Exhibit 10.1

                                                                  EXECUTION COPY

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                                  $600,000,000

                       THREE YEAR COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT

                                      among

                             ZIMMER HOLDINGS, INC.,

                                  ZIMMER, INC.,

                                  ZIMMER K. K.,

                                  ZIMMER LTD.,

                           THE BORROWING SUBSIDIARIES,

                          BRISTOL-MYERS SQUIBB COMPANY,

                            THE LENDERS NAMED HEREIN,

           THE CHASE MANHATTAN BANK, as General Administrative Agent,

    THE CHASE MANHATTAN BANK, TOKYO BRANCH, as Japanese Administrative Agent,

      CHASE MANHATTAN INTERNATIONAL LIMITED, as Euro Administrative Agent,

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

                 ABN AMRO BANK N.V., as Co-Documentation Agent,

                 FLEET NATIONAL BANK, as Co-Documentation Agent,

                                       and

                    SUNTRUST BANK, as Co-Documentation Agent

                            Dated as of July 31, 2001

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

        J. P. Morgan Securities Inc. and Banc of America Securities LLC,
                  as Joint Lead Arrangers and Joint Bookrunners

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS..........................................................1

     SECTION 1.1.   Defined Terms..............................................1
     SECTION 1.2.   Classification of Loans and Borrowings....................22
     SECTION 1.3.   Terms Generally...........................................22
     SECTION 1.4.   Accounting Terms; GAAP....................................22

ARTICLE II AMOUNT AND TERMS OF THE U.S. COMMITMENTS...........................22

     SECTION 2.1.   U.S. Commitments..........................................22
     SECTION 2.2.   U.S. Revolving Loans and Borrowings.......................23
     SECTION 2.3.   Requests for U.S. Revolving Borrowings....................23
     SECTION 2.4.   Pre Spin-Off Loans........................................24
     SECTION 2.5.   U.S. Revolving Loans to Bristol-Myers Squibb..............24
     SECTION 2.6.   Borrowing Subsidiaries....................................25

ARTICLE III AMOUNT AND TERMS OF THE JAPANESE COMMITMENTS......................25

     SECTION 3.1.   Japanese Commitment.......................................25
     SECTION 3.2.   Japanese Revolving Loans and Borrowings...................26
     SECTION 3.3.   Requests for Japanese Revolving Borrowings................26

ARTICLE IV AMOUNT AND TERMS OF THE EURO COMMITMENTS...........................27

     SECTION 4.1.   Euro Commitments..........................................27
     SECTION 4.2.   Euro Revolving Loans and Borrowings.......................27
     SECTION 4.3.   Requests for Euro Revolving Borrowings....................28

ARTICLE V COMPETITIVE BID LOANS...............................................29

     SECTION 5.1.   Competitive Bid Procedure.................................29

ARTICLE VI LETTERS OF CREDIT..................................................32

     SECTION 6.1.   Letters of Credit.........................................32

ARTICLE VII SWINGLINE.........................................................35

     SECTION 7.1.   Swingline Loans...........................................35

ARTICLE VIII GENERAL PROVISIONS APPLICABLE TO LOANS...........................37

     SECTION 8.1.   Funding of Borrowings.....................................37


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     SECTION 8.2.   Interest Elections........................................38
     SECTION 8.3.   Termination and Reduction of Commitments..................39
     SECTION 8.4.   Repayment of Loans; Evidence of Debt......................40
     SECTION 8.5.   Prepayment of Loans.......................................41
     SECTION 8.6.   Fees......................................................42
     SECTION 8.7.   Interest..................................................43
     SECTION 8.8.   Alternate Rate of Interest................................44
     SECTION 8.9.   Increased Costs...........................................45
     SECTION 8.10.   Break Funding Payments...................................46
     SECTION 8.11.   Taxes....................................................47
     SECTION 8.12.   Payments Generally; Pro Rata Treatment; Sharing
                     of Setoffs...............................................50
     SECTION 8.13.   Mitigation Obligations; Replacement of Lenders...........51

ARTICLE IX REPRESENTATIONS AND WARRANTIES.....................................52

     SECTION 9.1.   Organization; Powers......................................52
     SECTION 9.2.   Authorization.............................................52
     SECTION 9.3.   Enforceability............................................53
     SECTION 9.4.   Governmental Approvals....................................53
     SECTION 9.5.   Financial Statements; No Material Adverse Effect..........53
     SECTION 9.6.   Litigation; Compliance with Laws..........................53
     SECTION 9.7.   Federal Reserve Regulations...............................53
     SECTION 9.8.   Taxes.....................................................54
     SECTION 9.9.   Employee Benefit Plans....................................54
     SECTION 9.10.   Environmental and Safety Matters.........................54
     SECTION 9.11.   Properties...............................................54
     SECTION 9.12.   Investment and Holding Company Status....................55
     SECTION 9.13.   Spin-Off.................................................55
     SECTION 9.14.   Japanese Borrower Financial Statements...................55
     SECTION 9.15.   Bristol-Myers Squibb.....................................55

ARTICLE X CONDITIONS..........................................................55

     SECTION 10.1.   Bristol-Myers Squibb Effective Date......................55
     SECTION 10.2.   Pre Spin-Off Effective Date..............................56
     SECTION 10.3.   Zimmer Effective Date....................................56
     SECTION 10.4.   Each Credit Event........................................57
     SECTION 10.5.   Initial Borrowing by Each Borrowing Subsidiary...........58

ARTICLE XI AFFIRMATIVE COVENANTS..............................................58

     SECTION 11.1.   Existence................................................58
     SECTION 11.2.   Business and Properties..................................58
     SECTION 11.3.   Financial Statements, Reports, Etc.......................59
     SECTION 11.4.   Insurance................................................60
     SECTION 11.5.   Obligations and Taxes....................................60
     SECTION 11.6.   Litigation and Other Notices.............................60


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     SECTION 11.7.   Books and Records........................................60
     SECTION 11.8.   Subsidiary Guarantor.....................................61
     SECTION 11.9.   Use of Proceeds..........................................61

ARTICLE XII NEGATIVE COVENANTS................................................61

     SECTION 12.1.   Consolidations, Mergers, and Sales of Assets.............61
     SECTION 12.2.   Liens....................................................61
     SECTION 12.3.   Limitation on Sale and Leaseback Transactions............63
     SECTION 12.4.   Financial Condition Covenants............................63
     SECTION 12.5.   Indebtedness.............................................64
     SECTION 12.6.   Transactions with Affiliates.............................64
     SECTION 12.7.   Restricted Payments......................................64
     SECTION 12.8.   Investments..............................................64

ARTICLE XIII EVENTS OF DEFAULT................................................65

ARTICLE XIV THE ADMINISTRATIVE AGENTS.........................................68

ARTICLE XV MISCELLANEOUS......................................................70

     SECTION 15.1.   Notices..................................................70
     SECTION 15.2.   Survival of Agreement....................................71
     SECTION 15.3.   Binding Effect...........................................72
     SECTION 15.4.   Successors and Assigns...................................72
     SECTION 15.5.   Expenses; Indemnity......................................75
     SECTION 15.6.   Applicable Law...........................................75
     SECTION 15.7.   Waivers; Amendment.......................................76
     SECTION 15.8.   Entire Agreement.........................................76
     SECTION 15.9.   Severability.............................................76
     SECTION 15.10.   Counterparts............................................77
     SECTION 15.11.   Headings................................................77
     SECTION 15.12.   Right of Setoff.........................................77
     SECTION 15.13.   Jurisdiction; Consent to Service of Process.............77
     SECTION 15.14.   Waiver of Jury Trial....................................78
     SECTION 15.15.   Conversion of Currencies................................78
     SECTION 15.16.   Guaranty................................................78
     SECTION 15.17.   Loan Conversion/Participation...........................81
     SECTION 15.18.   Confidentiality.........................................82


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SCHEDULES:

Schedule 2.1          Commitments
Schedule 12.2         Existing Liens
Schedule 12.6         Transactions with Affiliates
Schedule 12.8         Existing Investments

EXHIBITS:

Exhibit A-1           Form of Competitive Bid Request
Exhibit A-2           Form of Notice of Competitive Bid Request
Exhibit A-3           Form of Competitive Bid
Exhibit A-4           Form of Competitive Bid Accept/Reject Letter
Exhibit A-5           Form of Borrowing Request
Exhibit B             Form of Assignment and Acceptance
Exhibit C-1           Form of Opinion of Cravath, Swaine & Moore
Exhibit C-2           Form of Opinion of Cravath, Swaine & Moore
Exhibit D             Form of Administrative Questionnaire
Exhibit E             Form of Borrowing Subsidiary Agreement
Exhibit F             Form of Borrowing Subsidiary Termination


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            THREE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT (the "Agreement") dated as of July 31, 2001, among ZIMMER HOLDINGS,
INC., a Delaware corporation (the "Company"), ZIMMER, INC., a Delaware
corporation ("Zimmer" and together with the Company, the "U.S. Borrowers"),
ZIMMER K.K., a company organized under the laws of Japan (the "Japanese
Borrower"), ZIMMER LTD., a company incorporated under the laws of England and
Wales (the "Euro Borrower"), BRISTOL-MYERS SQUIBB COMPANY, a Delaware
corporation ("Bristol-Myers Squibb"), the BORROWING SUBSIDIARIES (as defined
herein), the lenders listed in Schedule 2.1 (the "Lenders"), THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for the Lenders
(in such capacity, the "General Administrative Agent"), THE CHASE MANHATTAN
BANK, TOKYO BRANCH, as administrative agent for the Japanese Lenders (in such
capacity, the "Japanese Administrative Agent"), CHASE MANHATTAN INTERNATIONAL
LIMITED, as administrative agent for the Euro Lenders (in such capacity, the
"Euro Administrative Agent"), BANK OF AMERICA, N.A., as syndication agent for
the Lenders (in such capacity, the "Syndication Agent"), THE CHASE MANHATTAN
BANK, as competitive advance facility agent (in such capacity, the "Advance
Agent"), ABN AMRO BANK N.V., as co-Documentation Agent, FLEET NATIONAL BANK, as
co-Documentation Agent and SUNTRUST BANK, as co-Documentation Agent.

            The Borrowers and Bristol-Myers Squibb have requested that the
Lenders, on the terms and subject to the conditions herein set forth (i) extend
credit to the Borrowers and Bristol-Myers Squibb to enable them to borrow on a
standby revolving credit basis on and after the date hereof and at any time and
from time to time prior to the Maturity Date (such term and each other
capitalized term used but not defined herein having the meaning assigned to it
in Article I) a principal amount not in excess of $600,000,000 (or $380,000,000,
in the case of Bristol-Myers Squibb) and (ii) provide a procedure pursuant to
which the Borrowers may invite the Lenders to bid on an uncommitted basis on
short-term borrowings by the Borrowers. The proceeds of such borrowings are to
be used in the case of the Company and its Subsidiaries, for working capital and
other general corporate purposes (other than funding hostile acquisitions), and
in the case of Bristol-Myers Squibb, for general corporate purposes (other than
funding hostile acquisitions). The Lenders are willing to extend such credit on
the terms and subject to the conditions herein set forth.

            Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

            SECTION 1.1. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

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

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                                                                               2


            "Adjusted Revolving Credit Exposure" shall mean, with respect to
each Lender, the Revolving Credit Exposure of such Lender, plus the amount of
any participating interests purchased by such Lender pursuant to Section 15.17,
minus the amount of any participating interests sold by such Lender pursuant to
Section 15.17.

            "Administrative Agents" shall mean the collective reference to the
General Administrative Agent, the Japanese Administrative Agent and the Euro
Administrative Agent; each, individually, an "Administrative Agent".

            "Administrative Fees" shall have the meaning assigned to such term
in Section 8.6(b).

            "Administrative Questionnaire" shall mean an administrative
questionnaire delivered by a Lender pursuant to Section 15.4 in the form of
Exhibit D.

            "Advance Agent" shall have the meaning set forth in the preamble.

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

            "Alternate Base Rate" shall mean for any day, a rate per annum equal
to the greatest of (a) the rate of interest per annum publicly announced from
time to time by Chase as its base rate in effect at its principal office in New
York City, (b) 1/2 of one percent above the Federal Funds Effective Rate and (c)
the Base CD Rate in effect for such day plus 1%. If for any reason Chase shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Base CD Rate or Federal Funds Effective Rate,
or both, specified in clause (b) or (c), respectively, of the first sentence of
this definition, for any reason, including, without limitation, the inability or
failure of Chase to obtain sufficient quotations in accordance with the terms
hereof, the Alternate Base Rate shall be determined without regard to clause (b)
or (c), or both, of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate shall be effective on the effective date of any change in
such rate.

            "Alternative Currency" shall mean at any time, Euro, Japanese Yen
and any currency (other than Dollars) that is readily available, freely traded
and convertible into Dollars in the London market and as to which a Dollar
Equivalent can be calculated.

            "Applicable Margin" shall mean, for each Loan, the applicable rate
per annum determined pursuant to the Pricing Grid.

            "Applicable Percentage" shall mean, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitments. If
the Commitments have terminated or expired, Applicable Percentage shall mean,
with respect to any Lender, the percentage of the aggregate outstanding
principal amount of the Revolving Credit Exposures and Competitive Loans
represented by the aggregate outstanding principal amount of such Lender's
Revolving Credit Exposures and Competitive Loans.

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            "Assessment Rate" shall mean, for any day, the net annual assessment
rate (rounded upwards, if necessary, to the next higher Basis Point) as most
recently estimated by the General Administrative Agent for determining the then
current annual assessment payable by Chase to the Federal Deposit Insurance
Corporation (or any successor) for insurance by such Corporation (or such
successor) of time deposits made in Dollars at Chase's domestic offices.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee in the form of Exhibit B.

            "Availability Period" shall mean the period from and including the
Zimmer Effective Date to (but excluding) the earlier of the Maturity Date and
the date of termination of the Commitments.

            "Base CD Rate" shall mean the sum of (a) the product of (i) the
Average Weekly Three-Month Secondary CD Rate times (ii) a fraction of which the
numerator is 100% and the denominator is 100% minus the aggregate rates of (A)
basic and supplemental reserve requirements in effect on the date of
effectiveness of such Average Weekly Three-Month Secondary CD Rate, as set forth
below, under Regulation D of the Board applicable to certificates of deposit in
units of $100,000 or more issued by a "member bank" located in a "reserve city"
(as such terms are used in Regulation D) and (B) marginal reserve requirements
in effect on such date of effectiveness under Regulation D applicable to time
deposits of a "member bank" and (b) the Assessment Rate. "Average Weekly
Three-Month Secondary CD Rate" shall mean the three-month secondary certificate
of deposit ("CD") rate for the most recent weekly period covered therein in the
Federal Reserve Statistical release entitled "Weekly Summary of Lending and
Credit Measures (Averages of daily figures)" released in the week during which
occurs the day for which the CD rate is being determined. The CD rate so
reported shall be in effect, for the purposes of this definition, for each day
of the week in which the release date of such publication occurs. If such
publication or a substitute containing the foregoing rate information is not
published by the Federal Reserve for any week, such average rate shall be
determined by Chase on the basis of quotations received by it from three New
York City negotiable certificate of deposit dealers of recognized standing on
the first Business Day of the week succeeding such week for which such rate
information is not published.

            "Basis Point" shall mean 1/100th of 1%.

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

            "Board of Directors" shall mean either the board of directors of the
Company or any duly authorized committee thereof or any committee of officers of
the Company acting pursuant to authority granted by the board of directors of
the Company or any committee of such board.

            "Borrower" shall mean the U.S. Borrower, the Euro Borrower, the
Japanese Borrower or any Borrowing Subsidiary.

            "Borrower Obligations" shall mean the due and punctual payment of
(i) the principal of and interest on any Loans made by the Lenders to the
Borrowers pursuant to this

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Agreement, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise and (ii) all other monetary
obligations, including fees, costs, expenses and indemnities (including, without
limitation, the obligations described in Section 2.6) of the Borrowers to the
Lenders under this Agreement and the other Loan Documents.

            "Borrowing" shall mean (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect, (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect or (c) a Swingline Loan or group of
Swingline Loans of the same Type made on the same date.

            "Borrowing Request" shall mean a request by any Borrower for a
Revolving Borrowing in accordance with Section 2.3, 3.3 or 4.3.

            "Borrowing Subsidiary" shall mean any Subsidiary of the Company
designated as a Borrowing Subsidiary by the Company pursuant to Section 2.6.

            "Borrowing Subsidiary Agreement" shall mean a Borrowing Subsidiary
Agreement substantially in the form of Exhibit E.

            "Borrowing Subsidiary Termination" shall mean a Borrowing Subsidiary
Termination substantially in the form of Exhibit F.

            "Bristol-Myers Squibb Effective Date" shall mean the date on which
the conditions specified in Section 10.1 are satisfied (or waived in accordance
with Section 15.7).

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided, however, that, when used in
connection with a Eurocurrency Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market, or in the city which is the principal financial center
of the country of issuance of the applicable Alternative Currency.

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

            "Cash Equivalents" shall mean (a) marketable direct obligations
issued by, or unconditionally guaranteed or insured by, the United States
Government or issued by any agency thereof and backed by the full faith and
credit of the United States, in each case maturing within one year from the date
of acquisition; (b) certificates of deposit, time deposits, eurodollar time
deposits, bankers' acceptances or overnight bank deposits having maturities of
six months or less from the date of acquisition issued by any Lender or by any
commercial bank organized under the laws of the United States or any state
thereof whose short-term commercial paper rating at the time of acquisition is
at least B or the equivalent thereof by Fitch IBCA, A-3 or the

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equivalent thereof by S&P, or P-3 or the equivalent thereof by Moody's (c)
commercial paper of an issuer rated at least A-2 or the equivalent thereof at
the time of acquisition by S&P or at least P-2 or the equivalent thereof at the
time of acquisition by Moody's, or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease
publishing ratings of commercial paper issuers generally, and maturing within
six months from the date of acquisition; (d) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause (b) of
this definition, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States
government; (e) securities or marketable direct obligations with maturities of
one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or
by any foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign government (as the
case may be) are rated at least A by S&P or A by Moody's; (f) securities with
maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; or (g) shares of money market
mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

            "Change in Control" shall be deemed to have occurred if (a) after
the Zimmer Effective Date, any Person or group of Persons (other than (i) the
Company, (ii) any Subsidiary or (iii) any employee or director benefit plan or
stock plan of the Company or a Subsidiary or any trustee or fiduciary with
respect to any such plan when acting in that capacity or any trust related to
any such plan) shall have acquired beneficial ownership of shares representing
more than 20% of the combined voting power represented by the outstanding Voting
Shares of the Company (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder) or (b) during any period of 12 consecutive months,
commencing before or after the date of this Agreement, individuals who on the
first day of such period were directors of the Company (together with any
replacement or additional directors who were nominated or elected by a majority
of directors then in office) cease to constitute a majority of the Board of
Directors of the Company.

            "Change in Law" shall mean (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 8.9, by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

            "Chase" shall mean The Chase Manhattan Bank, a New York banking
corporation.

            "Class" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving
Loans, Japanese Revolving Loans, Euro Revolving Loans, Swingline Loans or
Competitive Loans.

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

            "Commitments" shall mean the collective reference to the U.S.
Commitments, the Japanese Commitments and the Euro Commitments. The initial
aggregate amount of the Commitments is $600,000,000.

            "Committed Exposure Percentage" shall mean, on any date with respect
to any Lender, the percentage which the Adjusted Aggregate Committed Exposure of
such Lender constitutes of the Adjusted Aggregate Committed Exposure of all
Lenders.

            "Company" shall have the meaning set forth in the preamble.

            "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Article V.

            "Competitive Bid Accept/Reject Letter" shall mean a notification
made by the Company pursuant to Section 5.1(d) in the form of Exhibit A-4.

            "Competitive Bid Rate" shall mean, as to any Competitive Bid, the
Competitive Loan Margin or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid.

            "Competitive Bid Request" shall mean a request made pursuant to
Article V in the form of Exhibit A-1.

            "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or Lenders
whose Competitive Bids for such Borrowing have been accepted under the bidding
procedure described in Article V.

            "Competitive Loan" shall mean a Loan made pursuant to Article V.
Each Competitive Loan shall be a Eurocurrency Competitive Loan or a Fixed Rate
Loan.

            "Competitive Loan Exposure" shall mean, with respect to any Lender
at any time, the sum of (a) the aggregate principal amount of the outstanding
Competitive Loans of such Lender denominated in Dollars and (b) the sum of the
Dollar Equivalent of the aggregate principal amounts of the outstanding
Competitive Loans of such Lender denominated in Alternative Currencies.

            "Competitive Loan Margin" shall mean, with respect to any
Competitive Loan bearing interest at a rate based on the Eurocurrency Rate, the
marginal rate of interest, if any, to be added to or subtracted from the
Eurocurrency Rate in order to determine the interest rate applicable to such
Loan, as specified by the Lender making such Loan in its related Competitive
Bid.

            "Conduit Lender": means any special purpose corporation organized
and administered by any Lender for the purpose of making Loans otherwise
required to be made by such Lender and designated by such Lender in a written
instrument subject to the consent of the

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                                                                               7


Company (such consent not to be unreasonably withheld); provided, that the
designation by any Lender of a Conduit Lender shall not relieve the designating
Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility
to deliver all consents and waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that no Conduit
Lender shall (a) be entitled to receive any greater amount pursuant to Section
8.9, 8.10, 8.11, or 15.5 than the designating Lender would have been entitled to
receive in respect of the extensions of credit made by such Conduit Lender or
(b) be deemed to have any Commitment.

            "Consolidated EBITDA" shall mean, for any period, Consolidated Net
Income for such period plus, without duplication and to the extent reflected as
a charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense, (b) interest expense, amortization or write-off
of debt discount and debt issuance costs and commissions, discounts and other
fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense, (d) amortization of intangibles
(including, but not limited to, goodwill) and organization costs (e) any
extraordinary, unusual or non-recurring non-cash expenses or losses (including,
whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, non-cash losses on sales of assets
outside of the ordinary course of business) and (f) any other non-cash charges,
and minus, to the extent included in the statement of such Consolidated Net
Income for such period, the sum of (a) interest income, (b) any extraordinary,
unusual or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, gains on the sales of assets outside of the ordinary course of
business) and (c) any other non-cash income, all as determined on a consolidated
basis. For the purposes of calculating Consolidated EBITDA for any period of
four consecutive fiscal quarters (each, a "Reference Period") pursuant to any
determination of the Consolidated Leverage Ratio, (i) if at any time during such
Reference Period the Company or any Subsidiary shall have made any Material
Disposition, the Consolidated EBITDA for such Reference Period shall be reduced
by an amount equal to the Consolidated EBITDA (if positive) attributable to the
property that is the subject of such Material Disposition for such Reference
Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference
Period the Company or any Subsidiary shall have made a Material Acquisition,
Consolidated EBITDA for such Reference Period shall be calculated after giving
pro forma effect thereto as if such Material Acquisition occurred on the first
day of such Reference Period. As used in this definition, "Material Acquisition"
means any acquisition of property or series of related acquisitions of property
that (a) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the common stock
of a Person and (b) involves the payment of consideration by the Borrower and
its Subsidiaries in excess of $25,000,000; and "Material Disposition" means any
Disposition of property or series of related Dispositions of property that
yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$25,000,000.

