<PAGE>

                                                                     EXHIBIT 4.2

                                                                [CONFORMED COPY]


                                 $2,000,000,000



                           FIVE-YEAR CREDIT AGREEMENT


                                   dated as of


                                February 7, 2001


                         Tyco International Group S.A.,
                                    Borrower

                            Tyco International Ltd.,
                                    Guarantor


                            The Chase Manhattan Bank,
                              Administrative Agent

                             Bank of America, N.A.,
                               Commerzbank AG and
                              Salomon Smith Barney,
                              Co-Syndication Agents

             J.P. Morgan & Co., a division of Chase Securities Inc.,
                                    Arranger



<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                             PAGE

                              ARTICLE 1DEFINITIONS


<S>           <C>                                                                             <C>
SECTION 1.01.  DEFINITIONS......................................................................1
SECTION 1.02.  ACCOUNTING TERMS AND DETERMINATIONS.............................................17
SECTION 1.03.  CLASSES AND TYPES OF LOANS AND BORROWINGS.......................................18

                              ARTICLE 2THE CREDITS


SECTION 2.01.  COMMITMENTS TO LEND.............................................................18
SECTION 2.02.  NOTICE OF COMMITTED BORROWING...................................................18
SECTION 2.03.  THE MONEY MARKET BORROWINGS.....................................................19
SECTION 2.04.  NOTICE TO BANKS; FUNDING OF LOANS...............................................23
SECTION 2.05.  PROMISSORY NOTES................................................................24
SECTION 2.06.  MATURITY OF LOANS...............................................................24
SECTION 2.07.  INTEREST RATES..................................................................25
SECTION 2.08.  FACILITY FEE....................................................................27
SECTION 2.09.  OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS................................27
SECTION 2.10.  MANDATORY TERMINATION OF COMMITMENTS............................................27
SECTION 2.11.  OPTIONAL PREPAYMENTS............................................................27
SECTION 2.12.  GENERAL PROVISIONS AS TO PAYMENTS...............................................28
SECTION 2.13.  FUNDING LOSSES..................................................................29
SECTION 2.14.  COMPUTATION OF INTEREST AND FEES................................................29
SECTION 2.15.  REGULATION D COMPENSATION.......................................................29
SECTION 2.16.  METHOD OF ELECTING INTEREST RATES...............................................30

                               ARTICLE 3CONDITIONS


SECTION 3.01.  EFFECTIVENESS...................................................................31
SECTION 3.02.  EXISTING AGREEMENT..............................................................32
SECTION 3.03.  BORROWINGS......................................................................32

                     ARTICLE 4REPRESENTATIONS AND WARRANTIES


SECTION 4.01.  CORPORATE EXISTENCE AND POWER...................................................33
SECTION 4.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION......................33
</TABLE>



<PAGE>

<TABLE>
<S>           <C>                                                                             <C>
SECTION 4.03.  BINDING EFFECT..................................................................34
SECTION 4.04.  FINANCIAL INFORMATION...........................................................34
SECTION 4.05.  LITIGATION......................................................................34
SECTION 4.06.  COMPLIANCE WITH ERISA...........................................................34
SECTION 4.07.  ENVIRONMENTAL MATTERS...........................................................35
SECTION 4.08.  TAXES...........................................................................35
SECTION 4.09.  SUBSIDIARIES....................................................................35
SECTION 4.10.  NOT AN INVESTMENT COMPANY.......................................................36
SECTION 4.11.  FULL DISCLOSURE.................................................................36
SECTION 4.12.  OBLIGATIONS TO BE PARI PASSU....................................................36

                               ARTICLE 5COVENANTS


SECTION 5.01.  INFORMATION.....................................................................36
SECTION 5.02.  PAYMENT OF OBLIGATIONS..........................................................38
SECTION 5.03.  MAINTENANCE OF PROPERTY; INSURANCE..............................................38
SECTION 5.04.  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE................................39
SECTION 5.05.  COMPLIANCE WITH LAWS............................................................40
SECTION 5.06.  INSPECTION OF PROPERTY, BOOKS AND RECORDS; CONFIDENTIALITY......................40
SECTION 5.07.  LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS......42
SECTION 5.08.  DEBT............................................................................43
SECTION 5.09.  FIXED CHARGE COVERAGE...........................................................44
SECTION 5.10.  NEGATIVE PLEDGE.................................................................44
SECTION 5.11.  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.....................................46
SECTION 5.12.  TRANSACTIONS WITH AFFILIATES....................................................47
SECTION 5.13.  RESTRICTED PAYMENTS.............................................................48
SECTION 5.14.  SUBSIDIARY GUARANTORS...........................................................48
SECTION 5.15.  USE OF PROCEEDS.................................................................48

                                ARTICLE 6DEFAULTS


SECTION 6.01.  EVENTS OF DEFAULTS..............................................................48
SECTION 6.02.  NOTICE OF DEFAULT...............................................................52

