any Debt secured by
     any Lien permitted by any of the SUBSECTIONS (a) through (d) of this
     SECTION 5.10, PROVIDED the principal amount of Debt is not increased and is
     not secured by any additional assets;

          (g)     any Lien to secure Debt of a Subsidiary to the Parent or to a
     Subsidiary Guarantor;

          (h)     any Lien created pursuant to a Permitted Receivables
     Transaction;

          (i)     any Lien created pursuant to a Permitted Project Financing in
     an amount not to exceed the amount of Liens the Parent and its Subsidiaries
     are permitted to incur under the Five-Year Credit Agreement pursuant to an
     amendment after the date hereof that treats as a separate category of
     permitted Liens under SECTION 5.10 thereof Liens in connection with
     Permitted Project Financings; PROVIDED that in no event shall Liens

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       57

     permitted under this clause (i) secure Debt in an aggregate principal
     amount in excess of U.S.$250,000,000;

          (j)     any Lien to Cash Collateralize Letters of Credit issued
     hereunder and any Lien to secure the Obligations of the Obligors under the
     Financing Documents;

          (k)     any Lien in favor of any country (or any department, agency,
     instrumentality or political subdivision of any country) securing
     obligations arising in connection with partial, progress, advance or other
     payments pursuant to any contract, statute, rule or regulation or securing
     obligations incurred for the purpose of financing all or any part of the
     purchase price (including the cost of installation thereof or, in the case
     of real property, the cost of construction or improvement or installation
     of personal property thereon) of the asset subject to such Lien (including,
     but not limited to, any Lien incurred in connection with pollution control,
     industrial revenue or similar financings);

          (1)     Liens arising in the ordinary course of its business that
     secure obligations that (i) do not constitute Debt or (ii) arise in respect
     of letters of credit (other than Letters of Credit issued hereunder) which
     obligations do not exceed U.S.$200,000,000 in the aggregate at any time
     outstanding; PROVIDED that such Liens do not in the aggregate materially
     detract from the value of its assets or materially impair the use thereof
     in the operation of its business;

          (m)     Liens for property taxes not yet due or that are payable
     without penalty;

          (n)     Permitted Liens;

          (o)     any Lien that secures obligations under a Permitted
     Securitization in an aggregate amount not to exceed U.S.$500,000,000;

          (p)     any Lien pursuant to the documentation relating to a Permitted
     Rabbi Trust; and

          (q)     Liens not otherwise permitted by the foregoing clauses (a)
     through (p) of this SECTION 5.10 securing Debt (without duplication) in an
     aggregate principal amount at any time outstanding not to exceed an amount
     equal to the greater of (i) U.S.$300,000,000 and (ii) 3% of Consolidated
     Tangible Assets.

          It is understood that any Lien permitted to exist on any asset
pursuant to the foregoing provisions of this SECTION 5.10 may attach to the
proceeds of such asset.

          Section 5.11. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. (a) The
Parent will not and will not permit any other Obligor or Subsidiary to
consolidate, merge or amalgamate with or into any other Person, except that (i)
a Subsidiary Guarantor may do so if such other Person is not the Parent or the
Borrower and:

          (A)     a Subsidiary Guarantor is the surviving corporation;

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<Page>

                                       58

          (B)     immediately before and after giving effect to such
     transaction, (1) no Default shall have occurred and be continuing and (2)
     the Parent shall be in compliance with SECTION 5.14(b); and

          (C)     such Subsidiary Guarantor has delivered to the Administrative
     Agent a certificate on behalf of such Subsidiary Guarantor signed by one of
     its Responsible Officers and an opinion of counsel, each stating that all
     conditions provided in this SECTION 5.11 relating to such transaction have
     been satisfied; and

          (ii)    a Subsidiary that is not an Obligor may do so if immediately
before and after giving effect to such transaction no Default shall have
occurred and be continuing; PROVIDED that no Subsidiary of the Borrower shall
consolidate with or merge into a Subsidiary that is not a Subsidiary of the
Borrower.

          (b)     (i) The Parent will not, and will not permit any Subsidiary
to, sell, lease or otherwise transfer, in any transaction or series of related
transactions, to any Person (other than the Parent or a Subsidiary) any Property
(including, without limitation, the Equity Interests in any Subsidiary) other
than for fair market value and (ii) the Parent will not, and will not permit any
Subsidiary to, sell, lease or otherwise transfer, in any transaction or series
of related transactions, to any Person (other than the Parent or a Subsidiary)
any Property (including, without limitation, the Equity Interests in any
Subsidiary) having a net book value in excess of 20% of Consolidated Assets
determined as of the end of the fiscal quarter of the Parent most recently ended
at the time of such sale or other transaction, or Property (including without
limitation, Equity Interests in stock of a Subsidiary) which contributed in
excess of 20% of Consolidated EBIT for the fiscal year of the Parent most
recently ended at the time of such sale or other transaction.

          Section 5.12. TRANSACTIONS WITH AFFILIATES. The Parent will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of Equity
Interests or indebtedness, by loan, advance, transfer of property, guarantee or
other agreement to pay, purchase or service, directly or indirectly, any Debt,
or otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in or effect any other transaction
with any Affiliate (collectively, "AFFILIATE TRANSACTIONS"); PROVIDED, HOWEVER,
that the foregoing provisions of this SECTION 5.12 shall not prohibit the Parent
or any of its Subsidiaries from (a) making Restricted Payments (including, for
this purpose, transactions expressly excluded from the definition of a
Restricted Payment) permitted by SECTION 5.13, (b) 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 at least as favorable to the
Parent or such Subsidiary as the terms and conditions that the Parent would
reasonably expect to be obtained in a similar transaction with a Person that is
not an Affiliate at such time, (c) making payments of principal, interest and
premium on any Debt of the Parent or such Subsidiary held by an Affiliate if
such payment is consistent with the terms of subordination of such Debt and the
terms of such Debt are at least as favorable to the Parent or such Subsidiary as
the terms which the Parent would reasonably expect to have been obtained at

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       59

the time of the creation of such Debt from a lender that was not an Affiliate,
(d) paying or granting reasonable compensation and benefits to any director,
officer, employee or agent of the Parent or any Subsidiary, (e) any Affiliate
Transaction required pursuant to the terms of agreements existing on the date
hereof or (f) engaging in any Affiliate Transaction not otherwise addressed in
SUBSECTIONS (a)-(e) of this SECTION 5.12, the terms of which are not less
favorable to the Parent or such Subsidiary than those that the Parent would
reasonably expect to be obtained in a comparable transaction at such time with a
Person that is not an Affiliate.

          Section 5.13. RESTRICTED PAYMENTS. The Parent will not, and will not
permit any Subsidiary to, declare or make any Restricted Payment (excluding
regularly scheduled dividend payments on Preferred Stock of the Parent unless,
after giving effect thereto, the aggregate of all Restricted Payments declared
or made subsequent to the date hereof does not exceed an amount equal to the sum
of (a) U.S.$200,000,000 PLUS (b) with respect to Debt issued after the Effective
Date that is convertible by its terms into common stock of the Parent, the
principal amount of any such convertible Debt that converts into common stock of
the Parent in accordance with its terms, PLUS (c) the aggregate cash proceeds
(net of underwriting commissions) received by the Parent (other than from a
Subsidiary) from the issuance or sale after the date hereof of common stock of
the Parent, PLUS (d) an amount, not to exceed U.S.$200,000,000 in the aggregate,
equal to the product of (x) 0.44 and (y) the principal amount of the Convertible
Bonds that shall have been converted into common stock of the Parent in
accordance with their terms. Nothing in this SECTION 5.13 shall prohibit the
payment of any dividend or distribution within 60 days after the declaration
thereof if such declaration was not prohibited by this SECTION 5.13.

          Section 5.14. SUBSIDIARY GUARANTORS; COVENANT TO GIVE GUARANTEE AND
PARI PASSU GUARANTEES. (a) Neither the Borrower nor the Parent shall permit any
Subsidiary to grant a Pari Passu Guarantee to any Person unless each Subsidiary
that grants any such Pari Passu Guarantee simultaneously grants a Subsidiary
Guarantee in favor of the Agents, the L/C Issuers and the Banks, which Guarantee
shall be PARI PASSU with the Pari Passu Guarantees.

          (b)     If as a result of the following (i) the sale, lease or other
transfer (including without limitation, by way of dividend or other distribution
in either case in property other than cash) by any Subsidiary Guarantor or any
Subsidiary of a Subsidiary Guarantor of any Equity interest or other assets to
the Parent or the Borrower or any Subsidiary that is not a Subsidiary Guarantor
or a Subsidiary of a Subsidiary Guarantor or (ii) the consolidation, merger or
amalgamation of any Subsidiary Guarantor or any Subsidiary of a Subsidiary
Guarantor into the Parent or the Borrower or a Subsidiary that is not a
Subsidiary Guarantor or a Subsidiary thereof (or does not become as a result of
or immediately following such consolidation, merger or amalgamation a Subsidiary
Guarantor or a Subsidiary of a Subsidiary Guarantor), the aggregate Subsidiary
Tangible Assets of the Subsidiary Guarantors and their Subsidiaries,
collectively, is less than the aggregate Subsidiary Tangible Assets of the
Subsidiary Guarantors and their Subsidiaries immediately prior to such
transaction (the "MAINTENANCE LEVEL"), the Parent and the Borrower shall, in
each case at the Borrower's expense, cause such additional Subsidiaries of the
Parent and the Borrower reasonably acceptable to the Co-Agents (each, an
"ADDITIONAL SUBSIDIARY GUARANTOR") to take all actions required hereunder to
become a Subsidiary Guarantor, including, without limitation, the execution and
delivery to the Co-Agents of a Joinder Agreement or a Borrower Subsidiary
Guarantee Supplement, as applicable, as may be required to cause the Subsidiary
Tangible Assets of the Subsidiary Guarantors and their

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       60

Subsidiaries, including such Additional Guarantors, to be equal to or greater
than the Maintenance Level.

          Section 5.15. USE OF PROCEEDS. The proceeds of the Loans made under
this Agreement will be used by the Borrower for its general corporate purposes,
including, without limitation, capital expenditures. None of such proceeds will
be used, directly or indirectly, (a) for the purpose, whether immediate,
incidental or ultimate, of buying or carrying any "margin stock" within the
meaning of Regulation U or (b) to reimburse any drawing under a Letter of
Credit.

          Section 5.16. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. The
Parent will not, and will not permit any Subsidiary to, enter into any Sale and
Leaseback Transaction that would cause the aggregate amount of Attributable Debt
outstanding pursuant to all Sale and Leaseback Transactions entered into by the
Parent or a Subsidiary after the date of this Agreement (other than any
Attributable Debt outstanding pursuant to a Permitted Refinancing of a Sale and
Leaseback Transaction) to exceed U.S.$500,000,000.

          Section 5.17. INVESTMENTS. At all times prior to a Ratings Upgrade,
the Parent will not and will not permit any Subsidiary to make or hold any
Investments other than Permitted Investments.