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

<PAGE>
                                                                               8


            "Consolidated Interest Expense" shall mean, for any period, total
cash interest expense (including that attributable to Capital Lease Obligations)
of the Company and its Subsidiaries for such period with respect to all
outstanding Debt of the Company and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, minus interest income on cash equivalent
investments.

            "Consolidated Leverage Ratio" shall mean, as at the last day of any
period, the ratio of (a) the sum of (i) Consolidated Total Debt plus, to the
extent not included in the definition of Consolidated Total Debt, (ii) the
aggregate amount of financing provided by third-parties in connection with
Permitted Receivables Securitizations on such day to (b) Consolidated EBITDA for
such period.

            "Consolidated Net Income" shall mean, for any period, the
consolidated net income (or loss) of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded, without duplication, (a) the income (or deficit) of any
Person accrued prior to the date it becomes a Subsidiary of the Company or is
merged into or consolidated with the Company or any of its Subsidiaries, (b) the
income (or deficit) of any Person (other than a Subsidiary of the Company) in
which the Company or any of its Subsidiaries has an ownership interest, except
to the extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Company to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.

            "Consolidated Net Tangible Assets" shall mean, with respect to the
Company, the total amount of its assets (less applicable reserves and other
properly deductible items) after deducting (i) all current liabilities
(excluding the amount of those which are by their terms extendable or renewable
at the option of the obligor to a date more than 12 months after the date as of
which the amount is being determined) and (ii) all goodwill, tradenames,
trademarks, patents, unamortized debt discount and expense and other like
intangible assets, all as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and determined on a consolidated basis
in accordance with GAAP.

            "Consolidated Total Debt" shall mean, at any date, the aggregate
stated balance sheet amount of all Debt of the Company and its Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP, minus
cash and cash equivalent investments held in the United States provided that
such cash and cash equivalent investments are free of any Liens.

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

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

<PAGE>
                                                                               9


of voting securities, by contract or otherwise. "Controlling" and "Controlled"
have meanings correlative thereto.

            "Conversion Date" shall mean any date on which either (a) an Event
of Default under paragraph (g) or (h) of Article XIII has occurred with respect
to a Borrower or (b) the Commitments shall have been terminated prior to the
Maturity Date and/or the Loans shall have been declared immediately due and
payable, in either case pursuant to Article XIII.

            "Converted Loans" shall have the meaning set forth in Section 15.17.

            "Credit Party" shall mean any Borrower or any Subsidiary Guarantor.

            "Currency" shall mean Dollars or any Alternative Currency.

            "Debt" of any Person, shall mean, without duplication, (i) all
obligations of such Person represented by notes, bonds, debentures or similar
evidences of indebtedness; (ii) all indebtedness of such Person for borrowed
money or for the deferred purchase price of property or services other than, in
the case of any such deferred purchase price, on normal trade terms, (iii) all
rental obligations of such Person as lessee under leases which shall have been
or should be recorded as Capital Lease Obligations, (iv) all indebtedness of
such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (v)
all obligations, contingent or otherwise, of such Person as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds or
similar arrangements, (vi) the liquidation value of all preferred capital stock
of such Person which is redeemable at the option of the holder thereof or which
may become (by scheduled or mandatory redemption) due within one year of the
final Maturity Date, (vii) all Guarantees of such Person in respect of
obligations of the kind referred to in clauses (i) through (vi) above, (viii)
all obligations of the kind referred to in clauses (i) through (vii) above
secured by (or for which the holder of such obligation has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract rights) owned by the applicable Person, whether or not
such Person has assumed or become liable for the payment of such obligation and
(ix) for the purposes of paragraph (f) of Article XIII only, all obligations in
respect of Hedge Agreements. The Debt of any Person shall include Debt of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefore as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Debt expressly provide that such Person is not
liable therefor.

            "Default" shall mean any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

            "Dollar Equivalent" shall mean, with respect to an amount
denominated in any Alternative Currency, the equivalent in Dollars of such
amount determined at the Exchange Rate determined by the General Administrative
Agent on the date of determination of such equivalent. In making any
determination of the Dollar Equivalent for purposes of calculating the amount of
Loans to be borrowed from the respective Lenders on any date, the General
Administrative

<PAGE>
                                                                              10


Agent, the Japanese Administrative Agent or the Euro Administrative Agent, as
the case may be, shall use the relevant Exchange Rate in effect on the date on
which the relevant Borrower delivers a borrowing notice for such Loans pursuant
to the provisions of this Agreement. With respect to any principal amount of any
Competitive Loan denominated in an Alternative Currency, the equivalent in
Dollars of such amount shall be determined by the General Administrative Agent
using the Exchange Rate in effect for such Alternative Currency at approximately
11:00 a.m. London time on the date of the Competitive Bid Request that resulted
in the making of such Competitive Loan.

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

            "Domestic Wholly Owned Subsidiary" shall mean a Wholly Owned
Subsidiary that is incorporated or organized under the laws of the United States
or any state or political subdivision thereof.

            "Environmental and Safety Laws" shall mean any and all applicable
current and future treaties, laws (including without limitation common law),
regulations, enforceable requirements, binding determinations, orders, decrees,
judgments, injunctions, permits, approvals, authorizations, licenses,
permissions, or binding agreements issued, promulgated or entered by any
Governmental Authority, relating to the environment, to employee health or
safety as it pertains to the use or handling of, or exposure to, any Hazardous
Substance, to preservation or reclamation of natural resources or to the
management, release or threatened release of any Hazardous Substance, including
without limitation the Hazardous Materials Transportation Act, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976
and the Hazardous and Solid Waste Amendments of 1984, the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air
Act of 1970, as amended, the Toxic Substances Control Act of 1976, the
Occupational Safety and Health Act of 1970, as amended, the Emergency Planning
and Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as
amended, any similar or implementing state law, all amendments of any of them,
and any regulations promulgated under any of them.

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

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

            "ERISA Termination Event" shall mean (i) a "Reportable Event"
described in Section 4043 of ERISA and the regulations issued thereunder (other
than a "Reportable Event" not subject to the provision for 30-day notice to the
PBGC under such regulations), or (ii) the withdrawal of the Company or any of
its ERISA Affiliates from a "single employer" Plan during a plan year in which
it was a "substantial employer", both of such terms as defined in Section
4001(a) of ERISA, or (iii) the incurrence of liability under Title IV of ERISA
with respect to the termination of a Plan, or (iv) the institution of
proceedings to terminate a Plan by

<PAGE>
                                                                              11


the PBGC or (v) the receipt by the Company or any ERISA Affiliate of any notice
(whether or not written) from the PBGC of any event or condition which the PBGC
asserts is reasonably likely to constitute grounds under Section 4042 of ERISA
to terminate, or to appoint a trustee to administer, any Plan or (vi) the
partial or complete withdrawal of the Company or any ERISA Affiliate of the
Company from, or the Insolvency or Reorganization of, a Multiemployer Plan as
defined in Section 4001(a)(3) of ERISA.

            "Euro" and "(euro)" shall mean the single currency of the
participating member states of the European Union as constituted by the Treaty
of Rome of March 25, 1957 (as amended by the Single European Act 1986, the
Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came
into force on November 1, 1993), the Amsterdam Treaty (which was signed at
Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice
Treaty (which was signed on February 26, 2001), each as amended from time to
time and as referred to in legislative measures of the European Union for the
introduction of, changeover to or operating of the Euro in one or more member
states.

            "Euro Administrative Agent" shall mean Chase Manhattan International
Limited, together with its affiliates (it being understood that any notices
required to be delivered to the Euro Administrative Agent under this Agreement
need not be delivered to such affiliates), as administrative agent for the Euro
Lenders under this Agreement and the other Loan Documents, and any successor
thereto appointed pursuant to Article XIV.

            "Euro Borrower" shall have the meaning set forth in the preamble.

            "Euro Commitment" as to any Euro Lender at any time, its obligation
to make Euro Revolving Loans to the Euro Borrower and the Company in an
aggregate Dollar Equivalent amount not to exceed at any one time outstanding the
amount set forth opposite such Euro Lender's name in Part C of Schedule 2.1
under the heading "Euro Revolving Commitment". The initial aggregate amount of
the Euro Commitments is $50,000,000.

            "Euro Lenders" shall mean the Lenders listed in Part C of Schedule
2.1 hereto.

            "Euro Revolving Credit Exposure" shall mean, as at any date of
determination with respect to any Euro Lender, an amount equal to the Dollar
Equivalent of the Euro Revolving Loans of such Lender on such date.

            "Euro Revolving Loan" shall have the meaning given such term in
Section 4.1.

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

            "Eurocurrency Rate" shall mean (a) with respect to any Eurocurrency
Borrowing (other than Borrowings denominated in Euro or Japanese Yen) for any
Interest Period, the rate appearing on Page 3740 or Page 3750, as the case may
be, of Dow Jones Markets (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such page of such service,
as determined by the General Administrative Agent from time to time for purposes
of providing

<PAGE>
                                                                              12


quotations of interest rates applicable to deposits in Dollars or the applicable
Alternative Currency in the London interbank market) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in Dollars or the applicable Alternative
Currency with a maturity comparable to such Interest Period, (b) with respect to
any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate
appearing on page 248 of Dow Jones Markets (it being understood that this rate
is the Euro interbank offered rate (known as the "EURIBOR Rate") sponsored by
the Banking Federation of the European Union (known as the "FBE") and the
Financial Markets Association (known as the "ACI")) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in Euro with a maturity comparable to such
Interest Period and (c) with respect to any Eurocurrency Borrowing denominated
in Japanese Yen for any Interest Period, the rate appearing on the TIBM Page
under the caption "Average 10 Banks" of Reuters (or on any successor or
substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on
such page of such service, as determined by General Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable
to deposits in Japanese Yen in the Tokyo interbank market) at approximately
11:00 a.m., Tokyo time, two Business Days prior to the commencement of such
Interest Period, as the rate for deposits in Japanese Yen with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the "Eurocurrency Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate per annum
(rounded upwards, if necessary, to the next Basis Point) equal to the arithmetic
average of the rates at which deposits in Dollars or the applicable Alternative
Currency approximately equal in principal amount to such Borrowing and for a
maturity comparable to such Interest Period are offered (x) with respect to any
Eurocurrency Borrowing (other than Borrowings denominated in Japanese Yen), to
the principal London offices of the Reference Lenders (or, if any Reference
Lender does not at the time maintain a London office, the principal London
office of any Affiliate of such Reference Lender) in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period and (y) with
respect to any Eurocurrency Borrowing denominated in Japanese Yen, to the
principal Tokyo offices of the Reference Lenders (or, if any Reference Lender
does not at the time maintain a Tokyo office, the principal Tokyo office of any
Affiliate of such Reference Lender) in immediately available funds in the Tokyo
interbank market at approximately 11:00 a.m., Tokyo time, two Business Days
prior to the commencement of such Interest Period; provided, however, that, if
only two Reference Lenders notify the General Administrative Agent of the rates
offered to such Reference Lenders (or any Affiliates of such Reference Lenders)
as aforesaid, the Eurocurrency Rate with respect to such Eurocurrency Borrowing
shall be equal to the arithmetic average of the rates so offered to such
Reference Lenders (or any such Affiliates).

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

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Exchange Rate" shall mean, with respect to any Alternative Currency
on a particular date, the rate at which such Alternative Currency may be
exchanged into Dollars, as set forth on such date on the applicable Reuters
currency page with respect to such Alternative

<PAGE>
                                                                              13


Currency; provided that, the Company may make a one time election with the
approval of the General Administrative Agent (such approval not to be
unreasonably withheld) to use Bloomberg currency pages to determine the Exchange
Rate instead of the Reuters currency pages. In the event that such rate does not
appear on the applicable Reuters currency page or Bloomberg currency page, as
the case may be, the Exchange Rate with respect to such Alternative Currency
shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the General Administrative
Agent and the Company or, in the absence of such agreement, such Exchange Rate
shall instead be Chase's spot rate of exchange in the London interbank or other
market where its foreign currency exchange operations in respect of such
Alternative Currency are then being conducted, at or about 10:00 A.M., local
time, at such date for the purchase of Dollars with such Alternative Currency,
for delivery two Business Days later; provided, however, that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
General Administrative Agent may use any reasonable method it deems appropriate
to determine such rate, and such determination shall be conclusive absent
manifest error.

            "Facility" shall mean (a) the credit facility constituted by the
U.S. Commitments (the "U.S. Facility"), (b) the credit facility constituted by
the Euro Commitments (the "Euro Facility") and (c) the credit facility
constituted by the Japanese Commitments (the "Japanese Facility").

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

            "Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, vice president of finance,
controller or treasurer of such corporation.

            "Fixed Rate" shall mean, with respect to any Competitive Loan (other
than a Eurocurrency Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.

            "Fixed Rate Loan" shall mean a Competitive Loan bearing interest at
a Fixed Rate.

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

            "Form 10 Filing" shall mean the filing on Form 10 filed on July 12,
2001 by Bristol-Myers Squibb with the SEC with respect to the Spin-Off.

<PAGE>
                                                                              14


            "GAAP" shall mean generally accepted accounting principles in the
United States of America.

            "General Administrative Agent" shall mean Chase, together with its
affiliates (it being understood that any notices required to be delivered under
this Agreement to the General Administrative Agent need not be delivered to such
affiliates), as arranger of the Commitments and as general administrative agent
for the Lenders under this Agreement and the other Loan Documents, and any
successor thereto appointed pursuant to Article XIV.

            "Governmental Authority" shall mean the government of any nation,
including, but not limited to, the United States of America, or any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

            "Guarantee" of or by any Person (the "guarantor") shall mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Debt or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Debt or
other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Debt or other obligation
or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Debt or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

            "Guarantor" shall mean the collective reference to the Company and
the Subsidiary Guarantors.

            "Hazardous Substances" shall mean any toxic, radioactive, mutagenic,
carcinogenic, noxious, caustic or otherwise hazardous substance, material or
waste, including petroleum, its derivatives, by-products and other hydrocarbons,
including, without limitation, polychlorinated biphenyls ("PCBs"), asbestos or
asbestos-containing material, and any substance, waste or material regulated or
that could reasonably be expected to result in liability under Environmental and
Safety Laws.

            "Hedge Agreements" shall mean all interest rate swaps, caps or
collar agreements or similar arrangements dealing with interest rates or
currency exchange rates or the exchange of nominal interest obligations, either
generally or under specific contingencies.

            "Insolvency" shall mean with respect to any Multiemployer Plan, the
condition that such plan is insolvent within the meaning of Section 4245 of
ERISA.

            "Interest Election Request" shall mean a request by the Company to
convert or continue a U.S. Revolving Borrowing in accordance with Section 8.2 or
a request by a Japanese

<PAGE>
                                                                              15


Borrower or the Euro Borrower to continue a Japanese Revolving Borrowing or a
Euro Revolving Borrowing, as the case may be, in accordance with Section 8.2.

            "Interest Payment Date" shall mean (a) with respect to any ABR Loan,
the last day of each March, June, September and December, (b) with respect to
any Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates that
are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.

            "Interest Period" shall mean (a) as to any Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is 1, 2, 3 or 6 (or,
with the consent of all Lenders making such Loan, 9 or 12) months thereafter, as
the applicable Borrower may elect, and (b) as to any Fixed Rate Borrowing, the
period (which shall not be less than seven days or more than 360 days)
commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a
Eurocurrency Borrowing only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

            "Investment Grade Standing" shall exist at any time when the actual
Ratings are at or above BBB- from S&P and at or above Baa3 from Moody's. If
either of S&P or Moody's shall change its system of classifications after the
date of this Agreement, Investment Grade Standing shall exist at any time when
the actual Rating is at or above the new Rating which most closely corresponds
to the above-specified level under the previous rating system.

            "Issuing Lender" shall mean Chase in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Article VI.

            "Japanese Administrative Agent" shall mean The Chase Manhattan Bank,
Tokyo Branch, together with its affiliates (it being understood that any notices
required to be delivered to the Japanese Administrative Agent under this
Agreement need not be delivered to such affiliates), as administrative agent for
the Japanese Lenders under this Agreement and the other Loan Documents, and any
successor thereto appointed pursuant to Article XIV.

<PAGE>
                                                                              16


            "Japanese Borrower" shall have the meaning set forth in the
preamble.

            "Japanese Commitment" shall mean, as to any Japanese Lender at any
time, its obligation to make Japanese Revolving Loans to the Japanese Borrower
and the Company in an aggregate Dollar Equivalent amount not to exceed at any
one time outstanding the amount set forth opposite such Japanese Lender's name
in Part B of Schedule 2.1 under the heading "Japanese Commitment". The initial
aggregate amount of the Japanese Commitments is $150,000,000.

            "Japanese Lenders" shall mean the Lenders listed in Part B of
Schedule 2.1 hereto.

            "Japanese Revolving Credit Exposure" shall mean, as at any date of
determination with respect to any Japanese Lender, an amount equal to the Dollar
Equivalent of the Japanese Revolving Loans of such Lender on such date.

            "Japanese Revolving Loan" shall have the meaning given to such term
in Section 3.1.

            "Japanese Yen" and "(yen)" shall mean lawful money of Japan.

            "LC Disbursement" shall mean a payment made by the Issuing Lender
pursuant to a Letter of Credit.

            "LC Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any U.S. Lender at
any time shall be its U.S. Commitment Percentage of the total LC Exposure at
such time.

            "Lenders" shall mean (a) the financial institutions listed on Part
A, Part B and Part C of Schedule 2.1 (other than any such financial institution
that has ceased to be a party hereto, pursuant to an Assignment and Acceptance)
and (b) any financial institution that has become a party hereto pursuant to an
Assignment and Acceptance; provided, that unless the context requires otherwise,
each reference herein to the Lenders shall be deemed to include any Conduit
Lender.

            "Letter of Credit" shall mean any Letter of Credit issued pursuant
to Article VI.

            "Lien" shall mean any mortgage, lien, pledge, encumbrance, charge or
security interest.

            "Loan Documents" means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination and each promissory note held
by a Lender pursuant to Section 8.4(g).

            "Loans" shall mean the loans made by the Lenders to the Borrowers
and Bristol-Myers Squibb pursuant to this Agreement.

<PAGE>
                                                                              17


            "Loans to be Converted" shall have the meaning set forth in Section
15.17(a).

            "Majority Lenders" of any Facility, shall mean at any time, Lenders
having Revolving Credit Exposures and unused Commitments representing at least
51% of the sum of the total Revolving Credit Exposures and unused Commitments
under such Facility.

            "Margin Regulations" shall mean Regulations T, U and X of the Board
as from time to time in effect, and all official rulings and interpretations
thereunder or thereof.

            "Material Adverse Effect" shall mean a material adverse effect on
the business, operations, properties or financial condition of the Company and
its consolidated Subsidiaries, taken as a whole.

            "Maturity Date" shall mean July 31, 2004.

            "Moody's" shall mean Moody's Investors Service, Inc. or any
successor thereto.

            "Net Cash Proceeds" shall mean (a) in the case of a Permitted
Receivables Securitization, the gross cash proceeds obtained from third-party
financing sources net of attorneys' fees, investment banking fees, accountants'
fees, underwriting discounts and commissions and other customary fees and
expenses actually incurred in connection therewith and (b) in the case of a
Permitted Securities Issuance, the gross cash proceeds received from such
issuance or incurrence, net of attorneys' fees, investment banking fees,
accountants' fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

            "Notice of Competitive Bid Request" shall mean a notification made
pursuant to Article V in the form of Exhibit A-2.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

            "Permitted Debt" shall mean (i) Debt of any Subsidiary to any Credit
Party, (ii) Guarantees by any Subsidiary of Debt of any Credit Party (other than
the Company) and Guarantees by the Company of any Debt of any Subsidiary, (iii)
any Debt incurred pursuant to Sale and Leaseback Transactions permitted under
Section 12.3, (iv) Debt of any Subsidiary as an account party in respect of
trade letters of credit, to the extent that such letters of credit are not drawn
upon, (v) Debt assumed in connection with any Investment permitted under Section
12.8, (vi) Debt secured by any Lien permitted pursuant to Section 12.2(q), (vii)
Debt consisting of guarantees of loans made to officers, directors or employees
of any Subsidiary, (viii) unsecured trade accounts payable and other unsecured
current Debt incurred in the ordinary course of business and not more than 120
days past due (but excluding any Debt for borrowed money), (ix) any Permitted
Receivables Securitization, (x) any Permitted Securities Issuance, (xi) Debt
with respect to surety, appeal and performance bonds obtained by any Subsidiary
in the ordinary course of business, and (xii) any replacement, renewal,
refinancing or extension of any Debt referenced above that does not exceed the
aggregate principal amount (plus associated fees and expenses) of the Debt being
replaced, renewed, refinanced or extended (except that accrued and

<PAGE>
                                                                              18


unpaid interest not delinquent in accordance with its terms may be part of any
refinancing pursuant to this clause) and that otherwise complies with this
Agreement.

            "Permitted Receivables Securitization" shall mean the incurrence of
Debt in respect of any receivables securitization of the Company or any
Subsidiary, provided that the aggregate principal amount of all Permitted
Receivables Securitizations outstanding at any time shall not exceed
$100,000,000.

            "Permitted Securities Issuance" shall mean the issuance or
incurrence by the Company or any Subsidiary of any Debt for borrowed money in
respect of debt securities issued in a public offering or a private placement,
provided that the aggregate principal amount of all Permitted Securities
Issuances outstanding at any time shall not exceed $250,000,000, and provided
further, that any debt securities issued or incurred pursuant to any Permitted
Securities Issuance shall be subordinated to, or pari passu with, the Loans or
Guarantees thereof.

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

            "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan as defined in Section 4001(a)(3) of ERISA), subject to the
provisions of Title IV of ERISA or Section 412 of the Code that is maintained
for current or former employees, or any beneficiary thereof, of the Company or
any ERISA Affiliate.

            "Pre Spin-Off Effective Date" shall mean the date on which each of
the conditions set forth in Section 10.2 shall have been satisfied. The Pre
Spin-Off Effective Date shall be no more than two Business Days prior to the
scheduled Zimmer Effective Date.

            "Pricing Grid" shall mean the Facility Fee and Applicable Margin
Pricing Grid set forth below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
  S&P/Moody's Rating Equivalent of the     Facility Fee    Applicable Margin for     Applicable Margin
 Company's senior unsecured non-credit      (in Basis        Eurocurrency Loans      for ABR Loans (in
        enhanced long-term debt              Points)         in (Basis Points)         Basis Points)
--------------------------------------------------------------------------------------------------------
<S>                                            <C>                 <C>                      <C>
                 A-/A3                         10.0                 27.5                       0
--------------------------------------------------------------------------------------------------------
               BBB+/Baa1                       12.5                 37.5                       0
--------------------------------------------------------------------------------------------------------
                BBB/Baa2                       15.0                 47.5                       0
--------------------------------------------------------------------------------------------------------
               BBB-/Baa3                       17.5                 82.5                       0
--------------------------------------------------------------------------------------------------------
          Lower than BBB-/Baa3                 25.0                125.0                    25.0
--------------------------------------------------------------------------------------------------------
</TABLE>

            The higher Rating will determine the Facility Fee and Applicable
Margin unless the S&P and Moody's Ratings are more than one level apart, in
which case the Rating one level below the higher Rating will be determinative.
In the event that the Company's senior unsecured long-term debt is rated by only
one of S&P and Moody's, then that single Rating shall be determinative. The
Company hereby agrees that at all times it shall maintain a Rating from

<PAGE>
                                                                              19


either S&P or Moody's. Each change in a Rating by a Rating Agency shall be
effective on the date such change is announced by such Rating Agency.