                               ARTICLE 7THE AGENT


SECTION 7.01.  APPOINTMENT AND AUTHORIZATION...................................................52
SECTION 7.02.  AGENT AND AFFILIATES............................................................52
SECTION 7.03.  ACTION BY AGENT.................................................................52
SECTION 7.04.  CONSULTATION WITH EXPERTS.......................................................53
</TABLE>



<PAGE>

<TABLE>
<S>           <C>                                                                             <C>
SECTION 7.05.  LIMITS OF LIABILITY.............................................................53
SECTION 7.06.  INDEMNIFICATION.................................................................53
SECTION 7.07.  CREDIT DECISION.................................................................53
SECTION 7.08.  SUCCESSOR AGENT.................................................................54
SECTION 7.09.  AGENT'S FEE.....................................................................54

                        ARTICLE 8CHANGE IN CIRCUMSTANCES


SECTION 8.01.  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR........................54
SECTION 8.02.  ILLEGALITY......................................................................55
SECTION 8.03.  INCREASED COST AND REDUCED RETURN...............................................56
SECTION 8.04.  TAXES...........................................................................57
SECTION 8.05.  BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS.......................59
SECTION 8.06.  SUBSTITUTION OF BANK............................................................60

                             ARTICLE 9MISCELLANEOUS


SECTION 9.01.  NOTICES.........................................................................60
SECTION 9.02.  NO WAIVERS......................................................................61
SECTION 9.03.  EXPENSES; INDEMNIFICATION.......................................................61
SECTION 9.04.  SHARING OF SET-OFFS.............................................................62
SECTION 9.05.  AMENDMENTS AND WAIVERS..........................................................62
SECTION 9.06.  SUCCESSORS AND ASSIGNS..........................................................62
SECTION 9.07.  COLLATERAL......................................................................65
SECTION 9.08.  GOVERNING LAW...................................................................65
SECTION 9.09.  COUNTERPARTS; INTEGRATION.......................................................65
SECTION 9.10.  WAIVER OF JURY TRIAL............................................................66
SECTION 9.11.  JUDGMENT CURRENCY...............................................................66
SECTION 9.12.  JUDICIAL PROCEEDINGS............................................................66

                               ARTICLE 10GUARANTEE


SECTION 10.01.  THE GUARANTEE..................................................................68
SECTION 10.02.  GUARANTEE UNCONDITIONAL........................................................68
SECTION 10.03.  DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES....69
SECTION 10.04.  WAIVER BY THE GUARANTOR........................................................69
SECTION 10.05.  SUBROGATION....................................................................69
SECTION 10.06.  STAY OF ACCELERATION...........................................................69
</TABLE>



<PAGE>


Commitment Schedule
Pricing Schedule
Exhibit A - Promissory Note
Exhibit B - Money Market Quote Request
Exhibit C - Invitation for Money Market Quotes
Exhibit D - Money Market Quote
Exhibit E - Opinion of Chief Corporate Counsel of the Guarantor
Exhibit F - Opinion of Special Counsel for the Borrower
Exhibit G - Opinion of Special Counsel for the Guarantor
Exhibit H - Opinion of Special Counsel for the Agent
Exhibit I - Assignment and Assumption Agreement
Exhibit J - Form of Subsidiary Guarantee
Exhibit K - Form of Subsidiary Counsel Opinion


<PAGE>


                           FIVE-YEAR CREDIT AGREEMENT


      AGREEMENT dated as of February 7, 2001 among TYCO INTERNATIONAL GROUP
S.A., TYCO INTERNATIONAL LTD., the BANKS listed on the signature pages hereof
and THE CHASE MANHATTAN BANK, as Agent.

      The parties hereto agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS

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

      "ABSOLUTE RATE AUCTION" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

      "ACQUIRED DEBT" means Debt of a Person (a) existing at the time such
Person becomes a Subsidiary or merges into a Subsidiary and (b) not created in
contemplation of such event.

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

      "AFFILIATE" means (i) any Person that directly, or indirectly through one
or more intermediaries, controls the Guarantor (a "CONTROLLING PERSON") or (ii)
any Person (other than the Guarantor or a Subsidiary) which is controlled by or
is under common control with a Controlling Person. As used herein, the term
"CONTROL" means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. The fact that an
Affiliate of a Person is a member of a law firm that renders services to such
Person or its Affiliates does not mean that the law firm is an Affiliate of such
Person.

      "AGENT" means The Chase Manhattan Bank in its capacity as administrative
agent for the Banks under the Financing Documents, any successor agent that
becomes the Agent pursuant to Section 7.08, and the respective corporate
successors of the foregoing acting in such capacity.

<PAGE>

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

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

      "ASSIGNEE" has the meaning set forth in Section 9.06(c).

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

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

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

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

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

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

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

      "CLASS" has the meaning specified in Section 1.03.

      "COMMITMENT" means (i) with respect to each Bank listed on the Commitment
Schedule, the amount set forth opposite the name of such Bank on the Commitment
Schedule and (ii) with respect to any Assignee, the amount of the Commitment
assumed by it pursuant to Section 9.06(c), as the case may be, in each case as
such amount may be changed from time to time pursuant to Section 2.09 or
9.06(c).