          Section 5.18. FIVE-YEAR CREDIT AGREEMENT. The Parent will not, and
will not permit the Borrower to, make any amendment to the covenants,
representations, warranties or events of default (or the defined terms included
therein) in the Five-Year Credit Agreement that would result in such provisions
being more restrictive on the Parent and its Subsidiaries than the corresponding
provisions of this Agreement unless this Agreement is simultaneously amended to
include such more restrictive provisions.

          Section 5.19. NEGATIVE PLEDGE. Except as set forth in agreements
existing on the date hereof, the Parent will not enter into or suffer to exist,
or permit any Subsidiary to enter into or suffer to exist, any agreement or
contractual obligation that (a) prohibits or conditions the creation or
assumption of any Lien upon any of its property or assets; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person, unless in any such case such agreement
or contractual obligation specifically excludes from its prohibitions,
conditions and requirements the grant of Liens in favor of the Agents and Banks.

                                    ARTICLE 6
                                    DEFAULTS

          Section 6.01. EVENTS OF DEFAULT. If one or more of the following
events ("EVENTS OF DEFAULT") shall have occurred and be continuing and shall not
have been waived in accordance with SECTION 9.05:

          (a) any principal of any Loan or any L/C Obligation shall not be paid
     when due, or any interest, any fees or other amounts payable hereunder
     shall not be paid within three Business Days of the due date thereof;

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<Page>

                                       61

          (b) the Parent shall fail to observe or perform any covenant contained
     in SECTION 5.08, 5.09, 5.10, 5.11, 5.13, 5.14(a) or 5.19:

          (c) the Parent shall fail to observe or perform any covenant contained
     in SECTION 5.01, 5.07, 5.12, 5.14(b), 5.16 or 5.17, and such failure shall
     not be remedied within five days after any Responsible Officer obtains
     actual knowledge thereof;

          (d) any Obligor shall fail to observe or perform any covenant or
     agreement contained in this Agreement or in any Financing Document (other
     than those covered by clause (a), (b) or (c) of this SECTION 6.01) and such
     failure shall remain unremedied for 10 days after the earlier of (x) any
     Responsible Officer obtaining actual knowledge thereof or (y) notice
     thereof shall have been given to the Parent by the Administrative Agent at
     the request of any Bank;

          (e) any representation, warranty, certification or statement made by
     any Obligor herein or in any other Financing Document or by any Obligor or
     a Designated Officer in writing in any certificate, financial statement or
     other document required to be delivered to the Administrative Agent or any
     of the Banks pursuant to the Financing Documents shall prove to have been
     incorrect in any material respect when made (or deemed made);

          (f) the Parent or any Subsidiary shall fail to make any payment in
     respect of any Material Debt when due (after giving effect to any
     applicable grace period);

          (g) the Parent or any Subsidiary fails to observe or perform any other
     agreement or condition relating to Material Debt or contained in any
     instrument or agreement evidencing, securing or relating thereto, or any
     other event (other than in the case of Material Debt that, by its terms,
     entitles the holders to elect to be paid by payment, repurchase, redemption
     or otherwise on one or more specified dates prior to the final maturity
     thereof notwithstanding the absence of a default, the exercise by the
     holders thereof of the right to require such payment prior to final
     maturity) occurs, the effect of which default or other event is to cause,
     or to permit the holder or holders of such Material Debt or the beneficiary
     or beneficiaries of such Material Debt (or a trustee or agent on behalf of
     such holder or holders or beneficiary or beneficiaries) to cause, with the
     giving of notice if required, such Material Debt to be demanded or to
     become due or to be repurchased, prepaid, defeased or redeemed
     (automatically or otherwise), or an offer to repurchase, prepay, defease or
     redeem such Material Debt to be made, prior to its stated maturity, or such
     Material Debt to become payable or cash collateral in respect thereof to be
     demanded, in each case after the expiration of any applicable grace period;
     PROVIDED that any of the foregoing events with respect to Permitted Project
     Financings shall not constitute an Event of Default hereunder to the extent
     that Section 6.01(g) of the Five-Year Credit Agreement is amended to
     exclude such event with respect to Permitted Project Financings from
     "Events of Default" as such term is defined in the Five-Year Credit
     Agreement; and PROVIDED FURTHER that a drawing under any letter of credit
     or similar obligation by the beneficiary thereof shall not constitute an
     Event of Default hereunder so long as (i) the event entitling such
     beneficiary to make such drawing would not otherwise constitute an Event of
     Default hereunder and (ii) there is no default by the Parent or any
     Subsidiary in the payment of the resulting reimbursement obligation.

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       62

          (h) (i) any corporate action is taken authorizing the winding up,
     liquidation, any arrangement or the taking of any other similar action of
     or with respect to the Parent or authorizing any corporate action to be
     taken to facilitate any such winding up, liquidation, arrangement,
     reorganization or amalgamation or other similar action or any member's
     voluntary winding up of the Parent as provided under the Bermuda Companies
     Law shall be commenced;

          (ii)    (A) any petition shall be filed seeking the liquidation, any
     arrangement or the taking of any other similar action of or with respect to
     the Parent by the Registrar of Companies in Bermuda, or by any other Person
     or Persons, or (B) any petition shall be presented for the winding up of
     the Parent to a court of Bermuda as provided under the Bermuda Companies
     Law, or (C) any creditors' winding up of the Parent as provided under the
     Bermuda Companies Law shall be commenced, or (D) any receiver shall be
     appointed by a creditor of the Parent or by a court of Bermuda on the
     application of a creditor of the Parent as provided under any instrument
     giving rights for the appointment of a receiver thereto, and in the case of
     any such petition, winding up, appointment, order or other matter brought
     or requested by creditors of the Parent, such petition, winding up,
     appointment, order or other matter shall remain undismissed and unstayed
     for a period of 60 days;

          (iii)   the Parent or any Significant Subsidiary shall (A) commence a
     voluntary case or other proceeding seeking liquidation, winding up,
     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 substantially all of its property, or (B)
     consent to any such relief or to the appointment of or taking possession by
     any such official in an involuntary case or other similar proceeding
     commenced against it, or (C) make a general assignment for the benefit of
     creditors, or (D) fail generally to pay its debts as they become due, or
     (E) take any corporate action to authorize any of the foregoing; or

          (iv)    (A) an involuntary case or other proceeding shall be commenced
     against the Parent or any Significant Subsidiary seeking liquidation,
     winding up, 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 substantially all of its
     property, and such involuntary case or other proceeding shall remain in
     effect and undismissed and unstayed for a period of 60 days; or (B) an
     order for relief shall be entered against the Parent or any Significant
     Subsidiary under the Bankruptcy Law of any jurisdiction as now or hereafter
     in effect;

          (i) a judgment or order for the payment of money in excess of U.S.
     $30,000,000 (after deducting amounts covered by insurance, except to the
     extent that the insurer providing such insurance has declined such
     coverage) shall be rendered against the Parent or any Subsidiary and,
     within 60 days after entry thereof, such judgment or order is not
     discharged or execution thereof stayed pending appeal, or within 60 days
     after the expiration of any such stay, such judgment or order is not
     discharged;

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          (j) any person or group of persons (within the meaning of Section 13
     or 14 of the Securities Exchange Act of 1934, as amended) shall have
     acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated
     by the SEC under said Act) of 40% or more of the outstanding shares of
     common stock of the Parent; or, on the last day of any period of twelve
     consecutive calendar months, a majority of members of the board of
     directors of the Parent shall no longer be composed of individuals (i) who
     were members of said board of directors on the first day of such twelve
     consecutive calendar month period or (ii) whose election or nomination to
     said board of directors was approved by individuals referred to in clause
     (i) above constituting at the time of such election or nomination at least
     a majority of said board of directors;

          (k) the Parent or any Subsidiary shall fail to make any payment owing
     by it in respect of any performance bond, performance guaranty or bank
     guaranty issued in lieu of a performance bond or performance guaranty
     (other than a payment which is disputed by the Parent or such Subsidiary in
     good faith), and the aggregate amount of such bonds or guarantees in
     respect of which such defaults have occurred shall exceed U.S,$50,000,000;

          (1) any member of the ERISA Group shall fail to pay when due an amount
     or amounts aggregating in excess of U.S.$5,000,000 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 U.S.$25,000,000;

          (m) the Borrower shall cease to be a Wholly Owned Subsidiary of the
     Parent; or

          (n) any Financing Document shall cease to be valid and enforceable
     against any Obligor party thereto; or any Obligor shall so assert in
     writing.

          Section 6.02. REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or
may, with the consent of, the Required Banks, take any or all of the following
actions:

          (a) declare the commitment of each Bank to make Loans and any
     obligation of the L/C Issuers to issue Letters of Credit to be terminated,
     whereupon such commitments and obligation shall be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all
     interest accrued and unpaid thereon, and all other amounts owing or payable
     hereunder or under

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     any other Financing Document to be immediately due and payable, without
     presentment, demand, protest or other notice of any kind, all of which are
     hereby expressly waived by the Borrower;

          (c) require that the Borrower Cash Collateralize the L/C Obligations
     in respect of each Letter of Credit (in an amount equal to the then
     Outstanding Amount thereof); and

          (d) exercise on behalf of itself and the Banks all rights and remedies
     available to it and the Banks under the Financing Documents or applicable
     law;

PROVIDED, HOWEVER, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower or the Parent under the Bankruptcy
Code of the United States or in the case of any of the Events of Default
specified in SECTION 6.01(h) with respect to any Significant Subsidiary, the
obligation of each Bank to make Loans and any obligation of the L/C Issuers to
issue Letters of Credit shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without any notice or further act of the
Administrative Agent or any Bank.

          Section 6.03. APPLICATION OF FUNDS. After the exercise of remedies
provided for in SECTION 6.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the proviso to SECTION 6.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

          FIRST, to payment of that portion of the Obligations constituting
     fees, indemnities, expenses and other amounts (including Attorney Costs and
     amounts payable under ARTICLE 8) payable to the Administrative Agent in its
     capacity as such;

          SECOND, to payment of that portion of the Obligations constituting
     fees, indemnities, expenses and other amounts (including Attorney Costs and
     amounts payable under ARTICLE 8) payable to the L/C Issuers in their
     capacity as such;

          THIRD, to payment of that portion of the Obligations constituting
     fees, indemnities and other amounts (other than principal and interest)
     payable to the Banks (including Attorney Costs and amounts payable under
     Article 8). ratably among them in proportion to the amounts described in
     this clause THIRD payable to them;

          FOURTH, to payment of that portion of the Obligations constituting
     accrued and unpaid interest on the Loans, Unreimbursed Drawings and
     Unreimbursed Fundings and letter of credit fees with respect to the L/C
     Obligations, ratably among the Banks in proportion to the respective
     amounts described in this clause FOURTH payable to them;

          FIFTH, to payment of that portion of the Obligations constituting
     unpaid principal of the Loans and Unreimbursed Drawings and Unreimbursed
     Fundings, ratably among the Banks in proportion to the respective amounts
     described in this clause FIFTH held by them;

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          SIXTH, to the Administrative Agent for the account of each L/C Issuer,
     to Cash Collateralize that portion of L/C Obligations comprised of the
     aggregate undrawn amount of each Letter of Credit issued by such L/C
     Issuer;

          SEVENTH, to the payment of all other Obligations of the Obligors owing
     under or in respect of the Financing Documents that are due and payable to
     the Administrative Agent and the Banks on such date, ratably based upon the
     respective aggregate amounts of all such Obligations owing to the
     Administrative Agent and the Banks on such date; and

          LAST, the balance, if any, after all of the Obligations have been
     indefeasibly paid in full, to the Borrower or as otherwise required by law.