            The Applicable Margin for the Loans shall be increased by 25.0 Basis
Points for each day that the sum of the Revolving Credit Exposures and the
Competitive Loan Exposures exceeds 33% of the total Commitments.

            "Rating Agencies" shall mean Moody's and S&P.

            "Ratings" shall mean the ratings from time to time established by
the Rating Agencies for senior, unsecured, non-credit-enhanced long-term debt of
the Company.

            "Reference Lenders" shall mean Chase and Bank of America.

            "Register" shall have the meaning set forth in Section 15.4(d).

            "Reorganization" shall mean with respect to any Multiemployer Plan,
the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

            "Required Lenders" shall mean, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing at least 51% of the sum of
the Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article XIII, and for all purposes after the loans become due and payable
pursuant to Article XIII or the Commitments shall have expired or terminated,
the Competitive Loan Exposures of the Lenders shall be included in their
respective Revolving Credit Exposures in determining the Required Lenders.

            "Revolving Credit Exposure" shall mean, as at any date of
determination with respect to any Lender, an amount in Dollars equal to the sum
of (a) U.S. Revolving Credit Exposure of such Lender, (b) the Japanese Revolving
Credit Exposure of such Lender and (c) the Euro Revolving Credit Exposure of
such Lender.

            "Revolving Loans" shall mean the collective reference to the U.S.
Revolving Loans, the Japanese Revolving Loans and the Euro Revolving Loans;
each, individually, a "Revolving Loan".

            "Rights Agreement" shall mean that certain Rights Agreement to be
entered into between the Company and Mellon Investor Services LLC, as rights
agent, substantially in the form attached as Exhibit 4.4 to Amendment No. 3 to
the Form 10 of the Company, as filed with the SEC on July 6, 2001.

            "Sale and Leaseback Transaction" shall mean any arrangement with any
Person pursuant to which the Company or any Subsidiary leases any property that
has been or is to be sold or transferred by the Company or the 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, (ii) leases between the
Company and a Subsidiary or between Subsidiaries, (iii) leases of property
executed by the time of, or within 12 months after the latest of, the
acquisition, the

<PAGE>
                                                                              20


completion of construction or improvement, or the commencement of commercial
operation, of such property and (iv) arrangements pursuant to any provision of
law with an effect similar to that under former Section 168(f)(8) of the
Internal Revenue Code of 1954.

            "S&P" shall mean Standard & Poor's Ratings Group or any successor
thereto.

            "SEC" shall mean the Securities and Exchange Commission.

            "Spin-Off" shall mean the distribution of all of the shares of the
Company to existing shareholders of Bristol-Myers Squibb in a tax-free spin-off
transaction substantially in accordance with the description thereof set forth
in the Form 10 Filing.

            "subsidiary" shall mean, with respect to any Person (the "parent")
at any date, (a) for purposes of Sections 12.3 and 12.6 only, any Person the
majority of the outstanding Voting Stock (or equivalent voting securities of any
Person which is not a corporation) of which is owned, directly or indirectly, by
the parent or one or more subsidiaries of the parent of such Person and (b) for
all other purposes under this Agreement, any corporation, limited liability
company, partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent's consolidated financial
statements if such financial statements were prepared in accordance with GAAP as
of such date, as well as any other corporation, limited liability company,
partnership, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held.

            "Subsidiary" shall mean a subsidiary of the Company.

            "Subsidiary Guarantor" shall mean each Domestic Wholly Owned
Subsidiary that has executed a counterpart of this Agreement and has become a
guarantor of the Borrower Obligations.

            "Swingline Lender" shall mean Chase in its capacity as lender of
Swingline Loans hereunder.

            "Swingline Loan" shall mean a Loan made pursuant to Article VII.

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

            "Transactions" means the consummation of the Spin-Off, the execution
and delivery by the Credit Parties of this Agreement (or, in the case of the
Borrowing Subsidiaries, the Borrowing Subsidiary Agreements), the performance by
the Credit Parties of this Agreement, the borrowing of the Loans and the use of
the proceeds thereof.

            "Type" when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is

<PAGE>
                                                                              21


determined. For purposes hereof, "Rate" shall include the Eurocurrency Rate, the
Alternate Base Rate and the Fixed Rate.

            "U.S. Borrower" shall have the meaning set forth in the preamble.

            "U.S. Commitment" shall mean, as to any U.S. Lender at any time, its
obligation to make U.S. Revolving Loans to, and/or participate in Swing Line
Loans made to and Letters of Credit issued for the account of, the U.S. Borrower
and the Borrowing Subsidiaries in an aggregate amount not to exceed at any time
outstanding the Dollar amount set forth opposite such U.S. Lender's name in Part
A of Schedule 2.1 under the heading "U.S. Commitment", as such amount may be
reduced from time to time pursuant to Section 8.3 and the other applicable
provisions hereof. The initial aggregate amount of the U.S. Commitments is
$400,000,000.

            "U.S. Commitment Percentage" shall mean, as to any U.S. Lender at
any time, the percentage which such U.S. Lender's U.S. Commitment then
constitutes of the aggregate U.S. Commitments of all U.S. Lenders.

            "U.S. Lender" shall mean the Lenders listed in Part A of Schedule
2.1.

            "U.S. Revolving Credit Exposure" shall mean, as at any date of
determination with respect to any U.S. Lender, an amount in Dollars equal to the
sum of (a) the aggregate unpaid principal amount of such U.S. Lender's U.S.
Revolving Loans on such date, (b) such U.S. Lender's U.S. Commitment Percentage
of the aggregate unpaid principal amount of all Swing Line Loans on such date
and (c) such U.S. Lender's LC Exposure.

            "U.S. Revolving Loan" shall have the meaning set forth in Section
2.1(a).

            "Value" shall mean, with respect to a Sale and Leaseback
Transaction, an amount equal to the present value of the lease payments with
respect to the term of the lease (reduced by the amount of rental obligations of
any sublessee of all or part of the same property) remaining on the date as of
which the amount is being determined, without regard to any renewal or extension
options contained in the lease, discounted at an interest rate determined by the
Company at the time of the consummation of such Sale and Leaseback Transaction
as long as such interest rate is customary for leases of such type.

            "Voting Stock" shall mean, as applied to the stock of any
corporation, stock of any class or classes (however designated) having by the
terms thereof ordinary voting power to elect a majority of the members of the
board of directors (or other governing body) of such corporation other than
stock having such power only by reason of the happening of a contingency.

            "Wholly Owned Subsidiary" of any Person, a subsidiary of such Person
of which securities (except for directors' qualifying shares) or other ownership
interests representing 100% of the equity are, at the time any determination is
being made, owned by such Person or one or more wholly owned subsidiaries of
such Person or by such Person and one or more wholly owned subsidiaries of such
Person.

            "Zimmer" shall have the meaning set forth in the preamble.

<PAGE>
                                                                              22


            "Zimmer Effective Date" shall mean the date on which each of the
conditions set forth in Section 10.3 shall have been satisfied. The Zimmer
Effective Date shall be no more than two Business Days after the Bristol-Myers
Squibb Effective Date.

            SECTION 1.2. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type
(e.g., a "Eurocurrency Revolving Loan") or by Class, Type and Commitment (e.g.,
a "U.S. Eurocurrency Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurocurrency Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving
Borrowing") or by Class, Type and Commitment (e.g., a "U.S. Eurocurrency
Revolving Borrowing").

            SECTION 1.3. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

            SECTION 1.4. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time.

                                   ARTICLE II

                    Amount and Terms of the U.S. Commitments

            SECTION 2.1. U.S. Commitments. Subject to the terms and conditions
set forth herein, each U.S. Lender agrees to make revolving loans ("U.S.
Revolving Loans") to the U.S. Borrowers and any Borrowing Subsidiary which is
organized and existing under the laws of the United States of America or any
State thereof from time to time during the Availability Period in Dollars in an
aggregate principal amount that will not result in (a) such Lender's U.S.
Revolving Credit Exposure exceeding such Lender's U.S. Commitment, (b) the sum
of the total U.S. Revolving Credit Exposures plus the total Competitive Loan
Exposures exceeding the total U.S. Commitments and (c) the sum of the total
Revolving Credit Exposures plus the total Competitive

<PAGE>
                                                                              23


Loan Exposures exceeding the total Commitments. Within the foregoing limits and
subject to the terms and conditions set forth herein, the U.S. Borrowers and
each applicable Borrowing Subsidiary may borrow, prepay and reborrow U.S.
Revolving Loans.

            SECTION 2.2. U.S. Revolving Loans and Borrowings. (a) Each U.S.
Revolving Loan shall be made as part of a Borrowing consisting of U.S. Revolving
Loans made by the U.S. Lenders ratably in accordance with their respective U.S.
Commitments. Each Competitive Loan shall be made in accordance with the
procedures set forth in Section 5.1. The failure of any U.S. Lender to make any
Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the U.S. Commitments and Competitive Bids
of the U.S. Lenders are several and no U.S. Lender shall be responsible for any
other U.S. Lender's failure to make such Loans as required.

            (b) Subject to Section 8.8, (i) each U.S. Revolving Borrowing shall
be comprised entirely of ABR Loans or Eurocurrency Loans as the Company (on its
own behalf or on behalf of any other applicable Borrower) may request in
accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Eurocurrency Loans or Fixed Rate Loans as the Company (on its own
behalf or on behalf of any other Borrower) may request in accordance herewith.
Each U.S. Lender at its option may make any Eurocurrency Loan by causing any
domestic or foreign branch or Affiliate of such U.S. Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of any
Borrower to repay such Loan in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $1,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total U.S. Commitments. Each
Competitive Borrowing denominated in Dollars shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $5,000,000, and
each Competitive Borrowing denominated in an Alternative Currency shall be in an
aggregate principal amount that is not less than the Dollar Equivalent of
$5,000,000. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of 20
Eurocurrency U.S. Revolving Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Company (on its own behalf or on behalf of any other Borrower) shall not be
entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

            SECTION 2.3. Requests for U.S. Revolving Borrowings. To request a
U.S. Revolving Borrowing, the Company (on its own behalf or on behalf of any
other Borrower) shall notify the General Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing, not later than 1:30 p.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New
York City time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or

<PAGE>
                                                                              24


telecopy to the General Administrative Agent of a written Borrowing Request in
the form of Exhibit A-5. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.2:

            (i) the aggregate amount of the requested Borrowing;

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

            (iii) whether such Borrowing is to be an ABR Borrowing or a
Eurocurrency Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period";

            (v) the location and number of the account of the applicable U.S.
Borrower or any Borrowing Subsidiary to which funds are to be disbursed, which
shall comply with the requirements of Section 8.1; and

            (vi) the applicable Borrower.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurocurrency Revolving Borrowing,
then the Company shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the General Administrative Agent shall advise each
U.S. Lender of the details thereof and of the amount of such U.S. Lender's Loan
to be made as part of the requested Borrowing.

            SECTION 2.4. Pre Spin-Off Loans. On the Pre Spin-Off Effective Date,
(a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers,
ratably in accordance with its Applicable Percentage, in an aggregate principal
amount not exceeding the U.S. Commitments (as requested in an irrevocable
written notice delivered to the General Administrative Agent by the U.S.
Borrowers pursuant to Section 2.3 hereof) and (b) each Japanese Lender agrees to
make Japanese Revolving Loans to the Japanese Borrower, ratably in accordance
with its Applicable Percentage, in an aggregate principal amount not exceeding
the Japanese Commitments (as requested in an irrevocable written notice
delivered to the Japanese Administrative Agent by the Japanese Borrower pursuant
to Section 3.3 hereof); provided that if the Zimmer Effective Date does not
occur within two Business Days of the Pre-Spin-Off Effective Date, such Loans
shall be repaid in full on the date that is two Business Days following the Pre
Spin-Off Effective Date. Bristol-Myers Squibb agrees to guarantee such Loans and
the related Borrower Obligations to the same extent as if Bristol-Myers Squibb
were a Guarantor of the Borrower Obligations pursuant to Section 15.16, the
terms of which are imported by reference herein mutatis mutandis.

            SECTION 2.5. U.S. Revolving Loans to Bristol-Myers Squibb. On the
Bristol-Myers Squibb Effective Date, each U.S. Lender agrees to make U.S.
Revolving Loans to Bristol-Myers Squibb, ratably in accordance with its
Applicable Percentage, in an aggregate principal

<PAGE>
                                                                              25


amount not exceeding $380,000,000 (as requested in an irrevocable written notice
delivered to the General Administrative Agent by Bristol-Myers Squibb in the
manner contemplated by Section 2.3 hereof). The payment and performance
obligations (including the obligation to pay any accrued interest) of
Bristol-Myers Squibb under this Agreement in respect of such Loans will be
absolutely and unconditionally assumed in their entirety by the Company (and the
Company hereby absolutely and unconditionally agrees to assume such obligations)
on the Zimmer Effective Date (it being understood and agreed that upon the
assumption of such Loans (and the obligation to pay any accrued interest) by the
Company on the Zimmer Effective Date, Bristol-Myers Squibb shall be released
from all obligations under this Agreement, including, without limitation, its
guarantee of the Loans to be made pursuant to Section 2.4); provided that if the
Zimmer Effective Date does not occur, such Loans shall be repaid not later than
two business Days following the Bristol-Myers Squibb Effective Date.
Bristol-Myers Squibb agrees that the provisions of Sections 8.9, 8.10 and 8.11
shall apply to the U.S. Revolving Loans made to Bristol-Myers Squibb pursuant to
this Section.

            SECTION 2.6. Borrowing Subsidiaries. The Company may designate any
Wholly Owned Subsidiary of the Company as a Borrowing Subsidiary under the U.S.
Commitments. Upon the receipt by the General Administrative Agent of a Borrowing
Subsidiary Agreement executed by such a Wholly Owned Subsidiary and the Company,
such Wholly Owned Subsidiary shall be a Borrowing Subsidiary and a party to this
Agreement. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at
such time as no Loans, fees or any other amounts due in connection therewith
pursuant to the terms hereof shall be outstanding to such Subsidiary and such
Subsidiary and the Company shall have executed and delivered to the General
Administrative Agent a Borrowing Subsidiary Termination; provided that,
notwithstanding anything herein to the contrary, no Borrowing Subsidiary shall
cease to be a Borrowing Subsidiary solely because it no longer is a Wholly Owned
Subsidiary of the Company so long as such Borrowing Subsidiary and the Company
shall not have executed and delivered to the General Administrative Agent a
Borrowing Subsidiary Termination and the Guarantors' guarantee of the Borrower
Obligations of such Borrowing Subsidiary pursuant to Section 15.16 has not been
released.

                                  ARTICLE III

                  Amount and Terms of the Japanese Commitments

            SECTION 3.1. Japanese Commitment. Subject to the terms and
conditions set forth herein, each Japanese Lender agrees to make revolving loans
("Japanese Revolving Loans") from time to time during the Availability Period to
the Japanese Borrower in Japanese Yen or to the U.S. Borrowers in Dollars in an
aggregate principal amount that will not result in (a) such Lender's Japanese
Revolving Credit Exposure exceeding such Lender's Japanese Commitment, (b) the
sum of the total Japanese Revolving Credit Exposures exceeding the total
Japanese Commitments and (c) the sum of the total Revolving Credit Exposures
plus the total Competitive Loan Exposures exceeding the total Commitments.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Japanese Borrower and the U.S. Borrowers may borrow, prepay and
reborrow the Japanese Revolving Loans.

<PAGE>
                                                                              26


            SECTION 3.2. Japanese Revolving Loans and Borrowings. (a) Each
Japanese Revolving Loan shall be made as part of a Borrowing consisting of
Japanese Revolving Loans made by the Japanese Lenders to the Japanese Borrower
or the U.S. Borrowers, as the case may be, ratably in accordance with their
respective Japanese Commitments. The failure of any Japanese Lender to make any
Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Japanese Commitments of the Japanese
Lenders are several and no Japanese Lender shall be responsible for any other
Japanese Lender's failure to make such Loans as required.

            (b) Subject to Section 8.8, each Japanese Revolving Borrowing shall
be composed entirely of ABR Loans or Eurocurrency Loans, in the case of
Borrowings denominated in Dollars, or Eurocurrency Loans, in the case of
Borrowings denominated in Japanese Yen. Each Japanese Lender at its option may
make any Eurocurrency Loan by causing any domestic or foreign branch or
Affiliate of such Japanese Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Japanese Borrower or the
U.S. Borrowers to repay such Loan in accordance with the terms of this
Agreement.

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is (i)
in the case of a Eurocurrency Revolving Borrowing denominated in Japanese Yen, a
minimum principal amount the Dollar Equivalent of which is $2,000,000 or (ii) in
the case of (A) a Eurocurrency Revolving Borrowing denominated in Dollars, an
integral multiple of $1,000,000 and not less than $5,000,000 or (B) an ABR
Revolving Borrowing, an integral multiple of $1,000,000 and not less than
$1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
amount that is equal to the entire unused balance of the total Japanese
Commitments. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of
10 Japanese Revolving Borrowings outstanding.

            (d) Notwithstanding any other provisions of this Agreement, the U.S.
Borrowers and the Japanese Borrower shall not be entitled to request, or to
elect to convert or continue, any Borrowing if the Interest Period requested
with respect thereto would end after the Maturity Date.

            SECTION 3.3. Requests for Japanese Revolving Borrowings. To request
a Japanese Revolving Borrowing, the Japanese Borrower or the Company (on its own
behalf or on behalf of any other U.S. Borrower), as the case may be, shall
notify the Japanese Administrative Agent and the General Administrative Agent of
such request by telephone (a) in the case of a Eurocurrency Borrowing
denominated in Dollars, not later than 1:30 p.m., New York City time, three
Business Days before the date of the proposed Borrowing, (b) in the case of an
ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the
proposed Borrowing or (c) in the case of a Eurocurrency Borrowing denominated in
Japanese Yen, not later than 1:30 p.m., Tokyo time, three Business Days prior to
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Japanese Administrative Agent and the General Administrative Agent of a
written Borrowing Request in the form of Exhibit A-5. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 3.2:

<PAGE>
                                                                              27


            (i) the aggregate amount of the requested Borrowing;

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

            (iii) whether such Borrowing is to be denominated in Japanese Yen or
Dollars and, if denominated in Dollars, whether such Borrowing is to be an ABR
Borrowing or a Eurocurrency Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period";

            (v) the location and number of the account of the Japanese Borrower
or the applicable U.S. Borrower to which funds are to be disbursed, which shall
comply with the requirements of Section 8.1; and

            (vi) the applicable Borrower.

            If no election as to the Type of Revolving Borrowing is specified
(in the case of Revolving Borrowings denominated in Dollars), then the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the Japanese Borrower or the U.S. Borrowers, as the case may be, shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Japanese
Administrative Agent shall advise each Japanese Lender of the details thereof
and of the amount of such Japanese Lender's Loan to be made as part of the
requested Borrowing.

                                   ARTICLE IV

                    Amount and Terms of the Euro Commitments

            SECTION 4.1. Euro Commitments. Subject to the terms and conditions
set forth herein, each Euro Lender agrees to make revolving loans ("Euro
Revolving Loans") from time to time during the Availability Period to the Euro
Borrower in Euro, or to the U.S. Borrowers or any Borrowing Subsidiary in
Dollars, in an aggregate principal amount that will not result in (a) such
Lender's Euro Revolving Credit Exposure exceeding such Lender's Euro Commitment,
(b) the sum of the total Euro Revolving Credit Exposures exceeding the total
Euro Commitments and (c) the sum of the total Revolving Credit Exposures plus
the total Competitive Loan Exposures exceeding the total Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Euro Borrower and the U.S. Borrowers and any Borrowing Subsidiary may borrow,
prepay and reborrow the Euro Revolving Loans.

            SECTION 4.2. Euro Revolving Loans and Borrowings. (a) Each Euro
Revolving Loan shall be made as part of a Borrowing consisting of Euro Revolving
Loans made by the Euro Lenders to the Euro Borrower or the U.S. Borrowers or any
Borrowing Subsidiary, as the case may be, ratably in accordance with their
respective Euro Commitments. The failure of any Euro Lender to make any Loan
required to be made by it shall not relieve any other

<PAGE>
                                                                              28


Lender of its obligations hereunder; provided that the Euro Commitments of the
Euro Lenders are several and no Euro Lender shall be responsible for any other
Euro Lender's failure to make such Loans as required.

            (b) Subject to Section 8.8, each Euro Revolving Borrowing shall be
composed entirely of ABR Loans or Eurocurrency Loans, in the case of Borrowings
denominated in Dollars, or Eurocurrency Loans, in the case of Borrowings
denominated in Euro. Each Euro Lender at its option may make any Eurocurrency
Loan by causing any domestic or foreign branch or Affiliate of such Euro Lender
to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Euro Borrower or the U.S. Borrowers or any Borrowing
Subsidiary to repay such Loan in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurocurrency
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is (i)
in the case of a Eurocurrency Revolving Borrowing denominated in Euro, a minimum
principal amount the Dollar Equivalent of which is $2,000,000 or (ii) in the
case of (A) a Eurocurrency Revolving Borrowing in Dollars, an integral multiple
of $1,000,000 and not less than $5,000,000 or (B) an ABR Revolving Borrowing, an
integral multiple of $1,000,000 and not less than $1,000,000; provided that an
ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Euro Commitments. Borrowings of more than one
Type and Class may be outstanding at the same time; provided that there shall
not at any time be more than a total of 10 Euro Revolving Borrowings
outstanding.

            (d) Notwithstanding any other provisions of this Agreement, the U.S.
Borrowers, the Borrowing Subsidiaries and the Euro Borrower shall not be
entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

            SECTION 4.3. Requests for Euro Revolving Borrowings. To request a
Euro Revolving Borrowing, the Euro Borrower or the Company (on its own behalf or
on behalf of any other Borrower), as the case may be, shall notify the Euro
Administrative Agent and the General Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing denominated in Dollars,
not later than 1:30 p.m., New York City time, three Business Days before the
date of the proposed Borrowing, (b) in the case of an ABR Borrowing denominated
in Dollars, not later than 12:00 noon, New York City time, on the date of the
proposed Borrowing or (c) in the case of a Eurocurrency Borrowing denominated in
Euro, not later than 12:00 noon, London time, three Business Days prior to the
date of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Euro Administrative Agent and the General Administrative Agent of a written
Borrowing Request in the form of Exhibit A-5. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 4.2:

            (i) the aggregate amount of the requested Borrowing;

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

<PAGE>
                                                                              29


            (iii) whether such Borrowing is to be denominated in Euro or Dollars
and, if denominated in Dollars, whether such Borrowing is to be an ABR Borrowing
or a Eurocurrency Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period";

            (v) the location and number of the account of the Euro Borrower, the
applicable U.S. Borrower or any Borrowing Subsidiary to which funds are to be
disbursed, which shall comply with the requirements of Section 8.1; and

            (vi) the applicable Borrower.

            If no election as to the Type of Revolving Borrowing is specified
(in the case of Revolving Borrowings denominated in Dollars), then the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurocurrency Revolving Borrowing, then
the Euro Borrower, the U.S. Borrowers or the Borrowing Subsidiaries, as the case
may be, shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Euro Administrative Agent shall advise each Euro Lender of the
details thereof and of the amount of such Euro Lender's Loan to be made as part
of the requested Borrowing.