                                       2
<PAGE>

      "COMMITMENT PERCENTAGE" means, with respect to each Bank, the percentage
equivalent of a fraction the numerator of which is the amount of its Commitment
and the denominator of which is the aggregate amount of the Commitments of all
Banks.

      "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

      "COMMITTED BORROWING" has the meaning set forth in Section 1.03.

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

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

      "CONDUIT DESIGNATION" has the meaning set forth in Section 9.06(f).

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

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

      "CONSOLIDATED DEBT" means, at any date, the aggregate amount of Debt of
the Guarantor and its Consolidated Subsidiaries, determined on a consolidated
basis as of such date; PROVIDED that (i) if a Permitted Receivables Transaction
is outstanding at such date and is accounted for as a sale of accounts
receivable under generally accepted accounting principles, Consolidated Debt
determined as aforesaid shall be adjusted to include the additional Debt,
determined on a consolidated basis as of such date, which would have been
outstanding at such date had such Permitted Receivables Transaction been
accounted for as a borrowing at such date and (ii) Consolidated Debt shall in
any event include all Debt of any Person other than the Guarantor or a
Consolidated Subsidiary which is Guaranteed by the Guarantor or a Consolidated
Subsidiary, except that Consolidated Debt shall not include Debt of a joint
venture, partnership or similar entity which is Guaranteed by the Guarantor or a
Consolidated Subsidiary by virtue of the joint venture, partnership or similar
arrangement with respect to such entity or by operation of applicable law (and
not otherwise) so long as the



                                       3
<PAGE>

aggregate outstanding principal amount of such excluded Debt at any date does
not exceed $50,000,000.

      "CONSOLIDATED EBIT" means, for any fiscal period, Consolidated Net Income
for such period plus, to the extent deducted in determining Consolidated Net
Income for such period, the aggregate amount of (i) Consolidated Interest
Expense, (ii) federal, state and local income tax expense and (iii) minority
interest (not to exceed for this purpose 20%) in the consolidated net income of
TyCom Ltd.

      "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal period, (without
duplication) (i) the consolidated interest expense of the Guarantor and its
Consolidated Subsidiaries for such period MINUS (ii) the consolidated interest
income of the Guarantor and its Consolidated Subsidiaries for such period, if,
and only if, such consolidated interest income is equal to or less than
$5,000,000, PLUS (iii) if a Permitted Receivables Transaction outstanding during
such period is accounted for as a sale of accounts receivable under generally
accepted accounting principles, the additional consolidated interest expense
that would have accrued during such period had such Permitted Receivables
Transaction been accounted for as a borrowing during such period, in each case
determined on a consolidated basis.

      "CONSOLIDATED NET INCOME" means, for any fiscal period, the consolidated
net income of the Guarantor and its Consolidated Subsidiaries for such period,
determined on a consolidated basis after eliminating therefrom all Extraordinary
Gains and Losses. "EXTRAORDINARY GAINS AND LOSSES" means and includes, for any
fiscal period, all extraordinary gains and losses and all other material
non-recurring non-cash items of the Guarantor and its Consolidated Subsidiaries
for such period, determined on a consolidated basis and, in addition, includes,
without limitation, gains or losses from the discontinuance of operations and
gains or losses of the Guarantor and its Consolidated Subsidiaries for such
period resulting from the sale, conversion or other disposition of material
assets of the Guarantor or any Consolidated Subsidiary other than in the
ordinary course of business.

      "CONSOLIDATED NET WORTH" means, at any date, the consolidated
stockholders' equity of the Guarantor and its Consolidated Subsidiaries,
determined on a consolidated basis as of such date and adjusted so as to exclude
the effect of the currency translation adjustment as of such date.

      "CONSOLIDATED SUBSIDIARY" means, at any date, with respect to any Person,
any Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if such statements
were prepared as of such date; unless otherwise specified, Consolidated
Subsidiary means a Consolidated Subsidiary of the Guarantor.



                                       4
<PAGE>

      "CONSOLIDATED TANGIBLE ASSETS" means, at any time, the total assets less
all Intangible Assets appearing on the most recently prepared balance sheet of
the Guarantor and its Consolidated Subsidiaries as of the end of a fiscal
quarter of the Guarantor, prepared on a consolidated basis in accordance with
United States generally accepted accounting principles as in effect on the date
of calculation.

      "CONSOLIDATED TANGIBLE NET WORTH" means, at any date, (i) Consolidated Net
Worth as of such date MINUS (ii) Intangible Assets as of such date.

      "CONSOLIDATED TOTAL CAPITALIZATION" means, at any date, the sum of
Consolidated Debt and Consolidated Net Worth, each determined as of such date.