          Subject to SECTION 2.04(c). amounts used to Cash Collateralize the
undrawn amount of a Letter of Credit pursuant to clause SIXTH above shall be
applied to satisfy drawings under such Letter of Credit as they occur. If any
amount remains on deposit as Cash Collateral after such Letter of Credit has
either been fully drawn or expired, such remaining amount shall be returned to
the Borrower or as otherwise required by law.

          Section 6.04. NOTICE OF DEFAULT. The Administrative Agent shall give
notice to the Parent under SECTION 6.01 (d) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.

                                    ARTICLE 7
                                   THE AGENTS

          Section 7.01. APPOINTMENT AND AUTHORIZATION OF THE AGENTS. (a) Each
Bank hereby irrevocably appoints, designates and authorizes each Agent to take
such action on its behalf under the provisions of this Agreement and each other
Financing Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Financing
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Financing Document, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, nor shall any Agent
have or be deemed to have any fiduciary relationship with any Bank or
Participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other
Financing Document or otherwise exist against any Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Financing Documents with reference to any Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.

          (b)     Each L/C Issuer shall act on behalf of the Banks with respect
to any Letters of Credit issued by it and the documents associated therewith,
and each L/C Issuer shall have all of the benefits and immunities (i) provided
to the Agents in this ARTICLE 7 with respect to any acts taken or omissions
suffered by each L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and the applications and agreements for letters of

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credit pertaining to such Letters of Credit as fully as if the term "Agent" as
used in this ARTICLE 7 and in the definition of "Agent-Related Person" included
each L/C Issuer with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to the L/C Issuers.

          Section 7.02. DELEGATION OF DUTIES. Any Agent may execute any of its
duties under this Agreement or any other Financing Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. No Agent shall be responsible for the negligence or misconduct of
any agent or attorney-in-fact that it selects in the absence of gross negligence
or willful misconduct.

          Section 7.03. LIABILITY OF AGENTS. No Agent-Related Person shall (a)
be liable for any action taken or omitted to be taken by any Agent-Related
Person under or in connection with this Agreement or any other Financing
Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set
forth herein), or (b) be responsible in any manner to any Bank or participant
for any recital, statement, representation or warranty made by any Obligor or
any officer thereof, contained herein or in any other Financing Document, or in
any certificate, report, statement or other document referred to or provided for
in, or received by any Agent under or in connection with, this Agreement or any
other Financing Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Financing Document,
or for any failure of any Obligor or any other party to any Financing Document
to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Bank or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Agreement or any other Financing Document, or to
inspect the properties, books or records of any Obligor or any Affiliate
thereof.

          Section 7.04. RELIANCE BY AGENTS. (a) Each Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Obligor), independent accountants and other experts selected by such
Agent. Each Agent shall be fully justified in failing or refusing to take any
action under any Financing Document unless it shall first receive such advice or
concurrence of the Required Banks as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Each Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Financing Document in accordance with a request or consent of the
Required Banks (or such greater number of Banks as may be expressly required
hereby in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Banks.

          (b)     For purposes of determining compliance with the conditions
specified in SECTION 3.01, each Bank that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder

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to be consented to or approved by or acceptable or satisfactory to a Bank unless
the Co-Agents shall have received notice from such Bank prior to the proposed
Effective Date specifying its objection thereto.

          Section 7.05. NOTICE OF DEFAULT. No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default, except, in the case of the
Administrative Agent, with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the
account of the Banks, unless such Agent shall have received written notice from
a Bank or the Borrower referring to this Agreement, describing such Default and
stating that such notice is a "notice of default." The Administrative Agent will
notify the Banks of its receipt of any such notice. The Administrative Agent
shall take such action with respect to such Default as may be directed by the
Required Banks in accordance with ARTICLE 6: PROVIDED, HOWEVER, that, unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable or in the best interest of the Banks.

          Section 7.06. CREDIT DECISION: DISCLOSURE OF INFORMATION BY AGENT.
Each Bank acknowledges that no Agent-Related Person has made any representation
or warranty to it, and that no act by any Co-Agent hereafter taken, including
any consent to and acceptance by the Administrative Agent of any assignment or
any review of the affairs of any Obligor or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Bank as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Bank represents to each
Co-Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Obligors and their respective Subsidiaries, and all applicable bank or other
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower
hereunder. Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Financing Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Obligors. Except for notices,
reports and other documents expressly required to be furnished to the Banks by
the Administrative Agent herein, no Co-Agent shall have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Obligors or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

          Section 7.07. INDEMNIFICATION OF AGENTS. Whether or not the
transactions contemplated hereby are consummated, the Banks shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf
of any Obligor and without limiting the obligation of any Obligor to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; PROVIDED, HOWEVER, that no

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Bank shall be liable for the payment to any Agent-Related Person of any portion
of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
PROVIDED, HOWEVER, that no action taken in accordance with the directions of the
Required Banks shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Liabilities, this
SECTION 7.07 applies whether any such investigation, litigation or proceeding is
brought by any Bank or any other Person. Without limitation of the foregoing,
each Bank shall reimburse each Co-Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Co-Agents in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Financing Document,
or any document contemplated by or referred to herein, to the extent that the
Co-Agents are not reimbursed for such expenses by or on behalf of the Borrower.
The undertaking in this Section shall survive termination of the Commitments,
the payment of all other Obligations and the resignation of any Co-Agent.

          Section 7.08. AGENTS IN THEIR INDIVIDUAL CAPACITY. Each financial
institution acting as an Agent and its Affiliates may make loans to, issue
letters of credit for the account of, accept deposits from, acquire Equity
Interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with each of the Obligors and their
respective Affiliates as though such financial institution were not an Agent or
an L/C Issuer hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, each financial institution acting
as an Agent or its Affiliates may receive information regarding any Obligor or
its Affiliates (including information that may be subject to confidentiality
obligations in favor of such Obligor or such Affiliate) and acknowledge that
such financial institution shall be under no obligation to provide such
information to them. With respect to its Loans, each financial institution
acting as an Agent shall have the same rights and powers under this Agreement as
any other Bank and may exercise such rights and powers as though it were not an
Agent or L/C Issuer, and the terms "Bank" and "Banks" include each such
financial institution in its individual capacity.

          Section 7.09. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as Administrative Agent at any time by giving notice to the Banks and
the Borrower; PROVIDED that any such resignation by Bank of America shall also
constitute its resignation as L/C Issuer. If the Administrative Agent resigns
under this Agreement, the Required Banks shall appoint from among the Banks a
successor administrative agent for the Banks, which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Banks and
the Borrower, a successor administrative agent from among the Banks. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent, and L/C Issuer and the
respective terms "Administrative Agent," and "L/C Issuer" shall mean such
successor administrative agent and Letter of Credit issuer and

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the retiring Administrative Agent's appointment, powers and duties as
Administrative Agent shall be terminated and the retiring L/C Issuer's rights,
powers and duties as such shall be terminated, without any other or further act
or deed on the part of such retiring L/C Issuer or any other Bank, other than
the obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this ARTICLE 7 and SECTION
9.03 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Banks shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Banks
appoint a successor administrative agent as provided for above. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor,
such successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, discretion, privileges, and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Financing Documents.

          Section 7.10. ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Obligor, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

          (a) to file and prove a claim for the whole amount of the principal
     and interest owing and unpaid in respect of the Loans, L/C Obligations and
     all other Obligations that are owing and unpaid and to file such other
     documents as may be necessary or advisable in order to have the claims of
     the Banks and the Agents (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Banks and the
     Agents and their respective agents and counsel and all other amounts due
     the Banks and the Agents under SECTIONS 2.04(i) and (j), 2.08 and 9.03(a))
     allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Bank to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Banks, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under SECTIONS 2.08 and 9.03(a).

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          Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Bank any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Bank or to authorize the
Administrative Agent to vote in respect of the claim of any Bank in any such
proceeding.

          Section 7.11. GUARANTEE MATTERS. The Banks irrevocably authorize the
Administrative Agent, at its option and in its discretion, so long as no Default
shall have occurred and be continuing, to release any Subsidiary Guarantor from
its obligations hereunder or under the Subsidiary Guarantees (a) if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder and
(b) in the event that all Pari Passu Guarantees, if any, have been released or
are being released simultaneously therewith, upon the earlier to occur of (x) a
Ratings Upgrade or (y) September 30, 2003, if on such date, the Parent has
consolidated U.S. dollar-denominated and Euro-denominated cash and Cash
Equivalents (that are not subject to any Lien or other legal or contractual
restriction by any third party that restricts the use of such cash and Cash
Equivalents) and unutilized commitments available for borrowing under the
Five-Year Credit Agreement (with no event existing that would excuse the lenders
thereunder from funding a request for borrowing) of not less than the sum of (i)
a liquidity cushion of U.S.$l,000,000,OOO PLUS (ii) the then Total Outstandings
PLUS (iii) the then outstanding amount of the Parent's Liquid Yield Option Notes
due 2020 (less the amount of any such securities for which arrangements
satisfactory to the Co-Agents, including defeasance, have been made to satisfy
the Parent's obligations thereunder); PROVIDED, HOWEVER, that any Subsidiary
Guarantee granted pursuant to SECTION 5.14(a) hereunder shall be released in
accordance with its terms. A Responsible Officer of the Borrower shall provide
the Co-Agents with calculations of the foregoing amounts prior to any release of
such Guarantors and shall certify that after giving effect to such release, no
Default shall have occurred and be continuing and all such matters shall be
confirmed by a Designated Officer. If, following such release, the Parent and
the Subsidiaries grant any Pari Passu Guarantees, the obligations of the
Subsidiary Guarantors hereunder shall automatically be reinstated for so long as
such Pari Passu Guarantees shall be outstanding and the Parent and the
Subsidiaries shall take such action as may be reasonably requested by the
Co-Agents to evidence such reinstatement.

          Upon request by the Administrative Agent at any time, the Required
Banks will confirm in writing the Administrative Agent's authority to release
any Subsidiary Guarantor from its obligations hereunder or under the Subsidiary
Guarantees pursuant to this SECTION 7.11. In each case as specified in this
SECTION 7.11, the Administrative Agent will, at the Borrower's expense, execute
and deliver to the applicable Obligor such documents as such Obligor may
reasonably request to release such Guarantor from its obligations hereunder or
under the Subsidiary Guarantees, in each case in accordance with the terms of
the Financing Documents and this SECTION 7.11.