                                   ARTICLE V

                              Competitive Bid Loans

            SECTION 5.1. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Company (on its own behalf or on behalf of any other Borrower) may request
Competitive Bids and the Company (on its own behalf or on behalf of any other
Borrower) may (but shall not have any obligation to) accept Competitive Bids and
borrow Competitive Loans; provided that no Competitive Loan may be requested
that would result in (a) the sum of the total U.S. Revolving Credit Exposures
plus the total Competitive Loan Exposures exceeding the total U.S. Commitments
and (b) the sum of the total Revolving Credit Exposures plus the total
Competitive Loan Exposures exceeding the total Commitments. To request
Competitive Bids, the Company (on its own behalf or on behalf of any other
Borrower) shall hand deliver or telecopy to the Advance Agent a duly completed
Competitive Bid Request in the form of Exhibit A-1 hereto, to be received by the
Advance Agent, in the case of a Eurocurrency Borrowing, not later than 10:00
a.m., New York City time, four Business Days before the date of the proposed
Borrowing and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m.,
New York City time, two Business Days before the date of the proposed Borrowing.
A Competitive Bid Request that does not conform substantially to Exhibit A-1 may
be rejected in the Advance Agent's sole discretion, and the Advance Agent shall
promptly notify the Company of such rejection by telecopy. Each Competitive Bid
Request shall specify the following information in compliance with Section 2.2:

            (i) the aggregate amount of the requested Borrowing;

<PAGE>
                                                                              30


            (ii) the Currency of the requested Borrowing;

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

            (iv) whether such Borrowing is to be a Eurocurrency Borrowing or a
Fixed Rate Borrowing;

            (v) the Interest Period to be applicable to such Borrowing, which
shall be a period contemplated by the definition of the term "Interest Period";

            (vi) the location and number of the account of the Borrower to which
funds are to be disbursed, which shall comply with the requirements of Section
8.1; and

            (vii) the applicable Borrower.

If no election as to the Currency of a Borrowing is specified in any Competitive
Bid Request, then the applicable Borrower shall be deemed to have requested a
Borrowing in Dollars. Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Advance Agent shall notify the Lenders of the
details thereof by telecopy, inviting the Lenders to submit Competitive Bids.

            (b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to such Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be received by the Advance Agent
by telecopy, in the form of Exhibit A-3 hereto, in the case of a Eurocurrency
Competitive Borrowing, not later than 9:30 a.m., New York City time, three
Business Days before the proposed date of such Competitive Borrowing, and in the
case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time,
one Business Day before the proposed date of such Competitive Borrowing.
Competitive Bids that do not conform substantially to the format of Exhibit A-3
may be rejected by the Advance Agent, and the Advance Agent shall notify the
applicable Lender as promptly as practicable. Each Competitive Bid shall specify
(i) the principal amount of the Competitive Loan or Loans that the Lender is
willing to make (which, in the case of a Competitive Borrowing denominated in
Dollars, shall be a minimum of $5,000,000 and an integral multiple of $1,000,000
and, in the case of a Competitive Borrowing denominated in an Alternative
Currency, shall be a minimum principal amount the Dollar Equivalent of which is
equal to $5,000,000, and which may equal the entire principal amount of the
Competitive Borrowing Request by such Borrower), (ii) the Competitive Bid Rate
or Rates at which the Lender is prepared to make such Loan or Loans (expressed
as a percentage rate per annum in the form of a decimal to no more than four
decimal places) and (iii) the Interest Period applicable to each such Loan and
the last day thereof.

            (c) The Advance Agent shall promptly notify such Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

            (d) Subject only to the provisions of this paragraph, such Borrower
may accept or reject any Competitive Bid. Such Borrower shall notify the Advance
Agent by telephone, confirmed by telecopy in the form of a Competitive Bid
Accept/Reject Letter,

<PAGE>
                                                                              31


whether and to what extent it has decided to accept or reject each Competitive
Bid, in the case of a Eurocurrency Competitive Borrowing, not later than 2:00
p.m., New York City time, three Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
2:00 p.m., New York City time, on the proposed date of the Competitive
Borrowing; provided that (i) the failure of such Borrower to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) such Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
the Company rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by such Borrower
shall not exceed the aggregate amount of the requested Competitive Borrowing
specified in the related Competitive Bid Request, (iv) to the extent necessary
to comply with clause (iii) above, such Borrower may accept Competitive Bids at
the same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is, in the case of a Competitive Borrowing
denominated in Dollars, in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000 and, in the case of a Competitive Borrowing
denominated in an Alternative Currency, in a minimum principal amount the Dollar
Equivalent of which is $5,000,000; provided further that if a Competitive Loan
must be in an amount less than $5,000,000 or an amount in an Alternative
Currency of which the Dollar Equivalent is less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$5,000,000 or an amount in an Alternative Currency of which the Dollar
Equivalent is $5,000,000 or any integral multiple of $1,000,000 thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 in a manner
which shall be in the discretion of such Borrower. A notice given by such
Borrower pursuant to this paragraph (d) shall be irrevocable.

            (e) The Advance Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

            (f) If the Advance Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such Competitive Bid directly to the
Company (on its own behalf or on behalf of any other Borrower) at least one
quarter of an hour earlier than the time by which the other Lenders are required
to submit their Competitive Bids to the Advance Agent pursuant to paragraph (b)
of this Section 5.1.

            (g) All notices required by this Section 5.1 shall be given in
accordance with Section 15.1.

<PAGE>
                                                                              32


                                   ARTICLE VI

                                Letters of Credit

            SECTION 6.1. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, each U.S. Borrower and the Company (on behalf
of any Borrowing Subsidiary) may request the issuance under the U.S. Commitments
of Letters of Credit for its own account (including for the account of any
Borrowing Subsidiary), in a form reasonably acceptable to the General
Administrative Agent and the Issuing Lender, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by a U.S. Borrower
or the Company (on behalf of any Borrowing Subsidiary) to, or entered into by a
U.S. Borrower or the Company (on behalf of any Borrowing Subsidiary) with, the
Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control. At the request of a U.S. Borrower or the Company
(on behalf of any Borrowing Subsidiary), any Letter of Credit may be issued for
the joint and several account of such Borrower and another Borrower.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), a U.S. Borrower or the
Company (on behalf of any Borrowing Subsidiary) shall hand deliver or telecopy
(or transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Lender) to the Issuing Lender and the General
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
the date of issuance, amendment, renewal or extension, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section 6.1), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing
Lender, such U.S. Borrower or the Company (on behalf of any Borrowing
Subsidiary) also shall submit a letter of credit application on the Issuing
Lender's standard form in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit, the
Borrowers shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed $50,000,000, (ii) the sum of the total U.S. Revolving Credit Exposures
plus the total Competitive Loan Exposures shall not exceed the total U.S.
Commitments and (iii) the sum of the total Revolving Credit Exposures plus the
total Competitive Loan Exposures shall not exceed the total Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date one year after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Maturity Date.

<PAGE>
                                                                              33


            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Lender or the U.S. Lenders, the
Issuing Lender hereby grants to each U.S. Lender, and each U.S. Lender hereby
acquires from the Issuing Lender, a participation in such Letter of Credit equal
to such U.S. Lender's U.S. Commitment Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each U.S. Lender hereby absolutely and
unconditionally agrees to pay to the General Administrative Agent, for the
account of the Issuing Lender, such U.S. Lender's U.S. Commitment Percentage of
each LC Disbursement made by the Issuing Lender and not reimbursed on or before
the date due as provided in paragraph (e) of this Section 6.1, or of any
reimbursement payment required to be refunded to the Borrowers for any reason.
Each U.S. Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the U.S. Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the applicable Borrower shall
reimburse such LC Disbursement by paying to the General Administrative Agent an
amount equal to such LC Disbursement not later than 12:00 noon, New York City
time, on the date that such LC Disbursement is made, if such Borrower shall have
received notice of such LC Disbursement prior to 10:00 a.m., New York City time,
on such date, or, if such notice has not been received by such Borrower prior to
such time on such date, then not later than 12:00 noon, New York City time, on
(i) the Business Day that such Borrower receives such notice, if such notice is
received prior to 10:00 a.m., New York City time, on the day of receipt or (ii)
the Business Day immediately following the day that receives such notice, if
such notice is not received prior to such time on the day of receipt; provided
that such U.S. Borrower or the Company (on behalf of the applicable Borrowing
Subsidiary) may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.3 that such payment be financed with a U.S.
Revolving Loan or Swingline Loan in an equivalent amount and, to the extent so
financed, such Borrower's obligation to make such payment shall be discharged
and replaced by the resulting U.S. Revolving Loan or Swingline Loan. If such
Borrower fails to make such payment when due, the General Administrative Agent
shall notify each U.S. Lender of the applicable LC Disbursement, the payment
then due from such Borrower in respect thereof and such U.S. Lender's U.S.
Commitment Percentage thereof. Promptly following receipt of such notice, each
U.S. Lender shall pay to the General Administrative Agent its U.S. Commitment
Percentage or of the payment then due from such Borrower, in the same manner as
provided in Section 8.1 with respect to U.S. Revolving Loans made by such U.S.
Lender (and Section 8.1 shall apply, mutatis mutandis, to the payment
obligations of the U.S. Lenders), and the General Administrative Agent shall
promptly pay to the Issuing Lender the amounts so received by it from the U.S.
Lenders. Promptly following receipt by the General Administrative Agent of any
payment from such Borrower pursuant to this paragraph, the General
Administrative Agent shall distribute such payment to the Issuing Lender or, to
the extent that U.S. Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Lender, then to such U.S. Lenders and the Issuing Lender
as their interests may appear. Any payment made by a U.S. Lender pursuant to
this paragraph to reimburse the Issuing

<PAGE>
                                                                              34


Lender for any LC Disbursement (other than the funding of U.S. Revolving Loans
or a Swingline Loan as contemplated above) shall not constitute a Loan and shall
not relieve such Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. Each applicable Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section 6.1
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of:

            (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein;

            (ii) any amendment or waiver of or any consent to departure from all
or any of the provisions of any Letter of Credit or this Agreement;

            (iii) the existence of any claim, setoff, defense or other right
that any Borrower, any other party guaranteeing, or otherwise obligated with,
any Borrower, any Subsidiary or other Affiliate thereof or any other Person may
at any time have against the beneficiary under any Letter of Credit, the Issuing
Lender, the General Administrative Agent or any Lender or any other Person,
whether in connection with this Agreement or any other related or unrelated
agreement or transaction;

            (iv) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect;

            (v) payment by the Issuing Lender under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit; and

            (vi) any other act or omission to act or delay of any kind of the
Issuing Lender, the Lenders, the General Administrative Agent or any other
Person or any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section 6.1,
constitute a legal or equitable discharge of such Borrower's obligations
hereunder.

Neither the General Administrative Agent, the Lenders nor the Issuing Lender nor
any of their Affiliates, directors, officers, employees and agents, shall have
any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder, including any of the circumstances specified in clauses (i)
through (vi) above, as well as any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Lender;
provided that the foregoing shall not be construed to excuse the Issuing Lender
from liability to such Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrowers to the extent permitted by applicable law) suffered by such Borrower
that are caused by the Issuing Lender's failure to

<PAGE>
                                                                              35


exercise the agreed standard of care (as set forth below) in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that the Issuing Lender shall
have exercised the agreed standard of care in the absence of gross negligence or
willful misconduct on the part of the Issuing Lender. Without limiting the
generality of the foregoing, it is understood that the Issuing Lender may accept
documents that appear on their face to be in substantial compliance with the
terms of a Letter of Credit, without responsibility for further investigation,
regardless of any notice or information to the contrary, and may make payment
upon presentation of documents that appear on their face to be in substantial
compliance with the terms of such Letter of Credit; provided that the Issuing
Lender shall have the right, in its sole discretion, to decline to accept such
documents and to make such payment if such documents are not in strict
compliance with the terms of such Letter of Credit.

            (g) Disbursement Procedures. The Issuing Lender shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Lender shall promptly
notify the General Administrative Agent and such Borrower for whose account such
Letter of Credit was issued by telephone (confirmed by telecopy) of such demand
for payment and whether the Issuing Lender has made or will make an LC
Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve such Borrower of its obligation to reimburse the
Issuing Lender and the U.S. Lenders with respect to any such LC Disbursement.

            (h) Interim Interest. If the Issuing Lender shall make any LC
Disbursement, then, unless the Borrowers shall reimburse (including with the
proceeds of Loans as provided in Section 6.1(e)) such LC Disbursement in full on
the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrowers reimburse such LC Disbursement at
the rate per annum specified in Section 8.7(a) provided that, if the Borrowers
fail to reimburse (including with the proceeds of Loans as provided in Section
6.1(e)) such LC Disbursement when due pursuant to paragraph (e) of this Section
6.1, then Section 8.7(d) shall apply. Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Lender, except that interest
accrued on and after the date of payment by any U.S. Lender pursuant to
paragraph (e) of this Section 6.1 to reimburse the Issuing Lender shall be for
the account of such U.S. Lender to the extent of such payment.

                                   ARTICLE VII

                                    Swingline

            SECTION 7.1. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
under the U.S. Commitments to the U.S. Borrowers or any Borrowing Subsidiary
from time to time during the Availability Period in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the
sum of the total U.S. Revolving Credit Exposures

<PAGE>
                                                                              36


plus the total Competitive Loan Exposures exceeding the total U.S. Commitments
or (iii) the sum of the total Revolving Credit Exposures plus the total
Competitive Loan Exposures exceeding the total Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the U.S. Borrowers or any Borrowing Subsidiary
may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be in an
aggregate amount that is not less than $100,000. Swingline Loans shall be ABR
Loans.

            (b) To request a Swingline Loan, a U.S. Borrower or the Company (on
behalf of any Borrowing Subsidiary) shall notify the General Administrative
Agent of such request by telephone (confirmed by telecopy), not later than 3:00
p.m., New York City time, on the day of a proposed Swingline Loan. Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and amount of the requested Swingline Loan. The General
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from such U.S. Borrower or the Company (on behalf of any
Borrowing Subsidiary). The Swingline Lender shall make each Swingline Loan
available to such Borrower by means of a credit to the general deposit account
of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan
made to finance the reimbursement of an LC Disbursement as provided in Section
6.1, by remittance to the Issuing Lender) by 4:00 p.m., New York City time, on
the requested date of such Swingline Loan.

            (c) The Swingline Lender may by written notice given to the General
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the U.S. Lenders to acquire participations on such Business
Day in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which U.S. Lenders will
participate. Promptly upon receipt of such notice, the General Administrative
Agent will give notice thereof to each U.S. Lender, specifying in such notice
such U.S. Lender's U.S. Commitment Percentage of such Swingline Loan or Loans.
Each U.S. Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the General Administrative Agent, for the
account of the Swingline Lender, such U.S. Lender's U.S. Commitment Percentage
of such Swingline Loan or Loans. Each U.S. Lender acknowledges and agrees that
its obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
U.S. Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 8.1 with respect to U.S. Revolving Loans made by such U.S. Lender (and
Section 8.1 shall apply, mutatis mutandis, to the payment obligations of the
U.S. Lenders), and the General Administrative Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the U.S. Lenders. The
General Administrative Agent shall notify the Company of any participations in
any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the General Administrative
Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from a Borrower (or other party on behalf of such Borrower) in respect of
a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the General
Administrative Agent; any such amounts received by the General Administrative
Agent shall be promptly remitted by the General Administrative

<PAGE>
                                                                              37


Agent to the U.S. Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear. The
purchase of participations in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrowers of any default in the payment thereof.

                                  ARTICLE VIII

                     General Provisions Applicable to Loans

            SECTION 8.1. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds in the applicable Currency to the account of the
General Administrative Agent or an Affiliate thereof in the case of U.S.
Revolving Loans, Japanese Revolving Loans denominated in Dollars, Euro Revolving
Loans denominated in Dollars and Competitive Loans, the Japanese Administrative
Agent or an Affiliate thereof in the case of Japanese Revolving Loans
denominated in Japanese Yen, or the Euro Administrative Agent or an Affiliate
thereof in the case of Euro Revolving Loans denominated in Euro, as the case may
be, most recently designated by it for such purpose by notice to the Lenders, by
2.00 p.m., local time (or, (i) in the case of the Japanese Lenders, by 12:00
noon, local time, and (ii) in the case of any Competitive Loan with respect to
which a Borrower shall have requested funding in another jurisdiction, to such
account in such jurisdiction as the Advance Agent shall designate for such
purpose by notice to the applicable Lenders, by 2:00 p.m., local time). The
applicable Administrative Agent will make such Loans available to such Borrower
by promptly crediting the amounts so received, in like funds, to an account of
such Borrower maintained with the applicable Administrative Agent in the
relevant jurisdiction (or, in the case of any Competitive Loan with respect to
which a Borrower shall have requested funding in another jurisdiction, to such
account in such jurisdiction as such Borrower shall have designated in the
applicable Competitive Bid Request).

            (b) Unless the applicable Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such
Lender will not make available to the applicable Administrative Agent such
Lender's share of such Borrowing, the applicable Administrative Agent may assume
that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section 8.1 and may, in reliance upon such assumption,
make available to such Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the applicable Administrative Agent, then the applicable Lender and the
applicable Borrower severally agree to pay to the applicable Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the applicable Administrative
Agent, at (i) in the case of such Lender, (A) in the case of Borrowings
denominated in Dollars, the greater of the Federal Funds Effective Rate and a
rate determined by the applicable Administrative Agent in accordance with
banking industry rules on interbank compensation and (B) in the case of
Borrowings denominated in any Alternative Currency, the interest rate reasonably
determined by the applicable Administrative Agent to reflect its cost of funds
for the amount advanced by such Administrative Agent on behalf of such Lender,
or (ii) in the case of such Borrower, the interest rate on the applicable
Borrowing; provided that no repayment by such Borrower

<PAGE>
                                                                              38


pursuant to this sentence shall be deemed to be a prepayment for purposes of
Section 8.10. If such Lender pays such amount to the applicable Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing.

            SECTION 8.2. Interest Elections. (a) Each U.S. Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Company
(on its own behalf or on behalf of any other Borrower) may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurocurrency U.S. Revolving Borrowing, may elect Interest Periods therefor,
all as provided in this Section. The Company (on its own behalf or on behalf of
any other Borrower) may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the U.S. Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

            (b) Each Revolving Borrowing denominated in Japanese Yen or Euro
shall have an initial Interest Period as specified in the applicable Borrowing
Request. Thereafter, the applicable Borrower may elect to continue such
Borrowing and may elect Interest Periods thereafter, all as provided in this
Section. The Japanese Borrower or the Euro Borrower, as the case may be, may
elect different Interest Periods with respect to different portions of the
affected Borrowing, in which case such portion shall be allocated ratably among
the Japanese Lenders or Euro Lenders, as the case may be, holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.

            (c) To make an election pursuant to this Section, the Company (on
its own behalf or on behalf of any other Borrower), the Japanese Borrower or the
Euro Borrower, as the case may be, shall notify applicable Administrative Agent
of such election by telephone by the time that a Borrowing Request would be
required under Section 2.3, 3.3 or 4.3, as the case may be, if the Company (on
its own behalf or on behalf of any other Borrower), the Japanese Borrower or the
Euro Borrower, as the case may be, were requesting a Revolving Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the applicable
Administrative Agent of a written Interest Election Request in a form approved
by the applicable Administrative Agent and signed by the Company or the
applicable Borrower.

            (d) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.3, 3.3 or 4.3, as
the case may be:

            (i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

<PAGE>
                                                                              39


            (iii) in the case of Borrowings denominated in Dollars, whether the
resulting Borrowing is to be an ABR Borrowing or Eurocurrency Borrowing; and

            (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest
Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Company (on its own behalf or on behalf
of any other Borrower), the Japanese Borrower or the Euro Borrower, as the case
may be, shall be deemed to have selected an Interest Period of one month's
duration.

            (e) Promptly following receipt of an Interest Election Request, the
applicable Administrative Agent shall advise each applicable Lender of the
details thereof and of such Lender's portion of each resulting Borrowing.

            (f) If the Company or the applicable Borrower fails to deliver a
timely Interest Election Request with respect to a Eurocurrency Revolving
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be continued as such with an Interest Period of one
month if it is denominated in an Alternative Currency.

            SECTION 8.3. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

            (b) The Company may at any time terminate, or from time to time
reduce, the U.S. Commitments; provided that (i) each reduction of the U.S.
Commitments shall be in an amount that is an integral multiple of $1,000,000 and
not less than $5,000,000 and (ii) the Company shall not terminate or reduce the
U.S. Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 8.5, the sum of the Revolving Credit Exposures
plus the Competitive Loan Exposures would exceed the total Commitments.

            (c) The Company or the Japanese Borrower may at any time terminate,
or from time to time reduce, the Japanese Commitments; provided that (i) each
reduction of the Japanese Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $1,000,000 and (ii) the Company and the
Japanese Borrower shall not terminate or reduce the Japanese Commitments if,
after giving effect to any concurrent prepayment of the Loans in accordance with
Section 8.5, the sum of the Japanese Revolving Credit Exposures would exceed the
total Japanese Commitments.

            (d) The Company or the Euro Borrower may at any time terminate, or
from time to time reduce, the Euro Commitments; provided that (i) each reduction
of the Euro Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $1,000,000 and (ii) the Company and the Euro
Borrower shall not terminate or reduce the Euro Commitments if, after giving
effect to any concurrent prepayments of the Loans in accordance with Section
8.5, the sum of the Euro Revolving Credit Exposures would exceed the total Euro
Commitments.

<PAGE>
                                                                              40


            (e) The Company, the Japanese Borrower or the Euro Borrower, as the
case may be, shall notify the applicable Administrative Agent, of any election
to terminate or reduce the Commitments under paragraph (b), (c) or (d) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the applicable Administrative
Agent shall advise the applicable Lenders of the contents thereof. Each notice
delivered by the applicable Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of any Commitments delivered
by a Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
applicable Borrower (by notice to the applicable Administrative Agent on or
prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of any Commitments shall be made ratably among the applicable Lenders in
accordance with their respective applicable Commitments.

            SECTION 8.4. Repayment of Loans; Evidence of Debt. (a) Each of the
U.S. Borrowers and each Borrowing Subsidiary hereby unconditionally promises to
pay (i) to the General Administrative Agent for the account of each U.S. Lender
the then unpaid principal amount of its U.S. Revolving Loans on the Maturity
Date and (ii) to the General Administrative Agent for the account of each U.S.
Lender the then unpaid principal amount of each Competitive Loan on the last day
of the Interest Period applicable to such Loan.

            (b) Each of the Borrowers hereby unconditionally promises to pay to
the Japanese Administrative Agent for the account of each Japanese Lender the
then unpaid principal amount of its Japanese Revolving Loans on the Maturity
Date.

            (c) Each of the Borrowers hereby unconditionally promises to pay to
the Euro Administrative Agent for the account of each Euro Lender the then
unpaid principal amount of its Euro Revolving Loans on the Maturity Date.

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

            (e) Each Administrative Agent shall maintain a Register pursuant to
subsection 15.4(d) and an account for each applicable Lender in which it shall
record (i) the amount of each Loan made hereunder and any promissory note
evidencing such Loan, the Class and Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from each Borrower to each Lender hereunder and
(iii) the amount of any sum received by such Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof.

            (f) The entries made in the Register and the accounts of each Lender
maintained pursuant to paragraphs (d) and (e) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein;
provided that the failure of any Lender or any Administrative Agent to maintain
such accounts or any error therein shall not in

<PAGE>
                                                                              41


any manner affect the obligation of any Borrower to repay the Loans in
accordance with the terms of this Agreement.

            (g) Any Lender may request that Loans made by it be evidenced by a
promissory note for its Competitive Loans and a promissory note for its
Revolving Loans. In such event, the applicable Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the General Administrative Agent. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 15.4) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
assigns).