      "DEBT" of any Person means, at any date, without duplication, (i) the
principal amount of all obligations of such Person for borrowed money, (ii) the
principal amount of all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments (it being understood that,
subject to the proviso to this definition of "Debt," performance bonds,
performance guaranties, letters of credit, bank guaranties and similar
instruments shall not constitute Debt of such Person to the extent that the
outstanding reimbursement obligations of such Person in respect thereof are
collateralized by cash or cash equivalents, which cash or cash equivalents would
not be reflected as assets on a balance sheet of such Person prepared in
accordance with generally accepted accounting principles), (iii) all obligations
of such Person to pay the deferred purchase price of property or services
recorded on the books of such Person, except for (a) trade and similar accounts
payable and accrued expenses arising in the ordinary course of business, and (b)
employee compensation and pension obligations, and other obligations arising
from employee benefit programs and agreements or other similar employment
arrangements, (iv) all obligations of such Person as lessee which are
capitalized on the books of such Person in accordance with generally accepted
accounting principles, (v) all Debt secured by a Lien on any asset of such
Person, whether or not such Debt is otherwise an obligation of such Person, and
(vi) all Debt of others Guaranteed by such Person; PROVIDED, HOWEVER, that Debt
shall not include:

                        (A)   contingent reimbursement obligations in respect of
                              performance bonds, performance guaranties, bank
                              guaranties or letters of credit issued in lieu of
                              performance bonds or performance guaranties or
                              similar instruments, in each case, incurred by
                              such Person in the ordinary course of business;

                        (B)   contingent reimbursement obligations in respect of
                              trade letters of credit, or similar instruments,
                              in each



                                       5
<PAGE>

                              case, incurred by such Person in the ordinary
                              course of business; or

                        (C)   contingent reimbursement obligations in respect of
                              standby letters of credit or similar instruments
                              securing self-insurance obligations of such
                              Person;

in each case, so long as the underlying obligation supported thereby does not
itself constitute Debt.

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

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

      "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.

      "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent.

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

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



                                       6
<PAGE>

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

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

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

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

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

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

         "EURO-DOLLAR RATE" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

         "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "EUROCURRENCY LIABILITIES" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Lender to
United States residents).

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

         "EXISTING AGREEMENT" means the Extendible 364-Day Credit Agreement
dated as of February 13, 1998, among the Borrower, the banks listed therein and
Morgan Guaranty Trust Company of New York, as agent for such banks, as amended
to the Effective Date.



                                       7
<PAGE>

         "EXISTING TYCO US DEBT" means publicly held and privately placed debt
securities of Tyco US outstanding at December 22, 1997.

         "FACILITY FEE RATE" means a rate per annum determined daily in
accordance with the Pricing Schedule.

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

         "FINANCING DOCUMENTS" means this Agreement, the Subsidiary Guarantees
and the Promissory Notes.

         "FIXED RATE LOANS" means Euro-Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant
to Section 8.01(a)) or any combination of the foregoing.

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

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

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



                                       8
<PAGE>

purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the holder of such Debt of the payment
thereof or to protect such holder against loss in respect thereof (in whole or
in part), PROVIDED that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

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

         "GUARANTOR'S 2000 FORM 10-K" means the Guarantor's annual report on
Form 10-K for the fiscal year ended September 30, 2000, as filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

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

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

         "INDENTURE" means the Indenture dated as of April 23, 1998 among the
Borrower, the Guarantor and The Bank of New York, as Trustee, as amended or
supplemented from time to time.

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

         "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter (or such other
period of time as may at the time be mutually agreed by the Borrower and the
Banks), as the Borrower may elect in such notice; PROVIDED that:

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



                                       9
<PAGE>

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

          (2) with respect to each Money Market LIBOR Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such whole number of months thereafter as the Borrower may
elect in accordance with Section 2.03; PROVIDED that:

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

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

          (3) with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 7 days)
as the Borrower may elect in accordance with Section 2.03; PROVIDED that any
Interest Period which would otherwise end on a day which is not a Euro-Dollar
Business Day shall be extended to the next succeeding Euro-Dollar Business Day;
and

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

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

         "LIBOR AUCTION" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.



                                       10
<PAGE>

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Guarantor or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement (other than an operating lease)
relating to such asset.

         "LOAN" means a Committed Loan or a Money Market Loan and "LOANS" means
Committed Loans or Money Market Loans or any combination of the foregoing.

         "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.07(b).

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, consolidated financial position or consolidated results of operations
of the Guarantor and its Consolidated Subsidiaries, considered as a whole, (ii)
the ability of the Obligors to perform their obligations under the Financing
Documents, or (iii) the rights and remedies of the Agent or any Bank under the
Financing Documents.

         "MATERIAL DEBT" means Debt (other than (i) any Guarantee by the
Guarantor of Debt of a Subsidiary, (ii) any Guarantee by a Subsidiary of Debt of
the Guarantor or another Subsidiary, (iii) any Debt of the Guarantor owed to a
Wholly-Owned Consolidated Subsidiary or (for so long as TyCom Ltd. is a
Consolidated Subsidiary) to TyCom Ltd. or one of its Wholly-Owned Consolidated
Subsidiaries or (iv) any Debt of a Subsidiary owed to the Guarantor, to a
Wholly-Owned Consolidated Subsidiary or (for so long as TyCom Ltd. is a
Consolidated Subsidiary) to TyCom Ltd. or one of its Wholly-Owned Consolidated
Subsidiaries) of the Guarantor and/or one or more of its Subsidiaries, arising
in one or more related or unrelated transactions, in an aggregate outstanding
principal amount exceeding $50,000,000.