          Section 7.12. OTHER AGENTS; ARRANGERS AND MANAGERS. None of the Banks
or other Persons identified on the facing page or signature pages of this
Agreement as a "documentation agent," "book manager," "lead manager,"
"arranger," "lead arranger" or "co-arranger" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than,
in the case of such Banks, those applicable to all Banks as such. Without
limiting the foregoing, none of the Banks or other Persons so identified shall
have or be deemed

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to have any fiduciary relationship with any Bank. Each Bank acknowledges that it
has not relied, and will not rely, on any of the Banks or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

          Section 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR
UNFAIR. If the Required Banks determine that for any reason adequate and
reasonable means do not exist for determining the Euro-Dollar Rate for any
requested Interest Period with respect to a proposed Euro-Dollar Loan, or that
the Euro-Dollar Rate for any requested Interest Period with respect to a
proposed Euro-Dollar Loan does not adequately and fairly reflect the cost to
such Bank of funding such Loan, or that dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
the Interest Period of such Euro-Dollar Loan, the Administrative Agent will
promptly so notify the Borrower and each Bank. Thereafter, the obligation of the
Banks to make or maintain Euro-Dollar Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Banks) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Euro-Dollar Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

          Section 8.02. ILLEGALITY. If, on or after the date of this Agreement,
any Bank has determined in its reasonable judgment that 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 Bank (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 such Bank (or its Euro-Dollar Lending
Office) to make, maintain or fund its Euro-Dollar Loans or to determine or
charge interest based upon the Euro-Dollar Rate and such Bank shall so notify
the Administrative Agent, the Administrative Agent shall forthwith give notice
specifying the circumstances giving rise to such suspension to the other Banks
and the Borrower, whereupon, until such Bank notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist (which such Bank agrees to do promptly upon such circumstances
ceasing to exist), the obligation of such Bank 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 Bank 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 Bank in the good faith exercise of its discretion, be otherwise
disadvantageous to such Bank. If such notice is given, each Euro-Dollar Loan of
such Bank 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 Bank may lawfully continue to maintain and fund such Loan as a
Euro-Dollar Loan to such day or (b) immediately if such Bank shall determine
that it may not lawfully continue to maintain and fund such Loan as a
Euro-Dollar Loan to such day.

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          Section 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after
the date of this Agreement, in the case of any Loan or Unreimbursed Amount or
any obligation to make Loans or issue or participate in any Letter of Credit or
fund any Unreimbursed Drawing, any Bank has determined in its reasonable
judgment that 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 Bank (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
with respect to any Euro-Dollar Loan any such requirement with respect to which
such Bank is entitled to compensation during the relevant Interest Period under
SECTION 2.15), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the London interbank market any other condition
affecting its Loans, its participation in any Letter of Credit, its share of any
Unreimbursed Drawing, its Promissory Note or its obligation to make Loans, issue
Letters of Credit or fund Unreimbursed Drawings and the result of any of the
foregoing is to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Loan, or to fund Unreimbursed Drawings or
to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Promissory Note
with respect thereto, by an amount deemed by such Bank to be material to such
Bank, then, within 15 days after written demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.

          (b)     If any Bank shall have determined that, after the date of this
Agreement, 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 Bank (or its Bank Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Bank 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 Bank to be material, then from time to time, within 15 days after
written demand by such Bank (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank (or its Bank Parent) for such reduction.

          (c)     Each Bank will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after the
date of this Agreement, which will entitle such Bank to compensation pursuant to
this Section; PROVIDED that (i) if any Bank fails to give such notice within 90
days after it obtains actual knowledge of such an event, such Bank shall only be
entitled to payment under this SECTION 8.03 for costs incurred from and after
the date 90 days prior to the date that such Bank does give such notice and (ii)
each such Bank

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will designate a different Applicable 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 Bank in the good faith exercise of its discretion, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming
compensation under this Section and setting forth in reasonable detail the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error.

          Section 8.04. TAXES. (a) Any and all payments by any Obligor to or for
the account of any Bank or any Agent hereunder or under any Promissory Note or
other Financing Document shall be made free and clear of and without deduction
for any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, EXCLUDING, in
the case of each Bank and each Agent, taxes imposed on or measured by its
income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which such Bank or such Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on or measured
by its income, and franchise or similar taxes imposed on it, by the jurisdiction
of such Bank's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, duties, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as its "Taxes," and
all such excluded taxes being hereinafter referred to as its "DOMESTIC TAXES").
If an Obligor shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Promissory Note or other Financing
Document to any Bank or Agent, (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 8.04) such Bank 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) such Obligor shall make such
deductions, (iii) such Obligor shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law
and (iv) such Obligor shall furnish to the Administrative Agent, at its address
referred to in SECTION 9.01, the original or a certified copy of a receipt
evidencing payment thereof.

          (b)     In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes or charges or
similar levies (in each case other than to the extent imposed under the federal
laws of the United States) which arise from any payment made hereunder or under
any Promissory Note or other Financing Document or from the execution or
delivery of, or otherwise with respect to, this Agreement or any other Financing
Document (hereinafter referred to as "OTHER TAXES").

          (c)     The Borrower agrees to indemnify each Bank and each 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 8.04) paid by such Bank or Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. In addition, the Borrower agrees to indemnify each Agent and
each Bank for all Domestic Taxes and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
to the extent that such Domestic Taxes result from any payment or
indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by
any jurisdiction other than the United States or (ii) Domestic Taxes of such
Agent or such Bank, as the case may be. This indemnification shall

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be made within 15 days from the date such Bank or Agent (as the case may be)
makes demand therefor.

          (d)     If the Borrower is required to pay additional amounts to or
for the account of any Bank pursuant to this SECTION 8.04, then such Bank will
change the jurisdiction of its Applicable Lending Office so as to eliminate or
reduce any such additional payment which may thereafter accrue if such change,
in the judgment of such Bank in the good faith exercise of its discretion, is
not otherwise disadvantageous to such Bank.

          Section 8.05. BASE RATE LOANS SUBSTITUTED FOR EURO-DOLLAR LOANS. If
(i) the obligation of any Bank to make, or to continue or convert outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to SECTION 8.01 or
8.02 or (ii) any Bank has demanded compensation under SECTION 8.03 or 8.04 with
respect to its Euro-Dollar Loans that bear interest at the Euro-Dollar Rate and
the Borrower shall, by at least five Business Days' prior notice to such Bank
through the Administrative Agent, have elected that the provisions of this
Section shall apply to such Bank, then, unless and until such Bank notifies the
Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist (which such Bank agrees to do promptly upon such
circumstances ceasing to exist), all Loans which would otherwise be made by such
Bank as (or continued as or converted to) Euro-Dollar Loans shall instead be
Base Rate Loans on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks. If such
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer exist, the principal amount of each such
Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day of
the next succeeding Interest Period applicable to the related Euro-Dollar Loans
of the other Banks.

          Section 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded
compensation for increased costs pursuant to SECTION 8.03 or 8.04 or is entitled
to payments under SECTION 8.04(a) or (ii) has determined that the making or
maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant
to SECTION 8.02 and similar additional interest or compensation has not been
demanded by, or a similar determination has not been made by, all of the Banks,
the Borrower shall have the right (with the assistance of the Administrative
Agent and consent of the L/C Issuers) to designate an Assignee which is not an
Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and
Assumption Agreement in substantially the form of EXHIBIT F hereto, the
outstanding Loans and Commitment of such Bank and to assume all of such Bank's
other rights and obligations hereunder without recourse to or warranty by, or
expense to, such Bank, for a purchase price equal to (A) the principal amount of
all of such Bank's outstanding Loans and Unreimbursed Fundings PLUS (B) any
accrued but unpaid interest thereon PLUS (C) the accrued but unpaid fees in
respect of that Bank's Commitment hereunder PLUS (D) such amount, if any, as
would be payable pursuant to SECTION 2.13 if the outstanding Loans of such Bank
were prepaid in their entirety on the date of consummation of such assignment
PLUS (E) any other amounts due and payable to such Bank hereunder.

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                                    ARTICLE 9
                                  MISCELLANEOUS

          Section 9.01. NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. (a)
GENERAL. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Financing Document
shall be in writing (including by facsimile transmission). All such written
notices shall be mailed, faxed or delivered to the applicable address, facsimile
number or (subject to SUBSECTION (c) below) electronic mail address, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:

          (i)     if to the Borrower or the Parent, as specified on the
     signature pages hereof, if to any Parent Subsidiary Guarantor or any
     Co-Agent or any L/C Issuer, to the address, facsimile number, electronic
     mail address or telephone number specified for such Person on SCHEDULE 9.01
     or to such other address, facsimile number, electronic mail address or
     telephone number as shall be designated by such party in a notice to the
     other parties; and

          (ii)    if to any other Bank, to the address, facsimile number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire or to such other address, facsimile number, electronic mail
     address or telephone number as shall be designated by such party in a
     notice to the Borrower, the Administrative Agent and the L/C Issuers.

          All such notices and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of
SUBSECTION (d) below), when delivered; PROVIDED, HOWEVER, that notices and other
communications to the Administrative Agent and the L/C Issuer pursuant to
ARTICLE 2 shall not be effective until actually received by such Person. In no
event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

          (b)     EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES. Financing
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable law, have the
same force and effect as manually signed originals and shall be binding on all
Obligors, the Agents and the Banks. The Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed
original thereof; PROVIDED, HOWEVER, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.

          (c)     LIMITED USE OF ELECTRONIC MAIL. Electronic mail and internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in SECTION 5.01,
and to distribute Financing Documents for execution by the parties thereto, and
may not be used for any other purpose.

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          (d)     RELIANCE BY AGENT AND BANKS. The Agents, the L/C Issuers and
the Banks shall be entitled to rely and act upon any notices (including
telephonic Notices of Borrowing) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each
Agent-Related Person and each Bank from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

          Section 9.02. NO WAIVERS. No failure or delay by any Agent or any Bank
in exercising any right, power or privilege hereunder or under any other
Financing Document 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
and therein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

          Section 9.03. EXPENSES; INDEMNIFICATION. (a) ATTORNEY COSTS, EXPENSES
AND TAXES. The Borrower agrees (i) to pay or reimburse the Co-Agents for all
costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Financing Documents,
and any amendment, waiver, consent or other modification of the provisions
hereof and thereof (whether or not the transactions contemplated hereby or
thereby are consummated), and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs, and
(ii) to pay or reimburse the Co-Agents and each Bank for all costs and expenses
incurred in connection with the enforcement of any rights or remedies under this
Agreement or the other Financing Documents (including all such costs and
expenses incurred during any legal proceeding, including any proceeding under
any Bankruptcy Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Co-Agents and the costs of independent public
accountants and other outside experts retained by the Co-Agents or any Bank. All
amounts due under this SECTION 9.03(a) shall be payable within ten Business Days
after demand therefor. The agreements in this Section shall survive the
termination of the Commitments and repayment of all other Obligations. If any
Obligor fails to pay when due any costs, expenses or other amounts payable by it
hereunder or under any Financing Document, including, without limitation,
Attorney Costs and indemnities, such amount may be paid on behalf of such
Obligor by any Agent or any Bank, in its sole discretion.