            SECTION 8.5. Prepayment of Loans. (a) A Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (b) of this Section;
provided that no Borrower shall have the right to prepay any Competitive Loan
without the prior consent of the Lender thereof.

            (b) A Borrower shall notify the General Administrative Agent, the
Japanese Administrative Agent or the Euro Administrative Agent, as the case may
be, by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the
case of prepayment of a Eurocurrency Revolving Borrowing in Dollars, not later
than 12:00 noon, New York City time, three Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing
(including Swingline Loans), not later than 12:00 noon, New York City time, one
Business Day before the date of prepayment, (iii) in the case of a prepayment of
a Eurocurrency Revolving Borrowing denominated in Japanese Yen, not later than
12:00 noon, Tokyo time, three Business Days before the date of prepayment and
(iv) in the case of a prepayment of a Eurocurrency Revolving Borrowing
denominated in Euro, not later than 12:00 noon, London time, three Business Days
before the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of any Commitments as
contemplated by Section 8.3, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 8.3. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
applicable Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.2, 3.2 and 4.2. Each
prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 8.7.

            (c) Upon receipt by the Company or any Subsidiary of Net Cash
Proceeds from a Permitted Receivables Securitization, the aggregate Commitments
will be automatically and permanently reduced by the amount of such Net Cash
Proceeds received therefrom, such reduction to be applied ratably to the total
U.S. Commitments, the total Japanese Commitments and the total Euro Commitments.

<PAGE>
                                                                              42


            (d) Upon receipt by the Company or any Subsidiary of Net Cash
Proceeds from a Permitted Securities Issuance, the aggregate Commitments will be
automatically and permanently reduced by the amount of such Net Cash Proceeds
received therefrom less the aggregate amount, as of the date of such Permitted
Securities Issuance, by which the Commitments have been reduced or terminated
pursuant to Section 8.3(b), (c) or (d), such reduction to be applied ratably to
the total U.S. Commitments, the total Japanese Commitments and the total Euro
Commitments.

            (e) If on the last day of any fiscal quarter of the Company for any
reason the sum of the total U.S. Revolving Credit Exposures plus the total
Competitive Loan Exposures exceeds the total U.S. Commitments then in effect by
more than 5%, the Borrowers shall, as soon as practicable but in no event later
than three Business Days after learning thereof, or, as soon as practicable but
in no event later than three Business Days after the request of the General
Administrative Agent, prepay U.S. Revolving Loans and cancel or reduce Letters
of Credit, in an aggregate principal amount equal to the amount of such excess.

            (f) If on the last day of any fiscal quarter of the Company for any
reason the sum of the total Japanese Revolving Credit Exposures exceeds the
total Japanese Commitments then in effect by more than 5%, the Japanese Borrower
and the Company shall, as soon as practicable but in no event later than three
Business Days after learning thereof, or, as soon as practicable but in no event
later than three Business Days after the request of the General Administrative
Agent, immediately prepay Japanese Revolving Loans in an aggregate principal
amount equal to the amount of such excess.

            (g) If on the last day of any fiscal quarter of the Company for any
reason the sum of the total Euro Revolving Credit Exposures exceeds the total
Euro Commitments then in effect by more than 5%, the Euro Borrower and the
Company shall, as soon as practicable but in no event later than three Business
Days after learning thereof, or as soon as practicable but in no event later
than three Business Days after the request of the General Administrative Agent,
prepay Euro Revolving Loans in an aggregate principal amount equal to the amount
of such excess.

            (h) The Company and the other Borrowers will use reasonable efforts
to implement and maintain internal controls to monitor the Borrowings and
repayments, with the object of preventing any request for a Borrowing that would
cause conditions specified in the first sentence of each of Sections 2.1, 3.1
and 4.1 not to be satisfied.

            (i) The Administrative Agents shall not be obligated to calculate
the Dollar Equivalent of any Alternative Currency but may do so from time to
time in their sole discretion.

            SECTION 8.6. Fees. (a) The Company agrees to pay to the General
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the facility fee rate set forth in the Pricing Grid from time to time
on the daily amount of the Commitments of such Lender (whether used or unused)
during the period from and including the date hereof to but excluding the date
on which such Commitments terminate; provided that, if such Lender continues to
have any Revolving Credit Exposure after its Commitments terminate, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure from and including the date on which its Commitments
terminate to but

<PAGE>
                                                                              43


excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued facility fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the date
hereof; provided that any facility fees accruing after the date on which the
Commitments terminate shall be payable on demand. All facility fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

            (b) The Company agrees to pay to the Administrative Agents, for
their own account, the administrative, auction and other fees separately agreed
upon between the Company and the Administrative Agents (collectively, the
"Administrative Fees").

            (c) The Company agrees to pay (i) to the General Administrative
Agent for the account of each U.S. Lender (including the Issuing Lender) a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at a rate per annum equal to the Applicable Margin applicable to
interest on Eurocurrency Revolving Loans on the average daily amount of such
U.S. Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Zimmer
Effective Date to but excluding the date on which such U.S. Lender ceases to
have any LC Exposure and (ii) to the Issuing Lender a fronting fee, which shall
accrue at the rate of 0.125% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Zimmer Effective Date to
but excluding the date on which there ceases to be any LC Exposure, as well as
the Issuing Lender's standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees shall be payable on the last
day of March, June, September and December of each year, commencing on the first
such date to occur after the Zimmer Effective Date; provided that all such fees
shall be payable on the date on which the U.S. Commitments terminate and any
such fees accruing after the date on which the U.S. Commitments terminate shall
be payable on demand. Any other fees payable to the Issuing Lender pursuant to
this paragraph shall be payable promptly after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the General Administrative Agent for
distribution, in the case of facility fees and participation fees, to the
Lenders. Fees paid shall not be refundable under any circumstances.

            SECTION 8.7. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Margin.

            (b) The Loans comprising each Eurocurrency Borrowing shall bear
interest (i) in the case of a Eurocurrency Revolving Loan, at the Eurocurrency
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin or (ii) in the case of a Eurocurrency Competitive Loan, at the
Eurocurrency Rate for the Interest Period in effect for such Borrowing plus (or
minus, as applicable) the Competitive Loan Margin applicable to such Loan.

<PAGE>
                                                                              44


            (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

            (d) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by any Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

            (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Commitments; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

            (f) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at time when the Alternate Base Rate is based on clause (a) of the first
sentence of the definition of Alternate Base Rate shall be computed on the basis
of a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate or Eurocurrency Rate
shall be determined by the General Administrative Agent, and such determination
shall be conclusive absent manifest error.

            SECTION 8.8. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

            (a) the General Administrative Agent shall have determined (which
determination shall be made in good faith and shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Eurocurrency Rate for the relevant Currency for such Interest Period; or

            (b) the General Administrative Agent is advised by the Required
Lenders (or, in the case of a Eurocurrency Competitive Loan, the Lender that is
required to make such Loan) that the Eurocurrency Rate for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining their Loans (or its Loan) included in such Borrowing for
such Interest Period;

then the General Administrative Agent shall give notice thereof to the Company
(on its own behalf or on behalf of the applicable Borrower) and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the
General Administrative Agent notifies the Company (on its own behalf or on
behalf of the applicable Borrower) and the Lenders that the

<PAGE>
                                                                              45


circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurocurrency Revolving
Borrowing, such Borrowing, if denominated in Dollars, shall be made as an ABR
Borrowing and, if denominated in any Alternative Currency, shall be made as a
Borrowing bearing interest at an interest rate reasonably determined by the
General Administrative Agent to compensate the applicable Lenders for such
Borrowing in such Currency for the applicable period and (iii) any request by
the Company (on its own behalf or on behalf of any other Borrower) or any other
Borrower for a Eurocurrency Competitive Borrowing shall be ineffective; provided
that (x) if the circumstances giving rise to such notice do not affect all the
Lenders, then requests by the Company for Eurocurrency Competitive Borrowings
may be made to Lenders that are not affected thereby and (y) if the
circumstances giving rise to such notice affect only one Type of Borrowing, then
the other Type of Borrowings shall be permitted.

            SECTION 8.9. Increased Costs. (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender; or

            (ii) impose on any Lender , the London interbank market or the Tokyo
interbank market any other condition affecting this Agreement or Eurocurrency
Loans or Fixed Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or issuing or participating in
Letters of Credit by an amount deemed by such Lender to be material or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or otherwise) by an amount deemed by such Lender to be
material, then the applicable Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs
actually incurred or reduction actually suffered.

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

            (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company as specified in
paragraph (a) or (b) of this Section and setting forth in reasonable detail the
manner in which such amount or amounts shall have been determined, shall be
delivered to the applicable Borrower and shall be conclusive

<PAGE>
                                                                              46


absent manifest error. The applicable Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than 90 days prior to the date that
such Lender notifies such Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            (e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made. The obligations of the
Borrowers under this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

            SECTION 8.10. Break Funding Payments. In the event of (a) the
payment or prepayment of any principal of any Eurocurrency Loan or Fixed Rate
Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any
Eurocurrency Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Revolving
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 8.5(b) and is revoked in
accordance therewith), (d) the failure to borrow any Competitive Loan after
accepting the Competitive Bid to make such Loan or (e) the assignment of any
Eurocurrency Loan or Fixed Rate Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by any Borrower pursuant to
Section 8.13, then, in any such event, the applicable Borrower shall compensate
each Lender for the out-of-pocket loss, cost and expense attributable to such
event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
present value of the excess, if any, of (i) its cost of obtaining the funds for
the Loan being paid, prepaid, refinanced or not borrowed (assumed to be the
Eurocurrency Rate applicable thereto) for the period from the date of such
payment, prepayment, refinancing or failure to borrow or refinance to the last
day of the Interest Period for such Loan (or, in the case of a failure to borrow
or refinance the Interest Period for such Loan which would have commenced on the
date of such failure) over (ii) the amount of interest (as reasonably determined
by such Lender) that would be realized by such Lender in reemploying the funds
so paid, prepaid or not borrowed or refinanced for such period or Interest
Period, as the case may be. A certificate of any Lender setting forth any amount
or amounts that such Lender is entitled to receive pursuant to this Section and
setting forth in reasonable detail the manner in which such amount or amounts
shall have been determined shall be delivered to the applicable Borrower and
shall be conclusive absent manifest error. Such Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof. The obligations of the

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                                                                              47


Borrowers under this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

            SECTION 8.11. Taxes . (a) Any and all payments to the Lenders or the
Administrative Agents hereunder by a Borrower or on behalf of any Borrower shall
be made free and clear of and without deduction for any and all current or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding (i) Taxes imposed on any
Administrative Agent or any Lender (or participant) as a result of a present or
former connection between such Administrative Agent or such Lender (or
participant) and the jurisdiction of the Governmental Authority imposing such
Tax or any political subdivision or taxing authority thereof or therein (other
than as a result of entering into this Agreement, performing any obligations
hereunder, receiving any payments hereunder or enforcing any rights hereunder)
and (ii) any taxes that are attributable solely to the failure of any Non-U.S.
Lender (as defined in Section 8.11(g) below) to comply with Section 8.11(g) or
8.11(h) (all such nonexcluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities, collectively or individually, "Non-Excluded
Taxes"). If the relevant Borrower shall be required to deduct any Non-Excluded
Taxes from or in respect of any sum payable hereunder to any Lender or any
Administrative Agent, (i) the sum payable shall be increased by the amount (an
"Additional Amount") necessary so that after making all required deductions
(including deductions applicable to Additional Amounts payable under this
Section 8.11) such Lender or such Administrative Agent (as the case may be)
shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the relevant Borrower shall make such deductions and
(iii) the relevant Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

            (b) In addition, the relevant Borrower (or the Guarantors, as
applicable) shall pay to the relevant Governmental Authority in accordance with
applicable law any current or future stamp, intangibles or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or any other Loan Document that are
imposed by a Governmental Authority in a jurisdiction in which the relevant
Borrower (or Guarantor, as applicable) is incorporated, organized, managed and
controlled or considered to have its seat or otherwise has a connection (other
than as a result of entering into this Agreement, performing any obligations
hereunder, receiving any payments hereunder or enforcing any rights hereunder
("Other Taxes").

            (c) The relevant Borrower (or the Guarantors, as applicable) shall
indemnify each Lender (or participant) and each Administrative Agent for the
full amount of Non-Excluded Taxes and Other Taxes paid by such Lender (or
participant) or such Administrative Agent, as the case may be, and any liability
(including penalties, interest and expenses (including reasonable attorney's
fees and expenses)) arising therefrom or with respect thereto, whether or not
such Non-Excluded Taxes or Other Taxes were correctly or legally asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment
or liability prepared by a Lender, or an Administrative Agent on its behalf and
setting forth in reasonable detail the manner in which such amount shall have
been determined, absent manifest error, shall be final, conclusive and binding
for all purposes. Such indemnification shall be made within 30 days after the
date the Lender or the Administrative Agent, as the case may be, makes written
demand

<PAGE>
                                                                              48


therefor, which written demand shall be made within 60 days of the date such
Lender or Administrative Agent receives written demand for payment of such Taxes
or Other Taxes from the relevant Governmental Authority.

            (d) If a Lender (or participant) or an Administrative Agent receives
a refund, which in its reasonable judgment is in respect of any Non-Excluded
Taxes or Other Taxes as to which it has been indemnified by the relevant
Borrower or with respect to which the relevant Borrower has paid Additional
Amounts pursuant to this Section 8.11, it shall within 30 days from the date of
such receipt pay over such refund to the relevant Borrower (but only to the
extent of indemnity payments made, or Additional Amounts paid, by the relevant
Borrower under this Section 8.11 with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of such Lender (or
participant) or such Administrative Agent and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund); provided, however, that the relevant Borrower, upon the request of such
Lender (or participant) or such Administrative Agent, agrees to repay the amount
paid over to the relevant Borrower (plus penalties, interest or other charges)
to such Lender (or participant) or such Administrative Agent in the event such
Lender (or participant) or such Administrative Agent is required to repay such
refund to such Governmental Authority.

            (e) As soon as practicable after the date of any payment of
Non-Excluded Taxes or Other Taxes by the relevant Borrower to the relevant
Governmental Authority, the relevant Borrower will deliver to the applicable
Administrative Agent at its address referred to in Section 15.1, the original or
a certified copy of a receipt issued by such Governmental Authority evidencing
payment thereof.

            (f) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 8.11
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

            (g) Each Lender (or participant) that is not a United States Person
as defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall
deliver to the Company, the applicable Administrative Agent and, if
Bristol-Myers Squibb is legally obligated to make any payment under this
Agreement at the time the Lender (or participant) becomes a party (or
participant) to this Agreement, Bristol-Myers Squibb, two copies of either
United States Internal Revenue Service Form W-8BEN or W8ECI (or successor
forms), or, in the case of a Non-U.S. Lender claiming exemption from U.S.
Federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", a Form W-8BEN, or any subsequent or
substitute versions thereof or successors thereto (and, if such Non-U.S. Lender
delivers a Form W-8BEN, a certificate representing that such Non-U.S. Lender is
not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent
shareholder (within the meaning of Section 881(c)(3)(B) of the Code) of the
Company and is not a controlled foreign corporation related to the Company
(within the meaning of Section 881(c)(3)(C) of the Code)), properly completed
and duly executed by such Non-U.S. Lender claiming complete exemption from, or
reduced rate of, U.S. Federal withholding tax on payments by the Company or
Bristol-Myers Squibb, as applicable, under this Agreement. Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of a participant, on or before the date such
participant becomes a participant hereunder) and on or

<PAGE>
                                                                              49


before the date, if any, such Non-U.S. Lender changes its applicable lending
office by designating a different lending office (a "New Lending Office"). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Notwithstanding any other provision of this Section 8.11(g), a Non-U.S.
Lender shall not be required to deliver any form pursuant to this Section
8.11(g) that such Non-U.S. Lender is not legally able to deliver.

            (h) A Lender (or participant) that is entitled to an exemption from
or reduction of non-U.S. withholding tax under the law of the jurisdiction in
which a Borrower (other than the Company) is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to such Borrower (with a copy to the applicable Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate, provided that such Lender (or participant) is
legally entitled to complete, execute and deliver such documentation and in such
Lender's reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender (or participant).

            (i) The relevant Borrower shall not be required to indemnify any
Lender, or to pay any Additional Amounts to any Lender, in respect of any
withholding tax pursuant to paragraph (a) or (c) above to the extent that (i)
the obligation to withhold amounts with respect to such withholding tax was in
effect and would apply to amounts payable to such Lender on the date such Lender
became a party to this Agreement (or, in the case of a participant, on the date
such participant became a participant hereunder) or, with respect to payments to
a New Lending Office, the date such Non-U.S. Lender designated such New Lending
Office with respect to a Loan or, with respect to payments by a Borrower
pursuant to a Competitive Loan, as of the date the Company accepts a Competitive
Bid pursuant to Section 5.1(d); provided, however, that this clause (i) shall
not apply to any Lender (or participant) if the assignment, participation,
transfer or designation of a New Lending Office was made at the request of the
relevant Borrower; and provided further, however, that this clause (i) shall not
apply to the extent the indemnity payment or Additional Amounts any Lender (or
participant) would be entitled to receive (without regard to this clause (i)) do
not exceed the indemnity payment or Additional Amounts that the Lender (or
participant) making the assignment, participation, transfer or designation of
such New Lending Office would have been entitled to receive in the absence of
such assignment, participation, transfer or designation or (ii) the obligation
to pay such Additional Amounts would not have arisen but for a failure by such
Lender (or participant) to comply with the provisions of paragraph (g) or (h) of
this Section 8.11.

            (j) Any Lender (or participant) claiming any indemnity payment or
Additional Amounts payable pursuant to this Section 8.11 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by the relevant Borrower
or to change the jurisdiction of its applicable lending office if the making of
such a filing or change would avoid the need for or reduce the amount of any
such indemnity payment or Additional Amounts that may thereafter accrue and
would not, in the sole determination of such Lender (or participant), be
otherwise disadvantageous to such Lender (or participant).

<PAGE>
                                                                              50


            (k) Nothing contained in this Section 8.11 shall require any Lender
(or participant) or any Administrative Agent to make available any of its tax
returns (or any other information that it deems to be confidential or
proprietary).

            SECTION 8.12. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees, or of amounts payable under
Section 8.9, 8.10 or 8.11, or otherwise) prior to 3:00 p.m., local time at the
place of payment, on the date when due, in immediately available funds, without
set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the applicable Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the applicable
Administrative Agent at its offices referred to in Section 15.1, or such other
location as such Administrative Agent shall designate from time to time, except
that payments pursuant to Sections 8.9, 8.10 or 8.11 and 15.5 shall be made
directly to the Persons entitled thereto. The General Administrative Agent, the
Japanese Administrative Agent or the Euro Administrative Agent, as the case may
be, shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in the Currency
in which the applicable payment obligation is due.

            (b) If at any time insufficient funds are received by and available
to the General Administrative Agent, the Japanese Administrative Agent or the
Euro Administrative Agent, as the case may be, to pay fully all amounts of
principal, interest and fees then due hereunder, such funds shall be applied (i)
first, towards payment of interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal
(including reimbursement of LC Disbursements) then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

            (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or in respect of its interest in any
Letters of Credit resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and accrued interest
thereon or its interest in Letters of Credit than the proportion received by any
other Lender participating in such Revolving Loan or Letters of Credit, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and Letters of Credit of such other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by such Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Revolving Loans and
Letters of Credit; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by any Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the

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                                                                              51


assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Company or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Borrower rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation.

            (d) Unless the General Administrative Agent, the Japanese
Administrative Agent or the Euro Administrative Agent, as the case may be, shall
have received notice from a Borrower prior to the date on which any payment is
due to the applicable Administrative Agent for the account of the Lenders
hereunder that such Borrower will not make such payment, the applicable
Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if such Borrower has
not in fact made such payment, then each of the applicable Lenders severally
agrees to repay to the applicable Administrative Agent forthwith on demand the
amount so distributed to such Lenders with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the applicable Administrative Agent, (i) if the relevant
amount is denominated in Dollars, at the greater of the Federal Funds Effective
Rate and a rate determined by the applicable Administrative Agent in accordance
with banking industry rules on interbank compensation and (ii) if the relevant
amount is denominated in any other Currency, at the interest rate reasonably
determined by the applicable Administrative Agent to reflect the cost of funds
for the amount paid by such Administrative Agent on behalf of such Borrower.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 8.1(b) or 8.12(d), then the applicable Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by such Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

            SECTION 8.13. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 8.9, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 8.11, then such
Lender shall use reasonable efforts to file any certificate or document
requested by the applicable Borrower (consistent with legal and regulatory
restrictions), to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such
filing, designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 8.9 or 8.11, as the case may be, in the future and (ii)
would not otherwise be disadvantageous to such Lender.

            (b) If any Lender requests compensation under Section 8.9, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 8.11,
or if any Lender defaults in its obligation to fund Loans hereunder, then such
Borrower may, upon notice to such Lender and the applicable Administrative
Agent, require such Lender to assign and delegate, without recourse

<PAGE>
                                                                              52


(in accordance with and subject to the restrictions contained in Section 15.4),
all its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it and any and all rights and interests
related thereto) to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) such Borrower shall have received the prior written consent of the
Administrative Agents which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans (other than Competitive Loans), accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
such Borrower (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 8.9 or
payments required to be made pursuant to Section 8.10, such assignment will
result in a reduction in such compensation or payments.

                                   ARTICLE IX

                         Representations and Warranties

            The Company (and in the case of Section 9.14, the Japanese Borrower)
represents and warrants to each of the Lenders and each of the Administrative
Agents that (provided that the representations and warranties in Section 9.15
are made solely by Bristol-Myers Squibb):

            SECTION 9.1. Organization; Powers. Each Credit Party (a) is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted and (c) is qualified to do business in
every jurisdiction where such qualification is required, except where the
failure so to qualify would not result in a Material Adverse Effect. Each Credit
Party has the corporate power and authority to execute and deliver this
Agreement (or, in the case of the Borrowing Subsidiaries, the Borrowing
Subsidiary Agreements), to perform its obligations under this Agreement and to
borrow hereunder.

            SECTION 9.2. Authorization. The Transactions (a) are within each
Credit Party's corporate powers and have been duly authorized by all requisite
corporate action and (b) do not (i) violate (A) any provision of any law,
statute, rule or regulation (including, without limitation, the Margin
Regulations), (B) any provision of the certificate of incorporation or other
constitutive documents or by-laws of the Company or any Subsidiary, (C) any
order of any Governmental Authority or (D) any provision of any indenture,
agreement or other instrument to which the Company or any Subsidiary is a party
or by which it or any of its property is or may be bound, (ii) conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or
both) a default under any such indenture, agreement or other instrument or (iii)
result in the creation or imposition of any lien upon any property or assets of
the Company or any Subsidiary other than, in the case of clauses (i)(A), (i)(C),
(i)(D), (ii) and (iii), any such violations, conflicts, breaches, defaults or
liens that, individually or in the aggregate, would not have a Material Adverse
Effect.

<PAGE>
                                                                              53


            SECTION 9.3. Enforceability. Each Loan Document constitutes or, when
executed and delivered, will constitute a legal, valid and binding obligation of
each Credit Party party thereto, enforceable in accordance with its terms
(subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity)).

            SECTION 9.4. Governmental Approvals. No action, consent or approval
of, registration or filing with or other action by any Governmental Authority is
required in connection with the Transactions.