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

         "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section
2.03(d).

         "MONEY MARKET ABSOLUTE RATE LOAN" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

         "MONEY MARKET BORROWING" has the meaning set forth in Section 1.03.



                                       11
<PAGE>

         "MONEY MARKET LENDING OFFICE" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; PROVIDED that any Bank may from time to time by notice to the
Borrower and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

         "MONEY MARKET LIBOR LOAN" means a loan to be made by a Bank pursuant to
a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01(a)).

         "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

         "MONEY MARKET MARGIN" has the meaning set forth in Section 2.03(d).

         "MONEY MARKET QUOTE" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

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

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

         "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined
in Section 2.02 or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).

         "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.16.

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

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



                                       12
<PAGE>

         "PARTICIPANT" has the meaning set forth in Section 9.06(b).

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

         "PERMITTED ACQUIRED DEBT" means Acquired Debt of a Person which:

          (a) remains outstanding no more than 180 days after the date such
Person becomes a Subsidiary or merges into a Subsidiary (the "ACQUISITION
DATE"); OR

          (b) remains outstanding more than 180 days after the Acquisition Date,
but only if (x) 180 days after the Acquisition Date, the senior unsecured debt
of the Borrower is rated at least BBB- by S&P or Baa3 by Moody's, (y) such
Acquired Debt by its terms is not callable or redeemable prior to its stated
maturity within 180 days after the Acquisition Date and (z) such Person in good
faith has made or caused to be made an offer to acquire all such Acquired Debt,
including, without limitation, an offer to exchange such Acquired Debt for
securities of the Borrower, on terms which, in the opinion of an independent
investment banking firm of national reputation and standing, are consistent with
market practices in existence at the time for offers of a similar nature,
PROVIDED that the expiration date of any such offer shall not be later than the
180 days after the Acquisition Date, and PROVIDED FURTHER that if Acquired Debt
which becomes Permitted Acquired Debt under this clause (b) thereafter becomes
callable or redeemable prior to its stated maturity, such Acquired Debt shall
cease to be Permitted Acquired Debt under this clause (b) 90 days after it
becomes so callable or redeemable; OR

          (c) remains outstanding more than 180 days after the Acquisition Date
and is not Permitted Acquired Debt under clause (b), but only if and to the
extent that the aggregate outstanding principal amount of Permitted Acquired
Debt under this clause (c) at no time exceeds 5% of the Consolidated Tangible
Assets of the Guarantor.

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



                                       13
<PAGE>

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

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

         "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

         "PRIME RATE" means the rate of interest publicly announced by The Chase
Manhattan Bank in New York City from time to time as its Prime Rate.

         "PRINCIPAL OBLIGOR" means the Borrower or the Guarantor.

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

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

         "QUARTERLY PAYMENT DATES" means each March 31, June 30, September 30
and December 31.

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

         "REFERENCE BANKS" means the principal London offices of The Chase
Manhattan Bank, Bank of America, N.A., Commerzbank AG and Citibank, N.A.

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

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

         "REQUIRED BANKS" means at any time Banks having at least 51% of the
aggregate amount of the Commitments at such time or, if the Commitments shall



                                       14
<PAGE>

have terminated, holding at least 51% of the aggregate unpaid amount of the
Loans at such time.

         "RESPONSIBLE OFFICER" means any of the following: (i) the Chairman,
President, Vice President and Chief Financial Officer, Treasurer and Secretary
of the Guarantor or (ii) the Chairman, President, Vice President and Chief
Financial Officer, Treasurer or Secretary of the Borrower or a Managing Director
of the Borrower.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution on
any shares of the Guarantor's capital stock (except to the extent such dividends
and distributions are payable in shares of its capital stock or Stock
Equivalents) or (ii) any payment (except to the extent payable in shares of the
Guarantor's capital stock or Stock Equivalents) on account of the purchase,
redemption, retirement or acquisition of (a) any shares of the Guarantor's
capital stock or (b) any option, warrant or other right to acquire shares of the
Guarantor's capital stock.

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

         "SIGNIFICANT SUBSIDIARY" means, at any date, (A) any Consolidated
Subsidiary which, including its consolidated subsidiaries, meets any of the
following conditions:

                           (i) the proportionate share attributable to such
                  Consolidated Subsidiary of the total assets of the Guarantor
                  and its Consolidated Subsidiaries (after intercompany
                  eliminations) exceeds 15% of the total assets of the Guarantor
                  and the Consolidated Subsidiaries, determined on a
                  consolidated basis as of the end of the most recently
                  completed fiscal year; or

                          (ii) the Guarantor's and its Consolidated
                  Subsidiaries' equity in the income of such Consolidated
                  Subsidiary from continuing operations before income taxes,
                  extraordinary items and cumulative effect of a change in
                  accounting principle exceeds 15% of such income of the
                  Guarantor and its Consolidated Subsidiaries, determined on a
                  consolidated basis for the most recently completed fiscal
                  year; and

         (B) any other Subsidiary which is an Obligor.