          (b)     INDEMNIFICATION BY THE BORROWER. Whether or not the
transactions contemplated hereby are consummated, the Borrower shall indemnify
and hold harmless each Agent-Related Person, each Agent, each the L/C Issuer,
each Bank and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively, the "INDEMNITEES") from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, out-of-pocket expenses and
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any time be imposed

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on, asserted against any such Indemnitee or to which any Indemnitee may be
subject in any way relating to or arising out of or in connection with (a) the
execution, delivery, enforcement, performance or administration of any Financing
Document or any other agreement, letter or instrument delivered in connection
with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by
any L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (c) any actual or alleged presence or
release of Hazardous Substances on or from any property currently or formerly
owned or operated by the Borrower, any Subsidiary or any other Obligor, or any
environmental liability related in any way to the Borrower, any Subsidiary or
any other Obligor, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "INDEMNIFIED LIABILITIES"), in all cases, whether
or not caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; PROVIDED that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee; PROVIDED FURTHER that no Indemnitee shall have
the right to be indemnified hereunder in connection with any proceedings between
it and another Indemnitee which does not relate to the Borrower. No Indemnitee
shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee (or the Borrower, except to the extent resulting from a judgment
obtained by a third party against an Indemnitee) have any liability for any
indirect, punitive or consequential damages relating to this Agreement or any
other Financing Document or arising out of its activities in connection herewith
or therewith (whether before or after the Effective Date). In the case of an
investigation, litigation or other proceeding to which the indemnity in this
SECTION 9.03(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by any Obligor, its
directors, shareholders or creditors or an Indemnitee or any other Person,
whether or not any Indemnitee is otherwise a party thereto and whether or not
any of the transactions contemplated hereunder or under any of the other
Financing Documents is consummated. All amounts due under this SECTION 9.03(b)
shall be payable within 20 Business Days after demand therefor. The agreements
in this Section shall survive the resignation of any Agent or L/C Issuer, the
replacement of any Bank, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

          Section 9.04. SHARING OF SET-OFFS; PAYMENTS SET ASIDE. (a) Each Bank
agrees that if it shall, by exercising any right of set-off or counterclaim or
otherwise, receive payment of a proportion of the aggregate amounts due with
respect to any Loan or the participation in the L/C Obligations held by it which
is greater than the proportion received by any other Bank in respect of the
aggregate amounts due with respect to any Loan or the participation in the L/C
Obligations held by such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Loans and L/C
Obligations held by the other Banks, and

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such other adjustments shall be made, as may be required, so that all such
payments with respect to the Loans and L/C Obligations held by the Banks shall
be shared by the Banks pro rata; PROVIDED that nothing in this Section shall
impair the right of any Bank 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 Obligors other than indebtedness under the Financing
Documents.

          (b)     To the extent that any payment by or on behalf of the Borrower
is made to any Agent or any Bank, or any Agent or any Bank exercises its right
of set-off, and such payment or the proceeds of such set-off or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by such
Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Bankruptcy Law or
otherwise, then (i) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such set-off had
not occurred, and (ii) each Bank severally agrees to pay to each Agent upon
demand its applicable share of any amount so recovered from or repaid such
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

          Section 9.05. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Agreement or any other Financing Document, and no consent to
any departure by the Borrower or any other Obligor therefrom, shall be effective
unless in writing signed by the Required Banks and the Borrower or the
applicable Obligor, as the case may be, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; PROVIDED, HOWEVER, that
no such amendment, waiver or consent shall:

          (i)     waive any condition set forth in SECTION 3.01(a), or, in the
     case of the initial Credit Extension, SECTION 3.02, without the written
     consent of each Bank;

          (ii)    extend or increase the Commitment of any Bank (or reinstate
     any Commitment terminated pursuant to SECTION 6.02) without the written
     consent of such Bank;

          (iii)   postpone any date scheduled for any payment of principal or
     interest under SECTION 2.06 or 2.07, or any date fixed by the
     Administrative Agent for the payment of fees, commissions or other amounts
     due to the Banks (or any of them) hereunder or under any other Financing
     Document without the written consent of each Bank directly affected
     thereby;

          (iv)    reduce the principal of, or the rate of interest specified
     herein on, any Loan or Unreimbursed Drawing, or (subject to clause (v) of
     the proviso to this SECTION 9.05) any fees or other amounts payable
     hereunder or under any other Financing Document without the written consent
     of each Bank directly affected thereby;

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          (v)     change any provision of this SECTION 9.05 or the definition of
     "Required Banks" or any other provision hereof specifying the number or
     percentage of Banks required to amend, waive or otherwise modify any rights
     hereunder or make any determination or grant any consent hereunder, without
     the written consent of each Bank; or

          (vi)    release the Parent from its obligations under ARTICLE 10 or,
     except in accordance with SECTION 7.11, the Subsidiary Guarantors from
     their obligations hereunder or under the Subsidiary Guarantees, without the
     written consent of each Bank;

and PROVIDED that (i) no amendment, waiver or consent shall, unless in writing
and signed by each L/C Issuer in addition to the Banks required above, affect
the rights or duties of such L/C Issuer under this Agreement or any Letter of
Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
the Administrative Agent in addition to the Banks required above, affect the
rights or duties of, or any fees or other amounts payable to, the Administrative
Agent under this Agreement or any other Financing Document; (iii) no amendment,
waiver or consent shall, unless in writing and signed by each Co-Agent in
addition to the Banks required above, affect the rights or duties of, or any
fees or other amounts payable to, the Co-Agents under this Agreement or any
other Financing Document; (iv) SECTION 9.06(a) may not be amended, waived or
otherwise modified without the consent of each designating Bank all or any part
of whose Loans are being funded by a Conduit at the time of such amendment,
waiver or other modification; and (v) the Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Bank may not be increased or
extended without the consent of such Bank.

          Section 9.06. 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 permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Bank and no Bank may assign
or otherwise transfer any of its rights or obligations hereunder except (i) to
an Assignee in accordance with the provisions of SUBSECTION (b) of this Section,
(ii) by way of participation in accordance with the provisions of SUBSECTION (d)
of this Section, (iii) by way of pledge or assignment of a security interest
subject to the restrictions of SUBSECTION (f) or (i) of this Section, or (iv) to
a Conduit in accordance with the provisions of SUBSECTION (h) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in SUBSECTION (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

          (b)     Any Bank may at any time assign to one or more Assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment and the Loans (including for purposes of this
SUBSECTION (b), participations in L/C

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Obligations) at the time owing to it); PROVIDED that (i) except in the case of
an assignment of the entire remaining amount of the assigning Bank's Commitment
and the Loans at the time owing to it or in the case of an assignment to a Bank
or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the
aggregate amount of the Commitment (which for this purpose includes Loans
outstanding thereunder) or, if the applicable Commitment is not then in effect,
the principal outstanding balance of the Loan of the assigning Bank subject to
each such assignment, determined as of the date the Assignment and Assumption
Agreement, substantially in the form of EXHIBIT F hereto (the "ASSIGNMENT AND
ASSUMPTION AGREEMENT") with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is specified in the Assignment and
Assumption Agreement, as of the Trade Date, shall not be less than
U.S.$55,000,000, or with the consent of the Borrower (such consent not to be
unreasonably withheld or delayed but will not be required if a Default has
occurred and is continuing) U.S.$1,000,000; (ii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Bank's
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned; (iii) any assignment must be approved by the Administrative
Agent and the L/C Issuers unless the Person that is the proposed assignee is
itself a Bank (whether or not the proposed assignee would otherwise qualify as
an Assignee); and (iv) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption Agreement, together
with a processing and recordation fee of U.S.$3,500. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to SUBSECTION (c) of this
Section, from and after the effective date specified in each Assignment and
Assumption Agreement, the Assignee thereunder shall be a party to this Agreement
and, to the extent of the interest assigned by such Assignment and Assumption
Agreement, have the rights and obligations of a Bank under this Agreement, and
the assigning Bank thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption Agreement, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption Agreement
covering all of the assigning Bank's rights and obligations under this
Agreement, such Bank shall cease to be a party hereto but shall continue to be
entitled to the benefits of SECTIONS 2.13, 8.02, 8.04, and 9.03(a) with respect
to facts and circumstances occurring prior to the effective date of such
assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Promissory Note to the Assignee Bank. Any assignment or transfer by a
Bank of rights or obligations under this Agreement that does not comply with
this SUBSECTION shall be treated for purposes of this Agreement as a sale by
such Bank of a participation in such rights and obligations in accordance with
SUBSECTION (d) of this Section.

          (c)     The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Banks, and the Commitments
of, and principal amounts of the Loans and L/C Obligations owing to, each Bank
pursuant to the terms hereof from time to time (the "REGISTER"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Banks may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Bank, at any reasonable time and from time to
time upon reasonable prior notice.

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          (d)     Any Bank may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such Bank's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans and participations in L/C Obligations owing to
it); PROVIDED that (i) such Bank's obligations under this Agreement shall remain
unchanged, (ii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Banks shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Bank sells
such a participation shall provide that such Bank shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; PROVIDED that such agreement or instrument may
provide that such Bank will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
SECTION 9.05 that directly affects such Participant. Subject to SUBSECTION (e)
of this Section, the Borrower agrees that each Participant shall be entitled to
the benefits of Sections 2.13, 8.03 and 8.04 to the same extent as if it were a
Bank and had acquired its interest by assignment pursuant to SUBSECTION (b) of
this Section.

          (e)     A Participant shall not be entitled to receive any greater
payment under SECTION 8.03 or 8.04 than the applicable Bank would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent or by reason of the provisions of SECTION 8.02,
8.3 or 8.04 requiring such Bank 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. A Participant that would be a
foreign Bank if it were a Bank shall not be entitled to the benefits of SECTION
8.03 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with SECTION 8.4 as though it were a Bank.

          (f)     Any Bank may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its
Promissory Note, if any) to secure obligations of such Bank, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; PROVIDED
that no such pledge or assignment shall release such Bank from any of its
obligations hereunder or substitute any such pledgee or Assignee for such Bank
as a party hereto.