            SECTION 9.5. Financial Statements; No Material Adverse Effect. (a)
The Company has heretofore furnished to the Administrative Agents and the
Lenders copies of (i) its audited consolidated financial statements for the
years ended December 31, 1999 and December 31, 2000, respectively, which were
included in the Form 10 Filing and (ii) its unaudited consolidated financial
statements for the quarter ended March 31, 2001, which was included in the Form
10 Filing. Such financial statements present fairly, in all material respects,
the financial condition and the results of operations of the Company and the
Subsidiaries, taken as a whole, as of, and for accounting periods ending on,
such dates in accordance with GAAP (subject, in the case of unaudited
statements, to normal year-end audit adjustments and the absence of footnotes).

            (b) There has been no material adverse effect on the business,
operations, properties or financial condition of the Company and its
Subsidiaries, taken as a whole, from those reflected in the Form 10 Filing.

            SECTION 9.6. Litigation; Compliance with Laws. (a) There are no
actions, proceedings or investigations filed or (to the knowledge of the
Company) threatened against Bristol-Myers Squibb or the Company or any
Subsidiary in any court or before any Governmental Authority or arbitration
board or tribunal which question the validity or legality of this Agreement, the
Transactions or any action taken or to be taken pursuant to this Agreement and
no order or judgment has been issued or entered restraining or enjoining the
Company from the execution, delivery or performance of this Agreement nor is
there any other action, proceeding or investigation filed or (to the knowledge
of the Company) threatened against Bristol-Myers Squibb or the Company or any
Subsidiary in any court or before any Governmental Authority or arbitration
board or tribunal as to which there is a reasonable likelihood of an adverse
determination and that, if adversely determined, would be reasonably likely to
result in a Material Adverse Effect.

            (b) Neither the Company nor any Subsidiary is in violation of any
law, rule or regulation, or in default with respect to any judgment, writ,
injunction or decree of any Governmental Authority, where such violation or
default would be reasonably likely to result in a Material Adverse Effect.

            SECTION 9.7. Federal Reserve Regulations. No part of the proceeds of
any Loan will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose which entails a violation of, or
which is inconsistent with, the provisions of the Margin Regulations.

<PAGE>
                                                                              54


            SECTION 9.8. Taxes. The Company and the Subsidiaries have filed or
caused to be filed all Federal and material state, local and foreign Tax returns
which are required to be filed by them, and have paid or caused to be paid all
material Taxes required to have been paid by them, other than any Taxes or
assessments the validity of which is being contested in good faith by
appropriate proceedings, and with respect to which appropriate accounting
reserves have, to the extent required by GAAP, been set aside.

            SECTION 9.9. Employee Benefit Plans. The present aggregate value of
accumulated benefit obligations of each Plan and each foreign employee pension
benefit plan required to be funded (based on those assumptions used for
disclosure of such obligations in corporate financial statements in accordance
with GAAP) did not, as of the most recent statements available, exceed the
aggregate value of the assets for each plan by an amount in the aggregate for
all such plans that would reasonably be expected to have a Material Adverse
Effect. Except as would not individually or in the aggregate be reasonably
expected to have a Material Adverse Effect, (a) no ERISA Termination Event has
occurred or (b) each Plan has been established and administered in accordance
with its terms and in compliance with the applicable provisions of ERISA, the
Code and other applicable laws, rules and regulations.

            SECTION 9.10. Environmental and Safety Matters. Other than
exceptions to any of the following that would not in the aggregate have a
Material Adverse Effect: (a) the Company and the Subsidiaries comply and have
complied with all applicable Environmental and Safety Laws; (b) there are and
have been no Hazardous Substances at any property owned, leased or operated by
the Company now or in the past, or at any other location, that could reasonably
be expected to result in liability of the Company or any Subsidiary under any
Environmental and Safety Law or result in costs to any of them arising out of
any Environmental and Safety Law; (c) there are no past, present, or, to the
knowledge of the Company and the Subsidiaries, anticipated future events,
conditions, circumstances, practices, plans, or legal requirements that could
reasonably be expected to prevent the Company or any of the Subsidiaries from,
or increase the costs to the Company or any of the Subsidiaries of, complying
with applicable Environmental and Safety Laws or obtaining or renewing all
material permits, approvals, authorizations, licenses or permissions required of
any of them pursuant to any such law; and (iv) neither the Company nor any of
the Subsidiaries has retained or assumed, by contract or operation of law, any
liability, fixed or contingent, under any Environmental and Safety Law.

            SECTION 9.11. Properties. (a) Each of the Company and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property that are material to the business of the Company and its
Subsidiaries taken as a whole, except for defects in title that could not
reasonably be expected to result in a Material Adverse Effect.

            (b) Each of the Company and its Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property that are material to the business of the Company and its Subsidiaries
taken as a whole, and the use thereof by the Company and its Subsidiaries does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

<PAGE>
                                                                              55


            SECTION 9.12. Investment and Holding Company Status. Neither the
Company nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

            SECTION 9.13. Spin-Off. The Spin-Off has been consummated.

            SECTION 9.14. Japanese Borrower Financial Statements. The Japanese
Borrower has delivered to the Japanese Lenders such financial statements as are
required to be delivered to the Japanese Lenders under applicable Japanese laws
and regulations.

            SECTION 9.15. Bristol-Myers Squibb. Bristol-Myers Squibb represents
and warrants that (a) it has the corporate power and authority to execute and
deliver this Agreement, to perform its obligations under this Agreement and to
borrow hereunder, (b) it has duly authorized its execution, delivery and
performance of this Agreement and (c) this Agreement constitutes its legal,
valid and binding obligation, enforceable in accordance with its terms (subject,
as to enforceability, to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity)).

                                   ARTICLE X

                                   Conditions

            SECTION 10.1. Bristol-Myers Squibb Effective Date. The obligations
of the U.S. Lenders to make U.S. Revolving Loans to Bristol-Myers Squibb
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 15.7):

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

            (b) The General Administrative Agent shall have received a favorable
written opinion (addressed to the General Administrative Agent and the Lenders
and dated the Bristol-Myers Squibb Effective Date) of Cravath, Swaine & Moore,
special counsel to Bristol-Myers Squibb to the effect set forth in Exhibit C-1.
Bristol-Myers Squibb hereby requests such counsel to deliver such opinion.

            (c) The General Administrative Agent shall have received such other
documents and certificates as the General Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing
of Bristol-Myers Squibb and the authorization of the Borrowing by Bristol-Myers
Squibb, all in form and substance reasonably satisfactory to the General
Administrative Agent and its counsel.

<PAGE>
                                                                              56


            (d) The Administrative Agents shall have received all fees and other
amounts due and payable on or prior to the Bristol-Myers Squibb Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Company hereunder.

            The General Administrative Agent shall notify the Company and the
Lenders of the Bristol-Myers Squibb Effective Date, and such notice shall be
conclusive and binding.

            SECTION 10.2. Pre Spin-Off Effective Date. The obligations of the
U.S. Lenders to make Loans to the U.S. Borrowers and the obligations of the
Japanese Lenders to make Loans to the Japanese Borrower hereunder (in each case
at any time prior to the Zimmer Effective Date) shall not become effective until
the date on which each of the following conditions is satisfied (or waived in
accordance with Section 15.7):

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

            (b) The General Administrative Agent shall have received a favorable
written opinion (addressed to the General Administrative Agent and the Lenders
and dated the Pre Spin-Off Effective Date) of Cravath, Swaine & Moore, special
counsel to the Credit Parties to the effect set forth in Exhibit C-2. The
Company hereby requests such counsel to deliver such opinion.

            (c) The General Administrative Agent shall have received such
documents and certificates as the General Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing
of each U.S. Borrower and of the Japanese Borrower, and the authorization of the
Borrowing by the U.S. Borrowers and the Japanese Borrower, all in form and
substance reasonably satisfactory to the General Administrative Agent and its
counsel.

            (d) The Administrative Agents shall have received all fees and other
amounts due and payable on or prior to the Pre Spin-Off Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Company hereunder.

            (e) The Company shall have an Investment Grade Standing (with a
stable outlook from Moody's and no negative outlook from S&P).

The General Administrative Agent shall notify the Company and the Lenders of the
Pre Spin-Off Effective Date, and such notice shall be conclusive and binding.

            SECTION 10.3. Zimmer Effective Date. The obligations of the Lenders
to make Loans to the Euro Borrower (and in the event that the Pre Spin-Off
Effective Date has not occurred, the U.S. Borrowers and the Japanese Borrower)
hereunder shall not become effective

<PAGE>
                                                                              57


until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 15.7):

            (a) The General Administrative Agent shall have received evidence
reasonably satisfactory to it that the Spin-Off shall have been consummated.

            (b) In the event that the Pre Spin-Off Effective Date has not
occurred, the General Administrative Agent shall have received a favorable
written opinion (addressed to the General Administrative Agent and the Lenders
and dated the Zimmer Effective Date) of Cravath, Swaine & Moore, special counsel
to the Credit Parties) to the effect set forth in Exhibit C-2. The Company
hereby requests such counsel to deliver such opinions.

            (c) The General Administrative Agent shall have received such
documents and certificates as the General Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing
of each Credit Party and the authorization of the Transactions, all in form and
substance reasonably satisfactory to the General Administrative Agent and its
counsel.

            (d) The General Administrative Agent shall have received a
certificate, dated the Zimmer Effective Date and signed by the President, a Vice
President or a Financial Officer of the Company, confirming compliance with the
conditions set forth in paragraphs (a) and (b) of Section 10.4.

            (e) The Administrative Agents shall have received all fees and other
amounts due and payable on or prior to the Zimmer Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Company hereunder.

            (f) The General Administrative Agent shall have received (with
sufficient copies for each Lender) a form of the Contribution and Distribution
Agreement to be executed and delivered in connection with the Spin-Off.

            (g) The Company shall have an Investment Grade Standing (with a
stable outlook from Moody's and no negative outlook from S&P).

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

The General Administrative Agent shall notify the Company and the Lenders of the
Zimmer Effective Date, and such notice shall be conclusive and binding.

            SECTION 10.4. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing (other than a Borrowing made solely
to refinance outstanding Borrowings that does not increase the aggregate
principal amount of the Loans of

<PAGE>
                                                                              58


any Lender outstanding) or to issue or participate in a Letter of Credit is
subject to the satisfaction of the following conditions:

            (a) The representations and warranties set forth in this Agreement
(other than those set forth in Sections 9.5(b), 9.6(a), 9.9 and 9.10 at any time
the Commitments are used to support payment of commercial paper issued by the
Company or a Subsidiary) shall be true and correct in all material respects
(provided that such representations and warranties qualified as to materiality
shall be true and correct) on and as of the date of such Borrowing or issuance,
as the case may be, with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date. Notwithstanding the foregoing, it is agreed that (i) any
representations and warranties with respect to Bristol-Myers Squibb set forth in
Sections 9.6 and 9.15 shall cease to apply after the Zimmer Effective Date shall
have occurred and (ii) the representations and warranties set forth in Section
9.13 shall not apply until the Zimmer Effective Date.

            (b) At the time of and immediately after giving effect to such
Borrowing or such issuance, no Default shall have occurred and be continuing.

Each Borrowing and the issuance of each Letter of Credit shall be deemed to
constitute a representation and warranty by the Company on the date thereof as
to the matters specified in paragraphs (a) and (b) of this Section.

            SECTION 10.5. Initial Borrowing by Each Borrowing Subsidiary. The
obligation of each Lender to make a Loan on the occasion of the first Borrowing
by each Borrowing Subsidiary is subject to the satisfaction of the condition
that the General Administrative Agent (or their counsel) shall have received a
Borrowing Subsidiary Agreement properly executed by such Borrowing Subsidiary
and the Company.

                                   ARTICLE XI

                              Affirmative Covenants

            The Company covenants and agrees with each Lender and each
Administrative Agent that so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any fees or any other amounts payable
hereunder shall be unpaid or any Letter of Credit remains outstanding, unless
the Required Lenders shall otherwise consent in writing, it will, and will cause
each of the Subsidiaries to, on and after the Zimmer Effective Date:

            SECTION 11.1. Existence. Do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate, partnership and/or
limited liability company existence and its rights and franchises that are
material to the business of the Company and its Subsidiaries as a whole, except
as expressly permitted under Section 12.1 or 12.6 and except, in the case of any
Subsidiary, where the failure to do so would not result in a Material Adverse
Effect.

            SECTION 11.2. Business and Properties. Comply in all respects with
all applicable laws, rules, regulations and orders of any Governmental Authority
(including

<PAGE>
                                                                              59


Environmental and Safety Laws and ERISA), whether now in effect or hereafter
enacted except instances that could not, in the aggregate, reasonably be
expected to result in a Material Adverse Effect; and at all times maintain and
preserve all property material to the conduct of the business of the Company and
its Subsidiaries as a whole and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times, except where the failure to do so would not
result in a Material Adverse Effect.

            SECTION 11.3. Financial Statements, Reports, Etc. Furnish to the
Administrative Agents for distribution to each Lender (except in the case of the
materials required by paragraphs (d) below, which shall only be furnished to the
General Administrative Agent, the Japanese Administrative Agent and the Japanese
Lenders):

            (a) within 105 days after the end of each fiscal year, its annual
report on Form 10-K as filed with the SEC, including its consolidated balance
sheet and the related consolidated earnings statement showing its consolidated
financial condition as of the close of such fiscal year and the consolidated
results of its operations during such year, all audited by Price Waterhouse
Coopers LLP or other independent certified public accountants of recognized
national standing selected by the Company and accompanied by an opinion of such
accountants to the effect that such consolidated financial statements fairly
present the Company's financial condition and results of operations on a
consolidated basis in accordance with GAAP;

            (b) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year, its quarterly report on Form 10-Q as filed with
the SEC, including its unaudited consolidated balance sheet and related
consolidated earnings statement, showing its consolidated financial condition as
of the close of such fiscal quarter and the consolidated results of its
operations during such fiscal quarter and the then elapsed portion of the fiscal
year (and each delivery of such statements shall be deemed a representation that
such statements fairly present the Company's financial condition and results of
operations on a consolidated basis in accordance with GAAP, subject to normal
year-end audit adjustments and the absence of footnotes);

            (c) concurrently with any delivery of financial statements under
paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying
that no Event of Default or Default has occurred or, if such an Event of Default
or Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto and (ii)
demonstrating in reasonable detail calculation of the covenants set forth in
Section 12.4 as of the last day of the period covered by such financial
statements;

            (d) concurrently with the delivery of the financial statements
required by Section 9.14 hereof, copies of all such financial statements;

            (e) promptly after the same become publicly available, copies of all
reports on Form 8-K filed by it with the SEC, or any Governmental Authority
succeeding to any of or all the functions of the SEC, or copies of all reports
distributed to its shareholders, as the case may be; and

<PAGE>
                                                                              60


            (f) promptly, from time to time, such other information as any
Lender shall reasonably request through the General Administrative Agent (it
being understood that the Company shall not be required to provide any
information or documents which are subject to confidentiality provisions the
nature of which prohibit such disclosure).

Information required to be delivered pursuant to this Section shall be deemed to
have been delivered on the date on which the Company provides notice (reasonably
identifying where the applicable disclosure may be obtained) to the General
Administrative Agent that such information has been posted on the Company's
website on the internet at www.zimmer.com, at www.sec.gov or at another website
identified in such notice and accessible by the Lenders without charge.

            SECTION 11.4. Insurance. Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers (which may
include captive insurers), and maintain such other insurance or self insurance
(including product liability insurance), to such extent and against such risks,
including fire and other risks insured against by extended coverage, as is
customary with companies similarly situated and in the same or similar
businesses.

            SECTION 11.5. Obligations and Taxes. Pay and discharge promptly when
due all material taxes, assessments and governmental charges imposed upon it or
upon its income or profits or in respect of its property, in each case before
the same shall become delinquent or in default and before penalties accrue
thereon, unless and to the extent that the same are being contested in good
faith by appropriate proceedings and adequate reserves with respect thereto
shall, to the extent required by GAAP, have been set aside.

            SECTION 11.6. Litigation and Other Notices. Give the General
Administrative Agent written notice of the following within ten Business Days
after any executive officer of the Company obtains knowledge thereof:

            (a) the filing or commencement of any action, suit or proceeding
which the Company reasonably expects to result in a Material Adverse Effect;

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

            (c) any change in any of the Ratings.

provided, that in each case the Company shall not be required to provide
separate notice of any event disclosed in any report promptly filed with the SEC
if the Company has provided notice to the General Administrative Agent in
accordance with the last paragraph of Section 11.3 as long as the Company has
provided notice reasonably identifying where the applicable disclosure may be
obtained to the General Administrative Agent that such information has been
posted.

            SECTION 11.7. Books and Records. (a) Keep proper books of record and
account in which full, true and correct entries are made of all material
dealings and transactions in relation to its business and activities and (b)
permit any representatives designated by the General Administrative Agent or any
Lender, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs,

<PAGE>
                                                                              61


finances and condition with its officers and (in the presence of officers of a
Credit Party, whether by phone or in person) its independent accountants (in
each case subject to the Company's obligations under applicable confidentiality
provisions), all at such reasonable times and as often as reasonably requested,
all at the expense of the applicable Lenders; provided that during the
continuation of any Default (x) any expense of the Lenders in connection with
the foregoing shall be for the account of the Company and (y) Lenders shall be
permitted to discuss the affairs, finances and condition of the Company and its
Subsidiaries without officers of the Credit Parties being present.

            SECTION 11.8. Subsidiary Guarantor. Cause each Domestic Wholly Owned
Subsidiary (other than a special purpose subsidiary organized to facilitate a
Permitted Receivables Securitization) to execute and deliver a counterpart to
this Agreement thereby assuming the obligations of a Subsidiary Guarantor under
Section 15.16 on the Zimmer Effective Date, or, if later, on the date such
Person becomes a Domestic Wholly Owned Subsidiary.

            SECTION 11.9. Use of Proceeds. All proceeds of the Loans shall be
used for the purposes referred to in the recitals to this Agreement.

                                  ARTICLE XII

                               Negative Covenants

            The Company covenants and agrees with each Lender and each
Administrative Agent that so long as this Agreement shall remain in effect or
the principal of or interest on any Loan, any fees or any other amounts payable
hereunder shall be unpaid or any Letter of Credit remains outstanding, unless
the Required Lenders shall otherwise consent in writing, it will not, and will
not permit any of the Subsidiaries to, on and after the Zimmer Effective Date:

            SECTION 12.1. Consolidations, Mergers, and Sales of Assets. (a)
Consolidate or merge with or into any other Person or liquidate, wind up or
dissolve (or suffer any liquidation or dissolution) or (b) sell, or otherwise
transfer (in one transaction or a series of transactions), or permit any
Subsidiary to sell, or otherwise transfer (in one transaction or a series of
transactions), all or substantially all of the assets of the Company and the
Subsidiaries, taken as a whole, to any other Person; provided that (i) the
Company may merge or consolidate with another Person if the Company is the
corporation surviving such merger or consolidation, (ii) a Subsidiary may merge
or consolidate with another Person if (A) the Company is the surviving
corporation if the Company is a party to such merger or consolidation or (B) the
survivor of such merger or consolidation (in the event that it is not the
Subsidiary) shall assume all of the payment and performance obligations of such
Subsidiary on terms reasonably satisfactory to the General Administrative Agent
and (iii) immediately after giving effect to any such merger or consolidation,
no Default or Event of Default shall have occurred and be continuing; provided,
however, that the foregoing restrictions of this Section 12.1 shall not apply to
transactions permitted under Section 12.6 or 12.8.

            SECTION 12.2. Liens. Create, assume or suffer to exist any Lien upon
any property, except that the foregoing shall not prevent the Company or any
Subsidiary from creating, assuming or suffering to exist any of the following
Liens:

<PAGE>
                                                                              62


            (a) Liens existing on the date hereof and set forth on Schedule 12.2
hereof;

            (b) any Lien existing on property owned or leased by any Person at
the time it becomes a Subsidiary, provided that such Lien was not created in
anticipation of such person becoming a Subsidiary;

            (c) any Lien existing on property at the time of the acquisition
thereof by the Company or any Subsidiary, provided that such Lien was not
created in anticipation of such acquisition;

            (d) Liens on property acquired, constructed or improved by the
Company or any Subsidiary; provided that the Debt secured thereby does not
exceed 80% of the cost of acquiring, constructing or improving such property and
such Liens do not apply to any other property of the Company or any Subsidiary;

            (e) Liens on receivables and the proceeds thereof securing any
Permitted Receivables Securitization;

            (f) any Liens securing Debt of the Company owing to a Subsidiary or
a Subsidiary owing to the Company or to another Subsidiary;

            (g) Liens for taxes, assessments or governmental charges or levies
not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Company or its Subsidiaries, as the case may be, in
conformity with GAAP;

            (h) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business that
are not more than 60 days delinquent in accordance with their terms or that are
being contested in good faith by appropriate proceedings;

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

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

            (k) easements, rights-of-way, restrictions, licenses, reservations,
utility easements and other similar encumbrances imposed by law or incurred in
the ordinary course of business that, do not materially detract from the value
of the property subject thereto or materially interfere with the ordinary
conduct of the business of the Company and its Subsidiaries, considered as a
whole;

            (l) any interest or title of a lessor under any lease entered into
by the Company or any Subsidiary in the ordinary course of its business and
covering only the assets so leased;

<PAGE>
                                                                              63


            (m) attachment or judgment Liens in respect of judgments or decrees
that have been vacated, discharged or stayed within 30 days from the entry
thereof; and attachment or judgment Liens in respect of judgments or decrees
that have been bonded pending appeal within 30 days from the entry thereof and
which do not exceed $50,000,000 in the aggregate;

            (n) Liens arising from precautionary U.C.C. financing statement
filings with respect to operating leases or consignment arrangements entered
into by the Company or any Subsidiary in the ordinary course of business;

            (o) customary Liens in favor of a banking institution arising by
operation of law encumbering deposits (including the right of set-off) held by
such banking institutions incurred in the ordinary course of business and that
are within the general parameters customary in the banking industry;

            (p) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in clauses
(a) through (o) above, so long as the principal amount of the Debt or other
obligations secured thereby does not exceed the principal amount of Debt or
obligations so secured at the time of such extension, renewal or replacement
(except that, where an additional principal amount of Debt is incurred to
provide funds for the completion of a specific project, the additional principal
amount, and any related financing costs, may be secured by the Lien as well) and
such Lien is limited to the same property subject to the Lien so extended,
renewed or replaced (and improvements on such property); and

            (q) any Lien not permitted by clauses (a) through (p) above securing
Debt which, together with the aggregate outstanding principal amount of all
other Debt of the Company and its Subsidiaries which would otherwise be subject
to the foregoing restrictions and the aggregate Value of existing Sale and
Leaseback Transactions which would be subject to the restrictions of Section
5.10 but for this clause (q), does not at any time exceed 5% of Consolidated Net
Tangible Assets.

            SECTION 12.3. Limitation on Sale and Leaseback Transactions. Enter
into any Sale and Leaseback Transaction, or permit any Subsidiary to do so,
unless the Company or such Subsidiary would be entitled to incur Debt, in a
principal amount equal to the Value of such Sale and Leaseback Transaction,
which is secured by Liens on the property to be leased without violating Section
12.2.

            SECTION 12.4. Financial Condition Covenants

            (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Company (or, if less, the number of full fiscal quarters subsequent to the
Zimmer Effective Date) to exceed 3.0 to 1.0.

            (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Company (or, if less, the number of full fiscal quarters
subsequent to the Closing Date) to be less than 3.5 to 1.0.