         "STOCK EQUIVALENTS" means, with respect to any Person, options,
warrants, calls or other rights entered into or issued by such Person to acquire
any capital



                                       15
<PAGE>

stock or equity securities of, or other ownership interests in, or securities
convertible into or exchangeable for, capital stock or equity securities of, or
other ownership interests in, such Person.

         "SUBSIDIARY" means, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person; unless otherwise specified, Subsidiary means a Subsidiary of the
Guarantor.

         "SUBSIDIARY GUARANTEE" means a Guarantee entered into by a Subsidiary
substantially in the form of Exhibit J hereto.

         "SUBSIDIARY GUARANTOR" means, at any time, a Subsidiary which at or
prior to such time shall have delivered to the Agent (i) a Subsidiary Guarantee
duly executed by such Subsidiary, which Subsidiary Guarantee has not terminated
in accordance with its terms, (ii) an opinion of counsel for such Subsidiary
(which counsel may be an employee of the Guarantor or such Subsidiary)
reasonably satisfactory to the Agent with respect to such Subsidiary Guarantee,
substantially in the form of Exhibit K hereto and covering such additional
matters relating to such Subsidiary Guarantee as the Agent may reasonably
request and (iii) all documents the Agent may reasonably request relating to the
existence of such Subsidiary, the corporate authority for and the validity of
such Subsidiary Guarantee, and any other matters reasonably determined by the
Agent to be relevant thereto, all in form and substance reasonably satisfactory
to the Agent.

         "TERMINATION DATE" means February 6, 2006, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

         "TYCO US" means Tyco International (US) Inc., a Massachusetts
corporation, and its successors.

         "TYCOLUX DEBT SECURITIES" means any unsecured debt securities issued by
the Borrower pursuant to the Indenture.

         "TYPE" has the meaning specified in Section 1.03.

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



                                       16
<PAGE>

potential liability of a member of the ERISA Group to the PBGC or to any other
Person under Title IV of ERISA

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

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

         SECTION 1.2. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with United
States generally accepted accounting principles as in effect from time to time,
applied on a basis consistent (except for changes concurred in by the
Guarantor's independent public accountants) with the then most recent audited
consolidated financial statements of the Guarantor and its Consolidated
Subsidiaries delivered to the Banks; PROVIDED that, if either (i) the Guarantor
notifies the Agent that the Guarantor wishes to eliminate the effect of any
change in generally accepted accounting principles on the operation of any
covenant contained in Article 5 or (ii) the Agent notifies the Guarantor that it
wishes to effect such an elimination, then the Guarantor's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either (A) such notice is
withdrawn by the party giving such notice or (B) such covenant is amended in a
manner satisfactory to the Guarantor and the Agent to reflect such change in
generally accepted accounting principles.

         SECTION 1.3. CLASSES AND TYPES OF LOANS AND BORROWINGS. The term
"BORROWING" denotes the aggregation of Loans of one or more Banks to be made to
the Borrower pursuant to Article 2 on the same date, all of which Loans are of
the same Class and Type (subject to Article 8) and, in the case of Euro-Dollar
Loans, have the same initial Interest Period. Loans hereunder are distinguished
by "CLASS" and by "TYPE". The "CLASS" of a Loan (or of a Borrowing comprised of
such Loans) refers to the determination whether such Loan is a Money Market Loan
or a Committed Loan. The "TYPE" of a Loan refers to the determination whether a
Committed Loan is a Euro-Dollar Loan or a Base Rate Loan, each of which
constitutes a "TYPE".


                                       17
<PAGE>


                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.1. COMMITMENTS TO LEND. (a REVOLVING CREDIT LOANS. Each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans to the Borrower pursuant to this Section 2.01 from time to time prior
to the Termination Date in amounts such that the aggregate amount of Committed
Loans by such Bank at any one time outstanding shall not exceed the amount of
its Commitment. Within the foregoing limits, the Borrower may borrow under this
Section, repay or, to the extent permitted by Section 2.11, prepay Loans and
reborrow at any time prior to the Termination Date under this Section 2.01.

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

         SECTION 2.2. NOTICE OF COMMITTED BORROWING. The Borrower shall give the
Agent notice (a "NOTICE OF COMMITTED Borrowing") not later than 10:30 A.M. (New
York City time) on (1) the date of each Base Rate Borrowing and (2) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying

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

                 (ii) the aggregate amount of such Borrowing;

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

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

         SECTION 2.3.  THE MONEY MARKET BORROWINGS.

          (a) THE MONEY MARKET OPTION. In addition to Committed Borrowings
pursuant to Section 2.01, the Borrower may, as set forth in this Section,
request the Banks, at any time prior to the Termination Date, to make offers to
make Money Market Loans to the Borrower. The Banks may, but shall have no




                                       18
<PAGE>

obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section.