          (g)     Notwithstanding anything to the contrary contained in this
SECTION 9.06, but subject to the terms and conditions set forth in this
SUBSECTION (g), any Bank may from time to time, elect to designate a Conduit to
provide all or any part of Loans required to be made by such Bank to the
Borrower pursuant to this Agreement or to acquire a participation interest in
any Loans extended by such Bank hereunder (a "CONDUIT DESIGNATION"), PROVIDED
the designation of a Conduit by any Bank for purposes of this SECTION 9.06(g)
shall be subject to the approval of the Borrower, which shall not be
unreasonably withheld. No additional Promissory Note shall be required with
regard to a Conduit Designation; PROVIDED, HOWEVER, to the extent any Conduit
shall advance funds under a Conduit Designation, the designating Bank shall be
deemed to hold the Promissory Note in its possession as an agent for such
Conduit to the extent

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of the Loan funded by such Conduit. Notwithstanding any such Conduit
Designation, (x) the designating Bank shall remain solely responsible to the
other parties hereto for its obligations under this Agreement and (y) the
Borrower and the Administrative Agent may continue to deal solely and directly
with the designating Bank as agent for such designating Bank's Conduit, in
connection with all of such Conduit's rights and obligations under this
Agreement, unless and until the Borrower and the Administrative Agent are
notified that the designating Bank has been replaced as agent for its Conduit;
any payments for the benefit of any designating Bank and its Conduit shall be
paid to such designating Bank for itself as agent for its Conduit, as
applicable; PROVIDED neither the Borrower nor the Administrative Agent shall be
responsible for any designating Bank's application of any such payments. In
addition, any Conduit may (i) with notice to, but without the prior written
consent of the Borrower and the Administrative Agent, and without paying any
processing fee therefor, assign all or portions of its interest in any Loans to
the Bank that designated such Conduit or to any financial institutions consented
to by the Borrower and the Administrative Agent providing liquidity and/or
credit facilities to or for the account of such Conduit to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any guarantee, surety, credit or liquidity enhancement to such
Conduit.

          (h)     Each party to this Agreement hereby agrees that, at any time a
Conduit Designation is in effect, it shall not institute against, or join any
other person in instituting against, any Conduit any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law, for one year and a day after the
latest maturing commercial paper note issued by such Conduit is paid. This
SECTION 9.06(h) shall survive the termination of this Agreement.

          (i)     Notwithstanding anything to the contrary contained herein, any
Bank that is a Fund may create a security interest in all or any portion of the
Loans owing to it and the Promissory Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, PROVIDED that unless and until such trustee
actually becomes a Bank in compliance with the other provisions of this SECTION
9.06, (i) no such pledge shall release the pledging Bank from any of its
obligations under the Financing Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Bank under the Financing Documents
even though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

          (j)     Notwithstanding anything to the contrary contained herein, if
at any time any L/C Issuer assigns all of its Commitment and Loans pursuant to
SUBSECTION (b) above, such L/C issuer may, upon 30 days' notice to the Borrower
and the Banks, resign as an L/C Issuer. In the event of any such resignation as
L/C Issuer, the Required Lenders shall be entitled to appoint from among the
Banks a successor L/C Issuer; PROVIDED, HOWEVER, that no failure by the Required
Lenders to appoint any such successor shall affect the resignation of such L/C
Issuer as L/C Issuer. If any L/C Issuer resigns as L/C Issuer, it shall retain
all the rights and obligations of an L/C Issuer hereunder with respect to all
Letters of Credit issued by it outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Banks to fund risk participations in
Unreimbursed Amounts pursuant to SECTION 2.04(c)).

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          (1)     Each Assignee shall, on or prior to the effective date of its
Assignment and Assumption Agreement, and each Bank party hereto on the date
hereof shall, on or before the Effective Date, provide the Administrative Agent
with an Administrative Questionnaire and each such Person shall, in the event of
any changes to the information set forth therein, provide the Administrative
Agent with an updated Administrative Questionnaire.

          Section 9.07. COLLATERAL. Each of the Banks represents to the
Administrative Agent and each of the other Banks 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 9.08. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

          Section 9.09. COUNTERPARTS; INTEGRATION. 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.
Delivery by telecopier of an executed counterpart of a signature page to this
Agreement and each other Financing Document shall be effective as delivery of an
original executed counterpart of this Agreement and such other Financing
Document. 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.

          Section 9.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY FINANCING DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
THEM WITH RESPECT TO ANY FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

          Section 9.11. JUDGMENT CURRENCY. If, under any applicable law and
whether pursuant to a judgment being made or registered against any Obligor or
for any other reason, any payment under or in connection with this Agreement, is
made or satisfied in a currency (the "OTHER CURRENCY") other than that in which
the relevant payment is due (the "REQUIRED CURRENCY") then, to the extent that
the payment (when converted into the Required Currency at the rate of exchange
on the date of payment or, if it is not practicable for the party entitled
thereto (the "PAYEE") to purchase the Required Currency with the Other Currency
on the date of payment, at the rate of exchange as soon thereafter as it is
practicable for it to do so) actually

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received by the Payee falls short of the amount due under the terms of this
Agreement, such Obligor shall, to the extent permitted by law, as a separate and
independent obligation, indemnify and hold harmless the Payee against the amount
of such shortfall. For the purpose of this Section, "rate of exchange" means the
rate at which the Payee is able on the relevant date to purchase the Required
Currency with the Other Currency and shall take into account any premium and
other costs of exchange.

          Section 9.12. JUDICIAL PROCEEDINGS, (a) CONSENT TO JURISDICTION. Each
Obligor party hereto irrevocably submits to the non-exclusive jurisdiction of
any Federal or New York State court sitting in New York City over any suit,
action or proceeding arising out of or relating to the Financing Documents. Each
Obligor party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such suit, action or proceeding brought in such court and any claim that any
suit, action or proceeding brought in such court has been brought in an
inconvenient forum. Each Obligor party hereto agrees that a final judgment in
any such suit, action or proceeding brought in such a court shall be conclusive
and binding upon it and will be given effect in Luxembourg to the fullest extent
permitted by applicable law and may be enforced in any Federal or New York State
court sitting in New York City (or any other courts to the jurisdiction of which
such Obligor is or maybe subject) by a suit upon such judgment, PROVIDED that
service of process is effected upon it in one of the manners specified herein or
as otherwise permitted by law.

          (b)     APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. Each Obligor
party hereto hereby irrevocably designates and appoints CT Corporation System
having an office on the date hereof at 111 Eighth Avenue, New York, New York
10011 as its authorized agent, to accept and acknowledge on its behalf, service
of any and all process which may be served in any suit, action or proceeding of
the nature referred to in SUBSECTION (a) above in any Federal or New York State
court sitting in New York City. Each Obligor party hereto represents and
warrants that such agent has agreed in writing to accept such appointment and
that a true copy of such designation and acceptance has been delivered to the
Administrative Agent. Such designation and appointment shall be irrevocable
until all principal and interest and all other amounts payable under the
Financing Documents shall have been paid in full in accordance with the
provisions hereof. If such agent shall cease so to act, each Obligor covenants
and agrees to designate irrevocably and appoint without delay another such agent
satisfactory to the Administrative Agent and to deliver promptly to the
Administrative Agent evidence in writing of such other agent's acceptance of
such appointment.

          (c)     SERVICE OF PROCESS. Each Obligor party hereto hereby consents
to process being served in any suit, action, or proceeding of the nature
referred to in SUBSECTION (a) above in any federal or New York State court
sitting in New York City by service of process upon the agent of such Obligor,
as the case may be, for service of process in such jurisdiction appointed as
provided in SUBSECTION (b) above; PROVIDED that, to the extent lawful and
possible, written notice of said service upon such agent shall be mailed by
registered airmail, postage prepaid, return receipt requested, to such Obligor
at its address specified on the signature pages hereof or to any other address
of which such Obligor shall have given written notice to the Administrative
Agent. Each Obligor party hereto irrevocably waives, to the fullest extent
permitted by law, all claim of error by reason of any such service and agrees
that such service shall be deemed in every respect effective service of process
upon such Obligor in any such suit, action or proceeding and shall, to

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the fullest extent permitted by law, be taken and held to be valid and personal
service upon and personal delivery to such Obligor.

          (d)     NO LIMITATION ON SERVICE OR SUIT. Nothing in this Section
shall affect the right of any Agent or any Bank to serve process in any other
manner permitted by law or limit the right of any Agent or any Bank to bring
proceedings against any Obligor in the courts of any jurisdiction or
jurisdictions.

          (e)     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any other Financing
Document or in any other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery hereof
and thereof. Such representations and warranties have been or will be relied
upon by the Agents and each Bank, regardless of any investigation made by any
Agent or any Bank or on their behalf and notwithstanding that any Agent or any
Bank may have had notice or knowledge of any Default at the time of any L/C
Credit Extension, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.

          Section 9.13. LOANS AND UNREIMBURSED DRAWINGS. Except as otherwise
expressly set forth herein, Unreimbursed Drawings and Unreimbursed Fundings
shall be subject to the provisions contained herein which govern the making,
funding and maintenance of Loans, including, without limitation, the provisions
of ARTICLE 8.

          Section 9.14. CONFIDENTIALITY. Each of the Agents and the Banks agrees
to keep confidential the Confidential Information (as defined below), except
that the Confidential Information may be disclosed (i) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information
confidential); (ii) to the extent requested by any regulatory authority; (iii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process; PROVIDED that in the case of any intended disclosure
under this clause (iii), the Recipient (as defined below) shall (unless
otherwise required by applicable law) give the Parent not less than five
Business Days' prior notice (or such shorter period as may, in the good faith
discretion of the Recipient, be reasonable under the circumstances or may be
required by any court or agency under the circumstances), specifying the
Confidential Information involved and stating such Recipient's intention to
disclose such Confidential Information (including the manner and extent of such
disclosure) in order to allow the Parent an opportunity to seek an appropriate
protective order; (iv) to any other party to this Agreement; (v) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder; (vi) subject
to an agreement containing provisions substantially the same as those of this
Section, to (A) any Assignee of or Participant in, or any prospective Assignee
of or Participant in, any of its rights or obligations under this Agreement or
(B) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Obligors; (vii) with the consent of the Borrower; (viii) to the extent such
Confidential Information (A) becomes publicly available other than as a result
of a breach of this Section or (B) becomes

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available to any Agent or any Bank on a nonconfidential basis from a source
other than the Borrower; (ix) to any state, federal or foreign authority or
examiner (including the National Association of Insurance Commissioners or any
other similar organization) regulating any Bank; or (x) to any rating agency
when required by it (it being understood that, prior to any such disclosure,
such rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to the Obligors received by it from such
Bank). In addition, the Agents and the Banks may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Agents and the Banks in connection with the administration and management of
this Agreement, the other Financing Documents, the Commitments and the L/C
Credit Extensions. For the purposes of this Section, the term "CONFIDENTIAL
INFORMATION" shall mean non-public information furnished by or on behalf of the
Parent or any of its Subsidiaries to any Agent, any Bank or other Person
exercising rights hereunder or required to be bound hereby (collectively
"RECIPIENTS"); PROVIDED that, in the case of information received from an
Obligor after the date hereof, such information is clearly identified in writing
at the time of delivery as confidential; PROVIDED FURTHER that information
regarding the "structure and tax aspects" of the transactions contemplated by
the Financing Documents, within the meaning of Treasury Regulation 1.6011-4T,
shall not constitute Confidential Information hereunder. Any Person required to
maintain the confidentiality of Confidential Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Confidential Information as such Person would accord to
its own confidential information.

          Each Recipient shall agree that, in addition to all other remedies
available, the Parent shall be entitled to specific performance and injunctive
and other equitable relief as a remedy for any breach of this SECTION 9.14 by
such Recipient.

          Notwithstanding paragraph 7 of the Commitment Letter referred to in
the definition of Financing Documents, this SECTION 9.14 shall supersede
paragraph 6 of such Commitment Letter.