<PAGE>
                                                                              64


            SECTION 12.5. Indebtedness. Permit Subsidiaries of the Company to
create, issue, incur, assume, become liable in respect of or suffer to exist any
Debt (other than Permitted Debt) in an aggregate principal amount exceeding
$75,000,000 outstanding at any time.

            SECTION 12.6. Transactions with Affiliates. Enter into any material
transaction, including any purchase, sale, lease or exchange of property, the
rendering of any service or the payment of any management, advisory or similar
fees, with any Affiliate, except any such transaction which is (a) otherwise
permitted under this Agreement, in the ordinary course of business of the
relevant Affiliate and upon fair and reasonable terms no less favorable to the
relevant Affiliate than it would obtain in a comparable arm's length transaction
with a Person that is not an Affiliate, (b) entered into prior to the date
hereof or contemplated by any agreement identified on Schedule 12.6 hereof, (c)
between or among the Company or any Subsidiary exclusively, (d) any Restricted
Payment permitted under Section 12.7, (e) any transactions in connection with
any Permitted Receivables Securitization or (f) any arrangements with officers,
directors, representatives or other employees of the Company or any Subsidiary
relating specifically to employment as such.

            SECTION 12.7. Restricted Payments. At any time that the Company does
not have an Investment Grade Standing, declare or pay any dividend (other than
(i) dividends payable solely in common stock of the Person making such dividend
or options, warrants or rights to purchase shares of such common stock or (ii)
dividends or other distributions made pursuant to the Rights Agreement) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any capital stock of any Subsidiary, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of any Subsidiary
(collectively, "Restricted Payments"), except that any Subsidiary may make
Restricted Payments to the Company and its other equity holders, pro rata in
accordance with their respective equity interests in such Subsidiary.

            SECTION 12.8. Investments. At any time that the Company does not
have an Investment Grade Standing, make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
capital stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, or make any other investment in, any
Person (all of the foregoing, "Investments"), except:

            (a) investments in Cash Equivalents;

            (b) extensions of trade credit in the ordinary course of business;

            (c) Loans and advances to employees of the Company or any Subsidiary
in the ordinary course of business (including for travel, entertainment and
relocation expenses) in an aggregate amount for such employees not to exceed
$3,000,000 at any one time outstanding;

            (d) Loans to employees of the Company or any Subsidiary solely for
the purpose of exercising options to purchase the common stock of the Company or
any Subsidiary;

<PAGE>
                                                                              65


            (e) intercompany Investments by the Company or any Subsidiary in the
Company or any Person that, prior to such investment, is a Guarantor, including
Guarantees by the Company of any Debt of any Subsidiary;

            (f) extensions, renewals or replacements of Investments existing on
the Zimmer Effective Date and set forth on Schedule 12.8 (provided the aggregate
amount of the Investment is not increased); and

            (g) in addition to Investments otherwise expressly permitted by this
Section 12.8, Investments by the Company or any of its Subsidiaries in an
aggregate amount (valued at cost) at any time invested not to exceed
$110,000,000; and

            (h) Investments made or committed to be made when the Company has
Investment Grade Status.

                                  ARTICLE XIII

                                Events of Default

            In case of the happening of any of the following events (each an
"Event of Default"):

            (a) any representation or warranty made or deemed made in or in
connection with the execution and delivery of this Agreement or the Borrowings
hereunder or under any Borrowing Subsidiary Agreement shall prove to have been
false or misleading in any material respect when so made, deemed made or
furnished;

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

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

            (d) default shall be made in the due observance or performance of
any covenant, condition or agreement contained in Section 11.6 or Article XII;

            (e) default shall be made in the due observance or performance of
any covenant, condition or agreement contained herein (other than those
specified in (b), (c) or (d) above) and such default shall continue unremedied
for a period of 30 days after notice thereof from any Administrative Agent or
any Lender to the Company;

            (f) the Company or any Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of one or more items
of Debt in an aggregate principal amount greater than or equal to $50,000,000,
when and as the same shall become due

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                                                                              66


and payable (giving effect to any applicable grace period) or (ii) fail to
observe or perform any other term, covenant, condition or agreement contained in
any agreement or instrument evidencing or governing any such Debt if the effect
of any failure referred to in this clause (ii) is to cause such Debt to become
due prior to its stated maturity;

            (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Company or any Subsidiary, or of a substantial part of the
property or assets of the Company or any Subsidiary, under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
Federal or state bankruptcy, insolvency, receivership or similar law, (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Subsidiary or for a substantial part of
the property or assets of the Company or any Subsidiary or (iii) the winding up
or liquidation of the Company or any Subsidiary; and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;

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

            (i) one or more judgments for the payment of money in an aggregate
amount equal to or greater than $50,000,000 (exclusive of any amount thereof
reasonably expected to be covered by insurance) shall be rendered against the
Company, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor (whose liquidated judgment, along with those of any other judgment
creditors, exceeds $50,000,000) to levy upon assets or properties of the Company
or any Subsidiary to enforce any such judgment;

            (j) (i) a Plan of any Borrower shall fail to maintain the minimum
funding standard required by Section 412 of the Code for any plan year or a
waiver of such standard is sought or granted under Section 412(d) or (ii) an
ERISA Termination Event shall have occurred with respect to any Borrower or an
ERISA Affiliate has incurred, or in the reasonable opinion of the Required
Lenders is reasonably likely to incur, a liability to or on account of a Plan
under Section 4062, 4063, 4064, 4201 or 4204 of ERISA or (iii) any Person shall
engage in any prohibited transaction described in Sections 406 of ERISA or 4975
of the Code for which a statutory or class exemption is not available or a
private exemption has not been previously obtained from the United States
Department of Labor or (iv) any Borrower or any ERISA

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                                                                              67

Affiliate shall fail to pay any required installment or any other payment
required to be paid by such entity under Section 412 of the Code on or before
the due date for such installment or other payment (taking into account any
extensions granted) or (v) any Borrower or any ERISA Affiliate shall fail to
make any contribution or payment to any Multiemployer Plan (as defined in
Section 4001(a)(3) of ERISA) which any Borrower or any ERISA Affiliate is
required to make under any agreement relating to such Multiemployer Plan or any
law pertaining thereto (taking into account any extensions granted), and, in the
event of the occurrence of any of the events described in clauses (i) through
(v) above, there shall result from any such event or events either a liability
or a material risk of incurring a liability which is reasonably expected to have
a Material Adverse Effect;

            (k) a Change in Control shall occur; or the Company shall cease to
own beneficially all of the capital stock (or equivalent equity interests) of
each of the Japanese Borrower and the Euro Borrower; or

            (l) the guarantee in Section 15.16 shall cease to be, or shall be
asserted by the any Credit Party not to be, a valid and binding obligation on
the part of any Guarantor;

then, and in every such event (other than an event with respect to any Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the General Administrative Agent, at the request of
the Required Lenders, shall, by notice to the Company or any other Borrower
(which notice to any other Borrower may be given to the Company), take either or
both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued fees and all other liabilities of the Borrowers accrued
hereunder (including all amounts of LC Exposure, whether or not the beneficiary
of the then outstanding Letters of Credit shall have presented the documents
required therein), shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived anything contained herein to the contrary notwithstanding; and,
in any event with respect to any Borrower described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and any unpaid
accrued fees and all other liabilities of the Borrowers accrued hereunder
(including all amounts of LC Exposure, whether or not the beneficiary of the
then outstanding Letters of Credit shall have presented the documents required
therein) shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived anything contained herein to the contrary notwithstanding. With
respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this
paragraph, the U.S. Borrower shall at such time deposit in a cash collateral
account opened by the General Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts
held in such cash collateral account shall be applied by the General
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the U.S. Borrower hereunder and under the other Loan Documents.
The General Administrative Agent shall have exclusive

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                                                                              68


dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the General
Administrative Agent and at the U.S. Borrower risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. After all such Letters of Credit shall have expired
or been fully drawn upon, all reimbursement obligations shall have been
satisfied and all other obligations of the U.S. Borrower hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the U.S. Borrower (or such other
Person as may be lawfully entitled thereto).

                                  ARTICLE XIV

                            The Administrative Agents

            In order to expedite the transactions contemplated by this
Agreement, Chase is hereby appointed to act as the General Administrative Agent
on behalf of the U.S. Lenders, The Chase Manhattan Bank, Tokyo Branch is hereby
appointed to act as Japanese Administrative Agent on behalf of the Japanese
Lenders, Chase Manhattan International Limited is hereby appointed to act as
Euro Administrative Agent on behalf of the Euro Lenders and Chase is hereby
appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders
hereby irrevocably authorizes each Administrative Agent (which term, for
purposes of this Article XIV shall be deemed to include the Advance Agent) to
take such actions on behalf of such Lender or holder and to exercise such powers
as are specifically delegated to the Administrative Agents or an Administrative
Agent individually, as the case may be, by the terms and provisions hereof,
together with such actions and powers as are reasonably incidental thereto. Each
Administrative Agent is hereby expressly authorized by the Lenders, without
hereby limiting any implied authority, (a) to receive on behalf of the Lenders
all payments of principal of and interest on the Loans, payments in respect of
the Letters of Credit and all other amounts due to the Lenders hereunder, and
promptly to distribute to each Lender its proper share of each payment so
received; (b) to give notice on behalf of each of the Lenders to the Credit
Parties of any Event of Default of which such Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by any Credit Party pursuant to this Agreement as received
by such Administrative Agent.

            Neither the Administrative Agents nor any of their respective
directors, officers, employees or agents shall be liable as such for any action
taken or omitted by any of them except for its or his or her own gross
negligence or willful misconduct, or be responsible for any statement, warranty
or representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by any Borrower of any of the terms, conditions,
covenants or agreements contained in this Agreement. The Administrative Agents
shall not be responsible to the Lenders for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement or other instruments
or agreements. The Administrative Agents may deem and treat the Lender which
makes any Loan or issues or participates in any Letter of Credit as the holder
of the indebtedness resulting therefrom for all purposes hereof until it shall
have received notice

<PAGE>
                                                                              69


from such Lender, given as provided herein, of the transfer thereof. The
Administrative Agents shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. The Administrative Agents shall, in the absence of knowledge to the
contrary, be entitled to rely on any instrument or document believed by it in
good faith to be genuine and correct and to have been signed or sent by the
proper Person or Persons. Neither the Administrative Agents nor any of their
respective directors, officers, employees or agents shall have any
responsibility to any Borrower on account of the failure of or delay in
performance or breach by any Lender of any of its obligations hereunder or to
any Lender on account of the failure of or delay in performance or breach by any
other Lender or any Borrower of any of their respective obligations hereunder or
in connection herewith. The Administrative Agents may execute any and all duties
hereunder by or through their Affiliates, agents or employees and shall be
entitled to rely upon the advice of legal counsel selected by them with due care
with respect to all matters arising hereunder and shall not be liable for any
action taken or suffered in good faith by them in accordance with the advice of
such counsel.

            The Lenders hereby acknowledge that the Administrative Agents shall
be under no duty to take any discretionary action permitted to be taken by them
pursuant to the provisions of this Agreement unless they shall be requested in
writing to do so by the Required Lenders.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, any Administrative Agent may resign at
any time by notifying the Lenders, the other Administrative Agents and the
Company. Upon any such resignation of an Administrative Agent, the Required
Lenders shall have the right to appoint a successor Administrative Agent
acceptable to the Company. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank having a combined capital and surplus
of at least $500,000,000 (or any Affiliate of such bank), (x) with, in the case
of the U.S. Commitments, an office in New York, New York, (y) with, in the case
of the Japanese Commitments, an office in Tokyo, Japan or (z) with the case of
with, in the case of the Euro Commitments, an office in London. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
bank, such successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any Administrative Agent's resignation hereunder,
the provisions of this Article XIV and Section 15.5 shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it while
it was acting as Administrative Agent.

            With respect to the Loans made by, or Letters of Credit issued by or
participated in by, them hereunder, each Administrative Agent in its individual
capacity and not as Administrative Agent shall have the same rights and powers
as any other Lender and may exercise the same as though it were not an
Administrative Agent, and such Administrative Agent and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Company or any Subsidiary or other Affiliate thereof as if it were not
an Administrative Agent.

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                                                                              70


            Each Lender agrees (i) to reimburse the Administrative Agents, on
demand, in the amount of its Applicable Percentage of any expenses incurred for
the benefit of the Lenders by the Administrative Agents, including counsel fees
and compensation of agents and employees paid for services rendered on behalf of
the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to
indemnify and hold harmless the Administrative Agents and any of their
respective directors, officers, employees or agents, on demand, in the amount of
such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against either of them in its capacity as an
Administrative Agent in any way relating to or arising out of this Agreement or
any action taken or omitted by either of them under this Agreement to the extent
the same shall not have been reimbursed by the Borrowers; provided that no
Lender shall be liable to any Administrative Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of such Administrative Agent or any of its directors, officers,
employees or agents.

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

                                   ARTICLE XV

                                  Miscellaneous

            SECTION 15.1. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed or sent by telecopy, as follows:

            (i) if to the Company, to Zimmer Holdings, Inc., 345 Main Street,
Warsaw, IN 46581, Attention of Sam Leno, Senior Vice President and Chief
Financial Officer (Telecopy No.: 219-372-4793;

            (ii) if to Zimmer, to Zimmer, Inc., 345 Main Street, Warsaw, IN
46581, Attention of Sam Leno, Senior Vice President and Chief Financial Officer
(Telecopy No.: 219-372-4793);

            (iii) if to the Japanese Borrower, to Zimmer K.K., 27F, I-Landtower,
5-1, Nishishinjuku 6 - Chome, Shinjuku - KU, Tokyo, 163-1327, Attention of Rob
Pullan, Director, Finance & IM, (Telecopy No.: 81-3-5323-8509; with a copy to
Zimmer Holdings, Inc., 345 Main Street, Warsaw, IN 46581, Attention of Sam Leno,
Senior Vice President and Chief Financial Officer (Telecopy No.: 219-372-4793);

<PAGE>
                                                                              71


            (iv) if to Zimmer U.K., to Zimmer LTD., The Courtyard, Lancaster
Place, Southmarston Park, Swindon, Wiltshire SN3 4UQ, Attention of Christine
Moore, Controller (Telecopy No.: 44-1793-584-653); with a copy to Zimmer
Holdings, Inc., 345 Main Street, Warsaw, IN 46581, Attention of Sam Leno, Senior
Vice President and Chief Financial Officer (Telecopy No.: 219-372-4793);

            (v) if to Bristol-Myers Squibb, to Bristol-Myers Squibb Company, 345
Park Avenue, New York, New York 10154, Attention of the Treasurer (Telecopy No.:
212-605-9632) and the General Counsel (Telecopy No. 212-546-9562);

            (vi) if to the General Administrative Agent, to The Chase Manhattan
Bank, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention
of Anne Bowles (Telecopy No. 212-552-7500); with a copy of all documents to be
delivered pursuant to Section 11.3 to JPMorgan Chase, 270 Park Avenue, 48th
Floor, New York, New York 10017, Attention of Lyette Proctor, (Telecopy No.
212-270-2901);

            (vii) if to the Euro Administrative Agent, to Chase Manhattan
International Limited, Trinity Tower, 9 Thomas More Street, London, England
E19YT, Attention of Stephen Clark (telecopy No.: 44-171-777-3840);

            (viii) if to the Japanese Administrative Agent, to The Chase
Manhattan Bank, Tokyo Branch, 5-2-20, Akasaka, Minato-ku, Tokyo, Japan 107-6117,
Attention of Naoko Morimoto (telecopy No.: 813-5570-7539);

            (ix) if to a Lender, to it at its address (or telecopy number) set
forth in Schedule 2.1 or in the Assignment and Acceptance pursuant to which such
Lender became a party hereto; and

            (x) if to any other Borrowing Subsidiary, to it at the address (or
telecopy number) set forth above for the Company. Each Borrower (other than the
Company) hereby irrevocably appoints the Company as its agent for the purpose of
giving on its behalf any notice and taking any other action provided for in this
Agreement (whether or not this Agreement expressly authorizes the Company to
take any such action on behalf of such Borrower) and hereby agrees that it shall
be bound by any such notice or action given or taken by the Company hereunder
irrespective of whether or not any such notice shall have in fact been
authorized by such Borrower and irrespective of whether or not the agency
provided for herein shall have theretofore been terminated.

            All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by telecopy to such party as provided in this Section or in accordance
with the latest unrevoked direction from such party given in accordance with
this Section.

            SECTION 15.2. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Credit Party herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Lenders and shall survive the making by the Lenders

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                                                                              72


of the Loans regardless of any investigation made by the Lenders or on their
behalf, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or the Commitments have not been
terminated.

            SECTION 15.3. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Company, the Euro Borrower, the Japanese
Borrower, Bristol-Myers Squibb and the Administrative Agents and when the
Administrative Agents shall have received copies hereof (telecopied or
otherwise) which, when taken together, bear the signature of each Lender, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no Borrower shall have
the right to assign any rights hereunder or any interest herein, except in
accordance with Section 12.1, without the prior consent of all the Lenders.

            SECTION 15.4. Successors and Assigns. (a) Whenever in this Agreement
any of the parties is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any party that are contained in this Agreement shall bind and
inure to the benefit of its successors and assigns.

            (b) Each Lender other than any Conduit Lender may assign to one or
more assignees all or a portion of its interests, rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided, however, that, except in the case of an
assignment to another Lender or an Affiliate of a Lender, (i) each of the
Company, (so long as no Event of Default shall have occurred and be continuing
with respect to any Borrower under clause (g) or (h) of Article XIII of this
Agreement) and the General Administrative Agent must give its prior written
consent to such assignment (which consent in each case shall not be unreasonably
withheld), (ii) the amount of the Commitments of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the General Administrative
Agent) shall not be less than $5,000,000 unless it shall be the entire amount of
such Lender's Commitments and (iii) an assignment by a Lender of any of its U.S.
Commitments shall include an assignment by such Lender of its proportionate
interest in Swing Line Loans and LC Exposure. The parties to each assignment
shall execute and deliver to the General Administration Agent an Assignment and
Acceptance, and a processing and recordation fee of $3,500. Upon acceptance and
recording pursuant to paragraph (e) of this Section 15.4, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five Business Days after the execution thereof, (x) the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement and (y) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto (but shall (i) continue to be entitled to the benefits of
Sections 8.9, 8.10, 8.11 and 15.5, as well as to any fees accrued for its
account hereunder and not yet paid and (ii) continue to be subject to the
confidentiality provisions hereof). Notwithstanding the foregoing, any Lender
assigning its rights and obligations under this Agreement may retain any
Competitive Loans made by it outstanding at

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                                                                              73


such time, and in such case shall retain its rights hereunder in respect of any
Loans so retained until such Loans have been repaid in full in accordance with
this Agreement. Notwithstanding the foregoing, any Conduit Lender may assign at
any time to its designating Lender hereunder without the consent of the Company
or the General Administrative Agent any or all of the Loans it may have funded
hereunder and pursuant to its designation agreement and without regard to the
limitations set forth in the first sentence of this Section 15.4(b).

            (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim; (ii)
except as set forth in (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto or the financial condition of the Borrowers or the performance or
observance by the Borrowers of any obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 11.3 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (v) such assignee will independently and
without reliance upon any Administrative Agent, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (vi) such assignee appoints and
authorizes the General Administrative Agent, the Japanese Administrative Agent
and the Euro Administrative Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the
Administrative Agents by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.

            (d) Each of the Administrative Agents shall maintain at its office
referred to in Section 15.1 a copy of each Assignment and Acceptance delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and the principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time and any promissory
notes evidencing such Loans (the "Register"). The entries in the Register shall
be conclusive in the absence of manifest error and the Company, the other
Borrowers, the Administrative Agents and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. No assignment or transfer of any
Loan (or portion thereof) or any Note evidencing such Loan shall be effected
unless and until it has been recorded in the Register as provided in this
subsection 15.4(d). Notwithstanding any other provision of this Agreement, any
assignment or transfer of all or part of a promissory note shall be registered
on the Register only upon surrender for registration of assignment or transfer
of the promissory note (and each promissory note shall expressly so provide),
accompanied by a duly executed Assignment and

<PAGE>
                                                                              74


Acceptance, and thereupon one or more new promissory notes in the same aggregate
principal amount shall be issued to the designated Assignee and the old
promissory notes shall be returned by the applicable Administrative Agent to the
Company marked "cancelled". The Register shall be available for inspection by
each party hereto, at any reasonable time and from time to time upon reasonable
prior notice.

            (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee together with an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of the Company to
such assignment, the relevant Administrative Agent shall (i) accept such
Assignment and Acceptance and (ii) record the information contained therein in
the Register.

            (f) Each Lender other than any Conduit Lender may sell
participations to one or more banks or other entities in all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided, however, that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto or thereto
for the performance of such obligations, (iii) each participating bank or other
entity shall be entitled to the benefit of the cost protection provisions
contained in Sections 8.9, 8.10 and 8.11 to the same extent as if it was the
selling Lender (and limited to the amount that could have been claimed by the
selling Lender had it continued to hold the interest of such participating bank
or other entity, it being further agreed that the selling Lender will not be
permitted to make claims against the Borrowers under Section 8.9(b) for costs or
reductions resulting from the sale of a participation), except that all claims
made pursuant to such Sections shall be made through such selling Lender and
(iv) the Borrowers, the Administrative Agents and the other Lenders shall
continue to deal solely and directly with such selling Lender in connection with
such Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrowers relating to
the Loans and to approve any amendment, modification or waiver of any provision
of this Agreement (other than amendments, modifications or waivers decreasing
any fees payable hereunder or thereunder or the amount of principal of or the
rate at which interest is payable on the Loans, extending the final scheduled
maturity of the Loans or any date scheduled for the payment of interest on the
Loans or extending the Commitments).

            (g) Any Lender or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 15.4, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Company or the other Borrowers
furnished to such Lender; provided that, prior to any such disclosure, each such
assignee or participant or proposed assignee or participant shall be subject to
the confidentiality provisions contained herein.

            (h) The Borrowers shall not assign or delegate any rights and duties
hereunder, except in accordance with Section 12.1, without the prior written
consent of all Lenders.

            (i) Any Lender may at any time pledge or otherwise assign all or any
portion of its rights under this Agreement to a Federal Reserve Bank; provided
that no such pledge shall

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release any Lender from its obligations hereunder. In order to facilitate such
an assignment to a Federal Reserve Bank, the relevant Borrower shall, at the
request of the assigning Lender, duly execute and deliver to the assigning
Lender a promissory note or notes evidencing the Loans made by the assigning
Lender hereunder.

            (j) Each party hereto hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a
Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper
note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

            SECTION 15.5. Expenses; Indemnity. (a) The Company agrees to pay all
reasonable out-of-pocket expenses incurred by the Administrative Agents and the
Syndication Agent in connection with entering into this Agreement or in
connection with any amendments, modifications or waivers of the provisions
hereof or thereof (including the reasonable fees, disbursements and other
charges of a single counsel), or incurred by the Administrative Agents, the
Syndication Agent or any Lender in connection with the enforcement of their
rights in connection with this Agreement or in connection with the Loans made
hereunder or thereunder, including the fees and disbursements of counsel for the
Administrative Agents and the Syndication Agent and, in the case of enforcement,
each Lender.