          (b) MONEY MARKET QUOTE REQUEST. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later than
10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day next preceding the date of Borrowing proposed therein,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective), specifying:

                  (i) the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                 (ii) the aggregate amount of such Borrowing, which shall be
         $10,000,000 or a larger multiple of $1,000,000,

                (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period, and

                 (iv) whether the Money Market Quotes requested are to set forth
         a Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

          (c) INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

          (d) SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES. (i) Each Bank may,
in its sole discretion, submit a Money Market Quote containing an offer or



                                       19
<PAGE>

offers to make Money Market Loans in response to any Invitation for Money Market
Quotes. Each Money Market Quote must comply with the requirements of this
subsection 2.03(d) and must be submitted to the Agent by telex or facsimile
transmission at its address specified in or pursuant to Section 9.01 not later
than (x) 2:00 P.M. (New York City time) on the fourth Euro-Dollar Business Day
prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y)
9:30 A.M. (New York City time) on the proposed date of Borrowing, in the case of
an Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective); PROVIDED that Money Market Quotes submitted by the Agent (or any
affiliate of the Agent) in the capacity of a Bank may be submitted, and may only
be submitted, if the Agent or such affiliate notifies the Borrower of the terms
of the offer or offers contained therein not later than (x) one hour prior to
the deadline for the other Banks, in the case of a LIBOR Auction or (y) 15
minutes prior to the deadline for the other Banks, in the case of an Absolute
Rate Auction. Subject to Articles 3 and 6, any Money Market Quote so made shall
be irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.

                 (ii) Each Money Market Quote shall be in substantially the form
         of Exhibit D hereto and shall in any case specify:

                        (A) the proposed date of Borrowing and the Interest
                  Period therefor,

                        (B) the principal amount of the Money Market Loan for
                  which each such offer is being made, which principal amount
                  (w) may be greater than or less than the Commitment of the
                  quoting Bank, (x) must be $5,000,000 or a larger multiple of
                  $1,000,000, (y) may not exceed the principal amount of Money
                  Market Loans for which offers were requested and (z) may be
                  subject to an aggregate limitation as to the principal amount
                  of Money Market Loans for which offers being made by such
                  quoting Bank may be accepted,

                        (C) in the case of a LIBOR Auction, the margin above or
                  below the applicable London Interbank Offered Rate (the "MONEY
                  MARKET MARGIN") offered for each such Money Market Loan,
                  expressed as a percentage (specified to the nearest 1/10,000th
                  of 1%) to be added to or subtracted from the applicable London
                  Interbank Offered Rate,


                                       20
<PAGE>

                        (D) in the case of an Absolute Rate Auction, the rate of
                  interest per annum (specified to the nearest 1/10,000th of 1%)
                  (the "MONEY MARKET ABSOLUTE RATE") offered for each such Money
                  Market Loan, and

                        (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

         (iii)  Any Money Market Quote shall be disregarded if it:

                        (A) is not substantially in conformity with Exhibit D
                  hereto or does not specify all of the information required by
                  subsection 2.03(d)(ii);

                        (B) contains qualifying, conditional or similar
                  language;

                        (C) proposes terms other than or in addition to those
                  set forth in the applicable Invitation for Money Market
                  Quotes; or

                        (D) arrives after the time set forth in subsection
                  2.03(d)(i).

          (e) NOTICE TO BORROWER. The Agent shall promptly notify the Borrower
of the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection 2.03(d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall specify
(A) the aggregate principal amount of Money Market Loans for which offers have
been received for each Interest Period specified in the related Money Market
Quote Request, (B) the respective principal amounts and Money Market Margins or
Money Market Absolute Rates, as the case may be, so offered and (C) if
applicable, limitations on the aggregate principal amount of Money Market Loans
for which offers in any single Money Market Quote may be accepted.

          (f) ACCEPTANCE AND NOTICE BY BORROWER. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed



                                       21
<PAGE>

and shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), the Borrower shall notify the Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to
subsection 2.03(e) (and the failure of the Borrower to give such notice by such
time shall constitute non-acceptance) and the Agent shall promptly notify each
affected Bank. In the case of acceptance, such notice (a "NOTICE OF MONEY MARKET
BORROWING") shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. The Borrower may, but shall not be obligated
to, accept any Money Market Quote in whole or in part; PROVIDED that:

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request,

                  (ii) the principal amount of each Money Market Borrowing must
         be $10,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis of
         ascending order of Money Market Margins or Money Market Absolute Rates,
         as the case may be, in each case beginning with the lowest rate so
         offered, and

                   (iv) the Borrower may not accept any offer where the Agent
          has advised the Borrower that such offer is described in subsection
          2.03(d)(iii) or that otherwise fails to comply with the requirements
          of this Agreement.

          (g) ALLOCATION BY AGENT. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Agent among such Banks as nearly as possible (in multiples of
$1,000,000, as the Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers. Determinations by the Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

         SECTION 2.4.  NOTICE TO BANKS; FUNDING OF LOANS.

          (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly
notify each Bank of the contents thereof and of such Bank's share (if any) of
such Borrowing and such Notice of Borrowing shall not thereafter be revocable by
the Borrower.



                                       22
<PAGE>

          (b) On the date of each Borrowing, each Bank shall make available its
ratable share of such Borrowing, not later than 2:00 P.M. (New York City time),
in Federal or other funds immediately available in New York City, to the Agent
at its office specified in or pursuant to Section 9.01.