          Section 9.15. NO CHALLENGES. The Borrower hereby waives and agrees not
to assert any right to challenge the legality, validity or enforceability of the
Guarantee made by Alpha under the Borrower Subsidiary Guarantee or to assert any
claim against Alpha or any other Person that would affect the legality, validity
or enforceability of such Guarantee.

                                   ARTICLE 10
                                    GUARANTEE

          Section 10.01. THE GUARANTEE. (a) Each of the Parent and each Parent
Subsidiary Guarantor hereby, jointly and severally, absolutely, unconditionally
and irrevocably guarantees the full and punctual payment when due (whether at
scheduled maturity or on any date of a required prepayment or by acceleration,
demand or otherwise) of all Obligations of each other Obligor now or hereafter
existing under or in respect of the Financing Documents (such Obligations being
the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses
(including, without limitation, Attorney Costs) incurred by any Agent or any
Bank in enforcing

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any rights hereunder or any other Financing Document. Without limiting the
generality of the foregoing, each of the Parent and each Parent Subsidiary
Guarantor's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Obligor to any Agent or
any Bank under or in respect of the Financing Documents but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Obligor.

          (b)     Each of the Parent and each Parent Subsidiary Guarantor, each
Agent and each Bank, hereby confirms that it is the intention of all such
Persons that the Guarantee contained in this SECTION 10.01 and the Obligations
of each Parent Subsidiary Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guarantee and the
Obligations of each of the Parent and each Parent Subsidiary Guarantor
hereunder. To effectuate the foregoing intention, the Agents, the Banks and the
Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the
Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time
shall be limited to the maximum amount as will result in the Obligations of such
Guarantor under this Guarantee not constituting a fraudulent transfer or
conveyance.

          (c)     Each of the Parent and each Parent Subsidiary Guarantor hereby
unconditionally and irrevocably agrees that in the event any payment shall be
required to be made to any Agent or any Bank under this Guarantee or any other
guarantee, such Guarantor will contribute, to the maximum extent permitted by
law, such amounts to each other Guarantor and each other guarantor so as to
maximize the aggregate amount paid to the Agents and the Banks under or in
respect of the Financing Documents.

          Section 10.02. GUARANTEE UNCONDITIONAL. Each of the Parent and each
Parent Subsidiary Guarantor guarantees that the Guaranteed Obligations will be
paid strictly in accordance with the terms of the Financing Documents,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Agents or the
Banks with respect thereto. The Obligations of each Guarantor under or in
respect of this Guarantee are independent of the Guaranteed Obligations or any
other Obligations of any other Obligor under or in respect of the Financing
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guarantee, irrespective of whether any
action is brought against the Borrower or any other Obligor or whether the
Borrower or any other Obligor is joined in any such action or actions. The
obligations of each of the Parent and the Parent Subsidiary Guarantors hereunder
shall be unconditional and absolute, and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected, at any time
by:

          (a) any extension, renewal, settlement, compromise, waiver or release
     in respect of any obligation of any Obligor under any Financing Document,
     by operation of law or otherwise;

          (b) any modification or amendment of or supplement to any Financing
     Document (including without limitation, any increase in the Guaranteed
     Obligations resulting from the extension of additional credit to the
     Borrower or any of its Subsidiaries or otherwise);

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          (c) any release, impairment, non-perfection or invalidity of any
     direct or indirect security for any obligation of any Obligor under any
     Financing Document or any taking, release or amendment or waiver of, or
     consent to departure from, any other guarantee for all or any of the
     Guaranteed Obligations;

          (d) any manner of application of any direct or indirect security for
     any obligation of any Obligor under any Financing Document, or proceeds
     thereof, to all or any of the Guaranteed Obligations, or any manner of sale
     or other disposition of any such security for all or any of the Guaranteed
     Obligations or any other Obligations of any Obligor under the Financing
     Documents or any other assets of any Obligor or its Subsidiaries;

          (e) any change in the corporate existence, structure or ownership of
     any Obligor, or any insolvency, bankruptcy, reorganization or other similar
     proceeding affecting any Obligor or its assets or any resulting release or
     discharge of any obligation of any Guarantor or the Borrower contained in
     any Financing Document;

          (f) any failure by any Agent or any Bank to disclose to any Obligor
     any information relating to the business, condition (financial or
     otherwise), operations, performance, properties or prospects of any Obligor
     now or hereafter known to such Agent or such Bank;

          (g) the failure of any other Person to execute or deliver this
     Agreement or any other guarantee or agreement or the release or reduction
     of liability of any Guarantor or any other guarantor or surety with respect
     to the guaranteed obligations;

          (h) the existence of any claim, set-off or other rights which the
     Parent or any Parent Subsidiary Guarantor may have at any time against the
     Borrower, any Agent, any Bank, any other Obligor or any other Person,
     whether in connection herewith or any unrelated transactions; PROVIDED that
     nothing herein shall prevent the assertion of any such claim by separate
     suit or compulsory counterclaim;

          (i) any invalidity or unenforceability for any reason of any Financing
     Document, or any provision of applicable law or regulation purporting to
     prohibit the payment by the Borrower or any other Obligor of any amount
     payable by it under any Financing Document; or

          (j) any other act or omission to act or delay of any kind by the
     Borrower, any Agent, any Bank, any other Obligor or any other Person or any
     other circumstance whatsoever (including, without limitation, the effect of
     any statute of limitations on the liability of any other Person for any of
     the Guaranteed Obligations) or any existence of or reliance on any
     representation by any Agent or any Bank which might, but for the provisions
     of this paragraph, constitute a legal or equitable discharge of or defense
     to such Guarantor's obligations hereunder.

          Section 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. This Agreement shall remain in full force and effect
until the Commitments shall have terminated and the principal of and interest on
the Loans, any L/C Obligation and all other amounts payable by the Borrower or
any Obligor under the Financing Documents shall

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       89

have been paid in full. If at any time any payment of principal of or interest
on any Loan or any other amount payable by the Borrower or any other Obligor
under the Financing Documents is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of the Borrower, any
other Obligor or otherwise, the Parent and each Parent Subsidiary Guarantor's
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.

          Section 10.04. WAIVERS AND ACKNOWLEDGMENTS BY THE GUARANTORS. (a) Each
of the Parent and each Parent Subsidiary Guarantor unconditionally and
irrevocably waives notice of acceptance, promptness, diligence, presentment,
demand for performance, protest or dishonor, notice of nonperformance, default,
acceleration and any other notice with respect to the Guaranteed Obligations and
this Guarantee and any requirement that any Agent or any Bank protect, secure,
perfect or insure any Lien or any property subject thereto or exhaust any right
or take any action against any Obligor or any other Person or any direct or
indirect security for any obligation of any Obligor under any Financing
Document.

          (b)     Each of the Parent and each Parent Subsidiary Guarantor hereby
unconditionally and irrevocably waives any right to revoke this Guarantee and
acknowledges that this Guarantee is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in future.

          (c)     Each of the Parent and each Parent Subsidiary Guarantor hereby
unconditionally and irrevocably waives (i) any defense arising by reason of any
claim or defense based upon an election of remedies by any Agent or any Bank
that in any manner impairs, reduces, releases or otherwise adversely affects the
subrogation, contribution or indemnification rights of such Guarantor or other
rights of such Guarantor to proceed against any other Obligor, any other
guarantor or any other Person or any direct or indirect security for any
obligation of any Obligor under any Financing Document and (ii) any defense
based on any right of set-off or counterclaim against or in respect of the
Obligations of such Guarantor hereunder.

          (d)     Each of the Parent and each Parent Subsidiary Guarantor hereby
unconditionally and irrevocably waives any duty on the part of any Agent or any
Bank to disclose to such Guarantor any matter, fact or thing relating to the
business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Obligor or any of its Subsidiaries now or
hereafter known by such Agent or such Bank.

          (e)     Each of the Parent and each Parent Subsidiary Guarantor
acknowledges that it will receive substantial direct and indirect benefits from
the financing arrangements contemplated by the Financing Documents and that the
waivers set forth in SECTION 10.02 and this SECTION 10.04 are knowingly made in
contemplation of such benefits.

          Section 10.05. SUBROGATION. Each of the Parent and each Parent
Subsidiary Guarantor hereby unconditionally and irrevocably agrees not to
exercise any rights that it may now have or hereafter acquire against the
Borrower, any other Obligor or any other guarantor that arise from the
existence, payment, performance or enforcement of such Guarantor's Obligations
under or in respect of this Guarantee or any other Financing Document,
including, without limitation, any right of subrogation and any right to
participate in any claim or remedy of

                      Tyco Credit Agreement (364-Day 2003)

<Page>

                                       90

any Agent or any Bank against the Borrower, any other Obligor or any other
guarantor or any direct or indirect security for any obligation of any Obligor
under any Financing Document, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, any other Obligor or
any other guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right, unless and until all amounts of principal of and interest on
the Loans, all L/C Obligations and all other amounts payable by the Borrower or
any Obligor under the Financing Documents have been paid in full and the
Commitments have been terminated. If any amount shall be paid to such Guarantor
in violation of the immediately preceding sentence at any time prior to the
latest of (a) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guarantee, (b) the Termination Date and (c) the
latest date of expiration or termination of all L/C Obligations, such amount
shall be received and held in trust for the benefit of the Agents and the Banks,
shall be segregated from other property and funds of such Guarantor and shall
forthwith be paid or delivered to the Administrative Agent in the same form as
so received (with any necessary endorsement or assignment) to be credited and
applied to the Guaranteed Obligations and all other amounts payable under this
Guarantee, whether matured or unmatured, in accordance with the terms of the
Financing Documents, or to be held as security for any Guaranteed Obligations or
other amounts payable under this Guarantee thereafter arising.

          Section 10.06. STAY OF ACCELERATION. In the event that acceleration of
the time for payment of any amount payable by the Borrower or any Obligor under
any Financing Document is stayed upon insolvency, bankruptcy or reorganization
of any such Person, all such amounts otherwise subject to acceleration under the
terms of this Agreement shall nonetheless be payable by the Parent and the
Parent Subsidiary Guarantors hereunder forthwith on demand by the Required
Banks.

                      Tyco Credit Agreement (364-Day 2003)

<Page>

          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.


                                  BORROWER


                                  TYCO INTERNATIONAL GROUP S.A.


                                  By:  /s/ Kevin O'Kelly-Lynch
                                       -----------------------------------------
                                       Name:  Kevin O'Kelly-Lynch
                                       Title: Managing Director

                                       Address: 17, boulevard Grande-Duchesse
                                                Charlotte
                                                L-1331 Luxembourg

                                       Facsimile number: +352 46 43 51
                                       Telephone number: +352 46 43 40 430
                                       E-mail address: kokellylynch@tyco.com

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  GUARANTOR


                                  TYCO INTERNATIONAL LTD


                                  By:  /s/ David J. FitzPatrick
                                       -----------------------------------------
                                       Name:  David J. FitzPatrick
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                                       Address: The Zurich Center, 2nd Floor
                                                90 Pitts Bay Road
                                                Pembroke HM08
                                                Bermuda

                                       Facsimile number: (212) 424-1310
                                       Telephone number: (646) 282-8563
                                       E-mail address: dfitzpatrick@tyco.com

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  GUARANTOR


                                  SENSORMATIC ELECTRONICS
                                  CORPORATION


                                  By:  /s/ Scott Stevenson
                                       -----------------------------------------
                                       Name:  Scott Stevenson
                                       Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  GUARANTOR


                                  SCOTT TECHNOLOGIES, INC.