            (b) The Company agrees to indemnify each Administrative Agent, the
Syndication Agent, each Lender, each of their Affiliates and the directors,
officers, employees and agents of the foregoing (each such Person being called
an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees, incurred by or asserted against any Indemnitee arising out of (i)
the consummation of the transactions contemplated by this Agreement, (ii) the
use of the proceeds of the Loans or (iii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is
a party thereto; provided that (x) such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result from the gross negligence or willful
misconduct of such Indemnitee and (y) such indemnity shall not apply to losses,
claims, damages, liabilities or related expenses that result from disputes
solely between Lenders.

            (c) The provisions of this Section 15.5 shall remain operative and
in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any investigation made by or on behalf of the
Administrative Agents, the Syndication Agent or any Lender. All amounts due
under this Section 15.5 shall be payable on written demand therefor.

            SECTION 15.6. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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                                                                              76


            SECTION 15.7. Waivers; Amendment. (a) No failure or delay of any
Administrative Agent or any Lender in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agents and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies which they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the Company
or any other Borrower in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders; provided, however, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan or reimbursement obligation with respect to an LC
Disbursement, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan, or amend or modify Section 15.16,
without the prior written consent of each Lender directly affected thereby, (ii)
increase the Commitments or decrease the facility fees or fees in respect of
Letters of Credit of any Lender (with the exception of fronting fees payable to
the Issuing Lender, which shall require the consent of the Issuing Lender)
without the prior written consent of such Lender or (iii) amend or modify the
provisions of Section 8.12 or Section 15.4(h), the provisions of this Section
15.7 or the definition of the "Required Lenders", or release any Guarantor from
its obligations under Section 15.16 hereof except for the release of a
Subsidiary Guarantor in connection with the consummation of a transaction
permitted under Section 12.1, without the prior written consent of each Lender;
provided further, however, that no such agreement shall amend, modify or
otherwise affect the rights or duties of (x) any Administrative Agent hereunder
without the prior written consent of such Administrative Agent, (y) the
Swingline Lender without the prior written consent of the Swingline Lender or
(z) any Issuing Lender without the prior written consent of such Issuing Lender.
Each Lender shall be bound by any waiver, amendment or modification authorized
by this Section 15.7 and any consent by any Lender pursuant to this Section 15.7
shall bind any assignee of its rights and interests hereunder.

            SECTION 15.8. Entire Agreement. This Agreement constitutes the
entire contract among the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement. Nothing in this Agreement, expressed or
implied, is intended to confer upon any party other than the parties hereto any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

            SECTION 15.9. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to

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                                                                              77


replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

            SECTION 15.10. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 15.3.

            SECTION 15.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 15.12. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or obligations of each Credit Party now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. Each Lender agrees promptly to notify the Company
after such setoff and application made by such Lender, but the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section 15.12 are in addition to other rights
and remedies (including, without limitation, other rights of setoff) which such
Lender may have.

            SECTION 15.13. Jurisdiction; Consent to Service of Process. (a) Each
party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Subject to the foregoing and to paragraph (b) below, nothing in this Agreement
shall affect any right that any party hereto may otherwise have to bring any
action or proceeding relating to this Agreement against any other party hereto
in the courts of any jurisdiction.

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

            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15.1. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

<PAGE>
                                                                              78


            (d) Each Borrower hereby irrevocably appoints the Company as its
agent for the service of process in any action referred to in Section 15.13(a)
and agrees that service of process in any such proceeding may be made by mailing
or delivering a copy thereof to it care of the Company at its address for notice
set forth in Section 15.1.

            (e) Each Credit Party waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section for any special, exemplary, punitive or
consequential damages.

            SECTION 15.14. Waiver of Jury Trial. Each party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in respect of any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each party hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver and (b) acknowledges
that it and other parties hereto have been induced to enter into this Agreement
by, among other things, the mutual waivers and certification in this Section
15.14.

            SECTION 15.15. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

            (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 15.15 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

            SECTION 15.16. Guaranty. In order to induce the Lenders to make
Loans to the Company and the other Borrowers, each Guarantor hereby
unconditionally and irrevocably guarantees as a primary obligor the Borrower
Obligations of all the Borrowers. Each Guarantor further agrees that the
Borrower Obligations may be extended and renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
agreement hereunder notwithstanding any extension or renewal of any Borrower
Obligation.

            Each Guarantor waives promptness, diligence, presentment to, demand
of payment from and protest to the Borrowers of any Borrower Obligations, and
also waives notice

<PAGE>
                                                                              79


of acceptance of its obligations and notice of protest for nonpayment. The
obligations of each Guarantor hereunder shall be absolute and unconditional and
not be affected by, and each Guarantor waives any defense it may now or
hereafter have arising out of (a) the failure of any Lender or the
Administrative Agents to assert any claim or demand or to enforce any right or
remedy against any Borrower under the provisions of this Agreement or any of the
other Loan Documents or otherwise; (b) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any other Loan
Documents or any other agreement; (c) the failure of any Lender to exercise any
right or remedy against any Borrower; (d) the invalidity or unenforceability of
any Loan Document; (e) the validity, legality or enforceability of this
Agreement or any Loan or Letter of Credit or any document or instrument relating
thereto or given in connection therewith; or (f) any other circumstance which
might otherwise constitute a defense available to or discharge of a Borrower or
a guarantor (other than indefeasible payment).

            Each Guarantor further agrees that its agreements hereunder
constitutes a promise of payment when due and not of collection, and waives any
right to require that any resort be had by any Lender to any balance of any
deposit account or credit on the books of any Lender in favor of any Borrower or
any other Person.

            The obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, and shall
not be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Borrower Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of the Guarantors hereunder shall not be discharged
or impaired or otherwise affected by the failure of the Administrative Agents or
any Lender to assert any claim or demand or to enforce any remedy under this
Agreement or under any other Loan Document or any other agreement, by any waiver
or modification in respect of any thereof, by any default, failure or delay,
wilful or otherwise, in the performance of the Borrower Obligations, or by any
other act or omission which may or might in any manner or to any extent vary the
risk of the Guarantors (or any of them) or otherwise operate as a discharge of
the Guarantors (or any of them) as a matter of law or equity.

            Each Guarantor further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Borrower
Obligation is rescinded or must otherwise be restored by the Administrative
Agents or any Lender upon the bankruptcy or reorganization of any Borrower or
otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which the Administrative Agents or any Lender may have at law or in equity
against the Guarantors (or any of them) by virtue hereof, upon the failure of
any Borrower to pay any Borrower Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, each Guarantor hereby promises to and will, upon receipt of written
demand by the General Administrative Agent, forthwith pay, or cause to be paid,
in cash the amount of such unpaid Borrower Obligation. In the event that, by
reason of the bankruptcy of any Borrower (i) acceleration of Loans made to such
Borrower is prevented and (ii) the Guarantors shall not have prepaid the
outstanding Loans and other amounts due hereunder owed

<PAGE>
                                                                              80


by such Borrower, the Guarantors will forthwith purchase such Loans and other
amounts at a price equal to the principal amount thereof plus accrued interest
thereon and any other amounts due hereunder with respect thereto. Each Guarantor
further agrees that if payment in respect of any Borrower Obligation shall be
due in a currency other than Dollars and/or at a place of payment other than New
York and if, by reason of any Change in Law, disruption of currency or foreign
exchange markets, war or civil disturbance or similar event, payment of such
Borrower Obligations in such currency or such place of payment shall be
impossible or, in the judgment of any applicable Lender, not consistent with the
protection of its rights or interests, then, at the election of any applicable
Lender, the Guarantors shall make payment of such Borrower Obligation in Dollars
(based upon the applicable Exchange Rate in effect on the date of payment)
and/or in New York, and shall indemnify such Lender against any losses or
expenses that it shall sustain as a result of such alternative payment.

            Following indefeasible payment in full in cash of all Borrower
Obligations and the termination of the Commitments hereunder, upon payment by
any Guarantor of any Borrower Obligations, each Lender shall, in a reasonable
manner, assign the amount of such Borrower Obligations owed to it and paid by
such Guarantor pursuant to this guarantee to such Guarantor, such assignment to
be pro tanto to the extent to which the Borrower Obligations in question were
discharged by such Guarantor, or make such disposition thereof as such Guarantor
shall direct (all without recourse to any Lender and without any representation
or warranty by any Lender except with respect to the amount of the Borrower
Obligations so assigned).

            Each Subsidiary Guarantor hereby agrees that to the extent that a
Subsidiary Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and
receive contribution from and against any other Subsidiary Guarantor hereunder
which has not paid its proportionate share of such payment. Each Subsidiary
Guarantor's right of contribution shall be subject to the terms and conditions
of the immediately following paragraph. The provisions of this paragraph shall
in no respect limit the obligations and liabilities of any Subsidiary Guarantor
to the Administrative Agents and the Lenders and each Subsidiary Guarantor shall
remain liable to the Administrative Agents and the Lenders for the full amount
guaranteed by such Subsidiary Guarantor hereunder.

            Upon payment by any Guarantor of any sums as provided above, all
rights of the Guarantors against any Borrower arising as a result thereof by way
of right of subrogation or otherwise shall in all respects be subordinated and
junior in right of payment to the prior indefeasible payment in full of all the
Borrower Obligations to the Lenders and termination of the Commitments.

            Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Subsidiary Guarantor in its
capacity as a guarantor under this Section 15.16 shall in no event exceed the
amount which can be guaranteed by such Subsidiary Guarantor under applicable
federal and state laws relating to the insolvency of debtors (after giving
effect to the right of contribution established above).

            Each Guarantor agrees that the Borrower Obligations may at any time
and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 15.16 or
affecting the rights and remedies of the Administrative Agent or any Lender
hereunder.

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                                                                              81


            SECTION 15.17. Loan Conversion/Participation. (a)(i) On any
Conversion Date, to the extent not otherwise prohibited by a Requirement of Law
or otherwise, all Loans outstanding in any currency other than Dollars ("Loans
to be Converted") shall be converted into Dollars (calculated on the basis of
the relevant Exchange Rates as of the Business Day immediately preceding the
Conversion Date) ("Converted Loans"), and (ii) on the Conversion Date (A) each
Lender severally, unconditionally and irrevocably agrees that it shall purchase
in Dollars a participating interest in the total Revolving Credit Exposure under
each Facility in an amount equal to its Applicable Percentage (calculated
immediately prior to the termination or expiration of the Commitments) of the
total Revolving Credit Exposure and (B) to the extent necessary to cause the
Committed Exposure Percentage of each Lender, after giving effect to the
purchase and sale of participating interests under the foregoing clause (ii), to
equal its Applicable Percentage (calculated immediately prior to the termination
or expiration of the Commitments), each Lender severally, unconditionally and
irrevocably agrees that it shall purchase or sell a participating interest in
its Revolving Credit Exposure under each Facility then outstanding. Each Lender
will immediately transfer to the appropriate Administrative Agent, in
immediately available funds, the amounts of its participation(s), and the
proceeds of such participation(s) shall be distributed by such Administrative
Agent to each Lender from which a participating interest is being purchased in
the amount(s) provided for in the preceding sentence. All Converted Loans shall
be ABR Loans. The Company agrees to indemnify each Lender for any loss, cost or
expense arising out of the conversion of Loans from one Currency to another
pursuant to this Section.

            (b) If, for any reason, the Loans to be Converted may not be
converted into Dollars in the manner contemplated by paragraph (a) of this
Section 15.17, (i) the General Administrative Agent shall determine the Dollar
Equivalent of the Loans to be Converted (calculated on the basis of the Exchange
Rate as of the Business Day immediately preceding the date on which such
conversion would otherwise occur pursuant to paragraph (a) of this Section
15.17), (ii) effective on such Conversion Date, each Lender severally,
unconditionally and irrevocably agrees that it shall purchase in Dollars a
participating interest in such Loans to be Converted in an amount equal to its
Applicable Percentage of such Loans to be Converted and (iii) each Lender shall
purchase or sell participating interests as provided in paragraph (a)(ii) of
this Section 15.17. Each Lender will immediately transfer to the appropriate
Administrative Agent, in immediately available funds, the amount(s) of its
participation(s), and the proceeds of such participation(s) shall be distributed
by such Administrative Agent to each relevant Lender in the amount(s) provided
for in the preceding sentence.

            (c) To the extent any Taxes are required to be withheld from any
amounts payable by a Lender (the "First Lender") to another Lender (the "Other
Lender") in connection with its participating interest in any Converted Loan,
each Borrower, with respect to the relevant Loans made to it, shall be required
to pay increased amounts to the Other Lender receiving such payments from the
First Lender to the same extent they would be required under Section 8.11 if
such Borrower were making payments with respect to the participating interest
directly to the Other Lender.

            (d) To the extent not prohibited by any Requirement of Law or
otherwise, at any time after the actions contemplated by paragraph (a) or (b) of
this Section 15.17 have been taken, upon the notice of any Lender to the Company
the following shall occur: (i) the Company

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                                                                              82


(through the guarantee contained in Section 15.16) shall automatically be deemed
to have assumed the Converted Loans in which such Lender holds a participation,
(ii) any Loans outstanding in any currency other than Dollars shall be converted
into Dollars on the dates of such assumption (calculated on the basis of the
Exchange Rate on the Business Day immediately preceding such date of assumption)
and such Loans shall bear interest at the rate which would otherwise be
applicable to ABR Loans and (iii) such Loans shall be assigned by the relevant
Lender holding such Loans or obligations to the Lender who gave the notice
requesting such assumption by the Company.

            SECTION 15.18. Confidentiality. Each of the Administrative Agents
and the Lenders expressly agrees, for the benefit of the Company, the
Subsidiaries and Bristol-Myers Squibb, to maintain the confidentiality of the
Confidential Information (as defined below), except that Confidential
Information may be disclosed (a) 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), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) 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, (f) subject to an express agreement for
the benefit of the Company, the Subsidiaries and Bristol-Myers Squibb containing
provisions substantially the same as those of this Section, to any assignee of
or participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement or to any direct or indirect counter
party to a Hedge Agreement, (g) with the consent of the Company, the
Subsidiaries or Bristol-Myers Squibb, as applicable, (h) to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized ratings agency, or (i) to the extent such Confidential
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to any Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Company, the
Subsidiaries or Bristol-Myers Squibb. For the purposes of this Section,
"Confidential Information" means all information, including material nonpublic
information within the meaning of Regulation FD promulgated by the SEC
("Regulation FD"), received from the Company, the Subsidiaries or Bristol-Myers
Squibb relating to such entities or their respective businesses, other than any
such information that is available to any Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by such entities; provided that,
such information is clearly identified at the time of delivery as confidential.
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 Information as such Person customarily
accords to its own confidential information; provided, however, that with
respect to disclosures pursuant to clauses (b) and (c) of this Section, unless
prohibited by law or applicable court order, each Lender and each Administrative
Agent shall attempt to notify the Company, the Subsidiaries and Bristol-Myers
Squibb of any request by any governmental agency or representative thereof or
other Person for disclosure of Confidential Information after receipt of such
request, and if reasonable, practicable and permissible, before disclosure of
such Confidential Information. It is understood and agreed that the Company, the
Subsidiaries,

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                                                                              83


Bristol-Myers Squibb and their respective Affiliates may rely upon this Section
15.18 for any purpose, including without limitation to comply with Regulation
FD.

                     [Rest of page left intentionally blank]

<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.

                                        ZIMMER HOLDINGS, INC., as a Borrower and
                                        a Guarantor

                                        By: /s/ J. Raymond Elliott
                                            ------------------------------------
                                            Name: John Raymond Elliott
                                            Title: President and CEO


                                        ZIMMER, INC., as a Borrower and a
                                        Guarantor

                                        By: /s/ J. Raymond Elliott
                                            ------------------------------------
                                            Name: John Raymond Elliott
                                            Title: President and CEO


                                        ZIMMER K.K.

                                        By: /s/ John Stephen Loveman-Krelle
                                            ------------------------------------
                                            Name: John Stephen Loveman-Krelle
                                            Title: Representative Director


                                        ZIMMER LTD.

                                        By: /s/ Humphrin, M.D.
                                            ------------------------------------
                                            Name: Humphrin, M.D.
                                            Title: Director


                                        BRISTOL-MYERS SQUIBB COMPANY

                                        By: /s/ Harrison M. Bains, Jr.
                                            ------------------------------------
                                            Name: Harrison M. Bains, Jr.
                                            Title: Treasurer

                                        By: /s/ Sandra Leung
                                            ------------------------------------
                                            Name: Sandra Leung
                                            Title: Secretary

<PAGE>

                                        THE CHASE MANHATTAN BANK, individually
                                        and as General Administrative Agent

                                        By: /s/ Dawn Lee Lum
                                            ------------------------------------
                                            Name: Dawn Lee Lum
                                            Title: Vice President


                                        BANK OF AMERICA, N.A., individually and
                                        as Syndication Agent

                                        By: /s/ Philip Durand
                                            ------------------------------------
                                            Name: Philip Durand
                                            Title: Principal


                                        THE CHASE MANHATTAN BANK, TOKYO BRANCH,
                                        as Japanese Administrative Agent

                                        By: /s/ Makoto Yamamoto
                                            ------------------------------------
                                            Name: Makoto Yamamoto
                                            Title: Vice President


                                        CHASE MANHATTAN INTERNATIONAL LIMITED,
                                        as Euro Administrative Agent

                                        By: /s/ Nichola Hall      /s/ C. Walsh
                                            ------------------------------------
                                            Name: Nichola Hall    C. Walsh
                                            Title: Senior Loans   Assistant
                                                   Assistant      Treasurer

                                        ABN AMRO BANK N.V., as Documentation
                                        Agent

                                        By: /s/ Alex Miller
                                            ------------------------------------
                                            Name: Alex Miller
                                            Title: Vice President


                                        By: /s/ Todd J. Miller
                                            ------------------------------------
                                            Name: Todd J. Miller
                                            Title: Credit Officer
<PAGE>

                                        FLEET NATIONAL BANK, as Documentation
                                        Agent

                                        By: /s/ William R. Rogers
                                            ------------------------------------
                                            Name: William R. Rogers
                                            Title: Director


                                        SUNTRUST BANK, as Documentation Agent

                                        By: /s/ Brooks Hubbard
                                            ------------------------------------
                                            Name: Brooks Hubbard
                                            Title: Vice President

<PAGE>

                                        BNP PARIBAS


                                        By: /s/ Rosalie C. Hawley
                                            ------------------------------------
                                            Name: Rosalie C. Hawley
                                            Title: Director


                                        By: /s/ Jo Ellen Bender
                                            ------------------------------------
                                            Name: Jo Ellen Bender
                                            Title: Director
<PAGE>

                                        DEUTSCHE BANK AG, NEW YORK BRANCH
                                        AND/OR CAYMAN ISLANDS BRANCH


                                        By: /s/ Lain Stewart
                                            ------------------------------------
                                            Name: Lain Stewart
                                            Title: Vice President


                                        By: /s/ Stephanie Strohe
                                            ------------------------------------
                                            Name: Stephanie Strohe
                                            Title: Vice President
<PAGE>

                                        SUMITOMO MITSUI BANKING CORPORATION


                                        By: /s/ Peter R C. Knight
                                           ------------------------------------
                                           Name: Peter R C. Knight
                                           Title: Senior Vice President


<PAGE>

                                        THE FUJI BANK, LIMITED


                                        By: /s/ Peter L. Chinnici
                                            ------------------------------------
                                            Name: Peter L. Chinnici
                                            Title: Senior Vice President and
                                                   Group Head


<PAGE>

                                        BANK OF CHINA, NEW YORK BRANCH


                                        By: /s/ Bailin Zheng
                                            ------------------------------------
                                            Name: Bailin Zheng
                                            Title: General Manager


<PAGE>

                                        BANCA NAZIONALE DEL LAVORO S.P.A.,
                                        NEW YORK BRANCH


                                        By: /s/ Giulio Giovine
                                            ------------------------------------
                                            Name: Giulio Giovine
                                            Title: Vice President


                                        By: /s/ Carlo Vecchi
                                            ------------------------------------
                                            Name: Carlo Vecchi
                                            Title: Senior Vice President
<PAGE>

                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                        By: /s/ Catherine Moeser
                                            ------------------------------------
                                            Name: Catherine Moeser
                                            Title: Attorney-in-fact

<PAGE>

                                        BAYERISCHE HYPO-UND VEREINSBANK AG,
                                        NEW YORK BRANCH


                                        By: /s/ Laura A. De Persis
                                            ------------------------------------
                                            Name: Laura A. De Persis
                                            Title: Director


                                        By: /s/ Diane B. Vaccaro
                                            ------------------------------------
                                            Name: Diane B. Vaccaro
                                            Title: Associate Director
<PAGE>

                                        COMERICA BANK


                                        By: /s/ Kathleen M. Kasperek
                                            ------------------------------------
                                            Name: Kathleen M. Kasperek
                                            Title: Assistant Vice President
<PAGE>

                                        CREDIT LYONNAIS, NEW YORK BRANCH


                                        By: /s/ Charles Heidsieck
                                            ------------------------------------
                                            Name: Charles Heidsieck
                                            Title: Senior Vice President
<PAGE>

                                        KEY BANK NATIONAL ASSOCIATION


                                        By: /s/ Mark A. Lo Schiavo
                                            ------------------------------------
                                            Name: Mark A. Lo Schiavo
                                            Title: Assistant Vice President
<PAGE>

                                        NATIONAL CITY BANK OF INDIANA


                                        By: /s/ Lawrence J. Mayers
                                            ------------------------------------
                                            Name: Lawrence J. Mayers
                                            Title: Senior Vice President
<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION


                                        By: /s/ Michael Nardo
                                            ------------------------------------
                                            Name: Michael Nardo
                                            Title: Managing Director
<PAGE>

                                        THE BANK OF NEW YORK


                                        By: /s/ Jonathan Rollins
                                            ------------------------------------
                                            Name: Jonathan Rollins
                                            Title: Vice President
<PAGE>

                                        THE NORINCHUKIN BANK, NEW YORK BRANCH


                                        By: /s/ Fumiaki Ono
                                            ------------------------------------
                                            Name: Fumiaki Ono
                                            Title: General Manager
<PAGE>

                                        THE SANWA BANK, LIMITED, NEW YORK BRANCH


                                        By: /s/ Lee E. Prewitt
                                            ------------------------------------
                                            Name: Lee E. Prewitt
                                            Title: Vice President
<PAGE>

                                        FIRSTAR BANK, N.A.


                                        By: /s/ James M. Ferrell
                                            ------------------------------------
                                            Name: James M. Ferrell
                                            Title: AVP
<PAGE>

                                        THE NORTHERN TRUST COMPANY


                                        By: /s/ Tracy J. Toulouse
                                            ------------------------------------
                                            Name: Tracy J. Toulouse
                                            Title: Vice President
<PAGE>

                                        FIFTH THIRD BANK


                                        By: /s/ David W. O'Neil
                                            ------------------------------------
                                            Name: David W. O'Neil
                                            Title: Vice President
<PAGE>

                                        UNICREDITO ITALIANO


                                        By: /s/ Christopher Eldin
                                            ------------------------------------
                                            Name: Christopher Eldin
                                            Title: Vice President


                                        By: /s/ Saiyed A. Abbas
                                            ------------------------------------
                                            Name: Saiyed A. Abbas
                                            Title: Vice President
<PAGE>

                                        BANK HAPOALIM B.M.


                                        By: /s/ James P. Surless
                                            ------------------------------------
                                            Name: James P. Surless
                                            Title: Vice President


                                        By: /s/ Laura Anne Raffa
                                            ------------------------------------
                                            Name: Laura Anne Raffa
                                            Title: Senior Vice President &
                                                   Corporate Manager