                                  By:  /s/ Scott Stevenson
                                       -----------------------------------------
                                       Name:  Scott Stevenson
                                       Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  GUARANTOR


                                  INNERDYNE, INC.


                                  By:  /s/ Scott Stevenson
                                       -----------------------------------------
                                       Name:  Scott Stevenson
                                       Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK OF AMERICA, N.A., as Administrative
                                  Agent


                                  By:  /s/  John W. Pocalyko
                                     -------------------------------------------
                                     Name:  John W. Pocalyko
                                     Title: Managing Director

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  MORGAN STANLEY SENIOR FUNDING, INC.,
                                  as Syndication Agent


                                  By:/s/ Jaap L. Tonckens
                                     -------------------------------------------
                                     Name:  Jaap L. Tonckens
                                     Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  JPMORGAN CHASE BANK, as Documentation
                                  Agent


                                  By:/s/ Robert T. Sacks
                                     -------------------------------------------
                                     Name:  Robert T. Sacks
                                     Title: Managing Director

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  BANK OF AMERICA, N.A.


                                  By:  /s/ John W. Pocalyko
                                     -------------------------------------------
                                     Name:  John W. Pocalyko
                                     Title: Managing Director

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  MORGAN STANLEY SENIOR FUNDING, INC.


                                  By:/s/ Jaap L. Tonckens
                                     -------------------------------------------
                                     Name:  Jaap L. Tonckens
                                     Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK

                                  Citicorp North America, Inc.

                                  By:/s/ Stuart G. Miller
                                     -------------------------------------------
                                     Name:  STUART G. MILLER
                                     Title: ATTORNEY-IN-FACT

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  CREDIT SUISSE FIRST BOSTON,
                                  CAYMAN ISLANDS BRANCH


                                  By:/s/ Robert Hetu
                                     -------------------------------------------
                                     Name:  Robert Hetu
                                     Title: Director

                                  By:/s/ Doreen Welch
                                     -------------------------------------------
                                     Name:  Doreen Welch
                                     Title: Associate

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  GOLDMAN SACHS CREDIT PARTNERS, L.P.


                                  By:/s/ Stephen P. Hickey
                                     -------------------------------------------
                                     Name:   STEPHEN P. HICKEY
                                     Title: AUTHORIZED SlGNATORY

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  JPMORGAN CHASE BANK


                                  By:/s/ Robert T. Sacks
                                     -------------------------------------------
                                     Name:  Robert T. Sacks
                                     Title: Managing Director

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  ABN AMRO BANK N.V.


                                  By:/s/ Andre Nel
                                     -------------------------------------------
                                     Name: Andre Nel
                                     Title: Executive Vice President


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

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  CREDIT LYONNAIS NEW YORK BRANCH


                                  By:/s/ Scott R. Chappelka
                                     -------------------------------------------
                                     Name: Scott R. Chappelka
                                     Title: Vice President

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  SOCIETE GENERALE


                                  By:/s/ Ambrish D. Thanawala
                                     -------------------------------------------
                                     Name:  AMBRISH D. THANAWALA
                                     Title: Director
                                            Corporate Banking

                      Tyco Credit Agreement (364-Day 2003)

<Page>


                                  BANK


                                  UBS AG, STAMFORD BRANCH


                                  By:  /s/  Wilfred V. Saint
                                     -------------------------------------------
                                     Name:  Wilfred V. Saint
                                     Title: Associate Director
                                            Banking Products Services, US


                                  By:/s/ Luke Goldsworthy
                                     -------------------------------------------
                                     Name:  Luke Goldsworthy
                                     Title: Associate Director
                                            Banking Products Services, US

                      Tyco Credit Agreement (364-Day 2003)
<Page>

                                   SCHEDULE I

                                PRICING SCHEDULE

          The "EURO-DOLLAR MARGIN" and "BASE RATE MARGIN" for any day are the
percentages set forth below in the applicable row and column based upon the
Status that exists on such day:

<Table>
<Caption>
STATUS                  LEVEL I   LEVEL II    LEVEL III
-------------------------------------------------------
<S>                       <C>        <C>          <C>
EURO-DOLLAR MARGIN:       1.75%      2.50%        3.25%
BASE RATE MARGIN:          .75%      1.50%        2.25%
</Table>

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

          "LEVEL I STATUS" exists at any date if, at such date, the Borrower's
Debt Securities are rated BBB or higher by S&P and Baa2 or higher by Moody's.

          "LEVEL II STATUS" exists at any date if, at such date, (i) the
Borrower's Debt Securities are rated BBB- or higher by S&P and Baa3 or higher by
Moody's and (ii) Level I Status does not exist.

          "LEVEL III STATUS" exists at any date if, at such date, the Borrower's
Debt Securities are rated BB+ or lower by S&P or Bal or lower by Moody's.

          "STATUS" refers to the determination of which of Level I Status, Level
II Status or Level III Status exists at any date.

          The credit ratings to be utilized for purposes of this Schedule are
those assigned to the Borrower's Debt Securities, and any rate assigned to any
other debt security of the Borrower shall be disregarded. The rating in effect
at any date is that in effect at the close of business on such date. If the
Borrower is split-rated and the ratings differential is one notch, the status
applicable to the lower of the two ratings will apply (E.G., BBB-/Bal is treated
as BB+/Bal). If the Borrower is split-rated and the rating differential is more
than one notch, the status applicable to the rating that is one notch higher
than the lower of the two ratings will apply (E.G., BBB/Bal is treated as
BBB-/Baa3).

                                Pricing Schedule

<Page>

                                                                     SCHEDULE II
                                                         to the Credit Agreement

                                   COMMITMENTS

<Table>
<Caption>
                    BANK                             COMMITMENT
--------------------------------------------------------------------
<S>                                              <C>
Bank of America, N.A.                            $   183,333,333.34
Morgan Stanley Senior Funding, Inc.              $   183,333,333.34
JPMorgan Chase Bank                              $   183,333,333.33
Citicorp North America, Inc.                     $   183,333,333.33
Goldman Sachs Credit Partners L.P.               $   183,333,333.33
Credit Suisse First Boston, Cayman Island Branch $   183,333,333.33

ABN AMRO Bank N.V.                               $   100,000,000.00
Credit Lyonnais New York Branch                  $   100,000,000.00
Societe Generate                                 $   100,000,000.00
UBS AG. Stamford Branch                          $   100,000,000.00
--------------------------------------------------------------------
TOTAL                                            $ 1,500,000,000.00
</Table>

                                Tyco Commitments

<Page>

                                                                    SCHEDULE III

                           EXISTING LETTERS OF CREDIT

None.

<Page>

                                                                   SCHEDULE 4.05

                               EXISTING LITIGATION

None.

<Page>

                                                                   SCHEDULE 9.01
                                                         to the Credit Agreement

          ADMINISTRATIVE AGENT'S OFFICE, CERTAIN ADDRESSES FOR NOTICES

ADMINISTRATIVE AGENT/CO-AGENT

ADMINISTRATIVE AGENT'S OFFICE
(FOR PAYMENTS AND REQUESTS FOR CREDIT EXTENSIONS)
BANK OF AMERICA, N.A.
One Independence Center
101 North Tryon Street
Mail Code: NC1-001-15-04
Charlotte, NC 28255
Attn: Jennifer Thompson
Phone:(704)388-1558
Fax: (704) 409-0024
E-mail: jennifer.g.thompson@bankofamerica.com
Account No.: 1366212250600
Account Name: Corporate Credit Support
Ref: Tyco International
ABA# 053000196

OTHER NOTICES AS ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
One Independence Center
101 North Tryon Street
Mail Code: NC1-001-08-19
Charlotte, NC 28255
Attn: Kimberly Williams
Phone:(704)387-5451
Fax: (704) 409-0650
E-mail: kim.williams@bankofamerica.com

SYNDICATION AGENT/CO-AGENT

MORGAN STANLEY SENIOR FUNDING, INC.
1633 Broadway - 25th Floor
New York, NY 10019
Attn: Larry Benison - Loan Administration
Phone: (212) 537-1439
Fax: (212) 537-1867/1866
E-mail: larry.benison@morganstanley.com

L/C ISSUERS

BANK OF AMERICA, N.A.
Trade Operations Center - Chicago
231 S La Salle St.
Mail Code: IL1-231-17-00

                    Tyco Addresses for Notices (364-Day 2003)

<Page>

                                        2

Chicago, IL 60697
Attn: Samuel Perez - Assistant Vice President
Phone: (312)923-5933
Fax: (312)974-0142
E-mail: samuel.perez@bankofamerica.com

[Complete for other L/C Issuers
Name of L/C Issuer
Street Address
Mail Code:
Attn:
Phone:
Fax:
E-mail:]

PARENT SUBSIDIARY GUARANTORS

SENSORMATIC ELECTRONICS CORPORATION
c/o Tyco International (US) Inc.
273 Corporate Drive
Portsmouth, NH 03801-6807
Attention: Patricia Travis
Tel: (603) 334-3984
Fax:(603)334-3986
E-mail: ptravis@tyco.com

With a copy to:
Martina Hund-Mejean, Treasurer
Tyco International (US) Inc.
9 West 57th Street, 43rd Floor
New York, NY 10019
Tel: (212) 424-1355
Fax: (646) 282-8526
E-mail: mhundmejean@tyco.com


SCOTT TECHNOLOGIES, INC.
c/o Tyco International (US) Inc.
273 Corporate Drive
Portsmouth, NH 03801-6807
Attention: Patricia Travis
Tel: (603) 334-3984
Fax:(603) 334-3986
E-mail: ptravis@tyco.com

With a copy to:
Martina Hund-Mejean, Treasurer
Tyco International (US) Inc.

                    Tyco Addresses for Notices (364-Day 2003)

<Page>

                                        3

9 West 57th Street, 43rd Floor
New York, NY 10019
Tel: (212) 424-1355
Fax: (646) 282-8526
E-mail: mhundmejean@tyco.com


INNERDYNE, INC.
c/o U.S. Surgical Legal Department
150 Glover Avenue
Norwalk, CT 06856
Attention: Robin O. Roscillo
Tel: (203) 845-4306
Fax:(203-845-1566
E-mail: robin.roscillo@ussurg.com

With a copy to:

Martina Hund-Mejean, Treasurer
Tyco International (US) Inc.
9 West 57th Street, 43rd Floor
New York, NY 10019
Tel: (212) 424-1355
Fax: (646) 282-8526
E-mail: mhundmejean@tyco.com

                    Tyco Addresses for Notices (364-Day 2003)