Unless the Agent determines that any applicable condition specified in Article 3
has not been satisfied or waived in accordance with Section 9.05, the Agent will
make the funds so received from the Banks available to the Borrower no later
than 3:00 P.M. (New York City time) on such date, in Federal or other funds
immediately available in New York City, as directed by the Borrower.

          (c) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.04 and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and, if such Bank shall not have
paid such amount to the Agent within two Domestic Business Days of the Agent's
demand therefor, the Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent, at the Federal Funds Rate. If such Bank shall
repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

          (d) The failure of any Bank to make any Loan to be made by it on the
date specified therefor shall not relieve any other Bank of any obligation to
make a Loan on such date.

         SECTION 2.5. PROMISSORY NOTES. (a) Each Bank may, by notice to the
Borrower and the Agent, request (i) that its Loans be evidenced by a single
Promissory Note payable to the order of such Bank for the account of its
Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Bank's Loans or (ii) that its Loans of a particular Type or Class
be evidenced by a separate Promissory Note in an amount equal to the aggregate
unpaid principal amount of such Loans. Each such Promissory Note shall be in
substantially the form of Exhibit A hereto with appropriate modifications to
reflect the fact that it evidences solely Loans of the relevant Type or Class.
Each reference in this Agreement to the "Promissory Note" of such Bank shall be
deemed to refer to and include any or all of such Promissory Notes, as the
context may require.



                                       23
<PAGE>

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

          SECTION 2.6. MATURITY OF LOANS. (a) Each Committed Loan shall mature,
and the principal amount thereof shall be due and payable (together with
interest accrued thereon), on the Termination Date.

          (b) Each Money Market Loan included in any Money Market Borrowing
shall mature, and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the last day of the Interest Period
applicable to such Borrowing.

         SECTION 2.7. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for each such day. Such interest shall be payable at maturity, quarterly in
arrears on each Quarterly Payment Date prior to maturity and, with respect to
the principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on
the date such amount is so converted. Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand, for each day from and
including the date payment thereof was due to but excluding the date of actual
payment, at a rate per annum equal to the sum of 2% plus the rate otherwise
applicable to Base Rate Loans for each such day.

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

         The "LONDON INTERBANK OFFERED RATE" applicable to any Euro-Dollar Loan
for any Interest Period means the rate appearing on the Screen at approximately
11:00 a.m., London time, on the Rate Fixing Date as the rate for



                                       24
<PAGE>

deposits in dollars with a maturity comparable to such Interest Period. If no
rate appears on the Screen for the necessary period, then the "London Interbank
Offered Rate" with respect to such Euro-Dollar Loan for such Interest Period
shall be the rate at which deposits of that amount with a maturity comparable to
such Interest Period are offered by the principal London office of the Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, on the Rate Fixing Date.

         The "SCREEN" means Telerate Page 3750. The Agent may nominate an
alternative source of screen rates if this page is replaced by another which
displays rates for inter-bank deposits offered by leading banks in London.

         "RATE FIXING DATE" means two Euro-Dollar Business Days before the first
day of such Interest Period.

         (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 2% plus the higher of (i) the sum of the
Euro-Dollar Margin for such day plus the London Interbank Offered Rate
applicable to such Loan on the day before such payment was due and (ii) the
Euro-Dollar Margin for such day plus the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (x) the average (rounded
upward, if necessary, to the next higher 1/16 of 1%) of the respective rates per
annum at which one day (or, if such amount due remains unpaid more than three
Euro-Dollar Business Days, then for such other period of time not longer than
six months as the Agent may select) deposits in dollars in an amount
approximately equal to such overdue payment due to each of the Reference Banks
are offered to such Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar
Reserve Percentage (or, if the circumstances described in subsection (a) or (b)
of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the
rate applicable to Base Rate Loans for such day).

          (d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for each day during
the Interest Period applicable thereto, at a rate per annum equal to the sum of
the London Interbank Offered Rate for such Interest Period (determined in
accordance with Section 2.07(b) as if the related Money Market LIBOR Borrowing
were a Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by
the Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for each day during the Interest Period applicable thereto, at a rate
per annum equal to the Money Market Absolute Rate quoted by the Bank making



                                       25
<PAGE>

such Loan in accordance with Section 2.03. Such interest shall be payable for
each Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first day
thereof. Any overdue principal of or interest on any Money Market Loan shall
bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 2% plus the Base Rate for each such day.

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

          (f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.

         SECTION 2.8. FACILITY FEE. (a) The Borrower shall pay to the Agent for
the account of the Banks ratably a facility fee at the Facility Fee Rate. Such
facility fee shall accrue (i) from and including the date hereof to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused) and (ii) from and including the Termination Date (or
earlier date of termination of the Commitments in their entirety) to but
excluding the date the Loans shall be repaid in their entirety, on the daily
aggregate outstanding amount of the Loans.

          (b) Accrued fees under this Section shall be payable quarterly in
arrears on each Quarterly Payment Date and upon the date of termination of the
Commitments in their entirety (and, if later, the date the Loans shall be repaid
in their entirety).

         SECTION 2.9. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon at least three Domestic Business Days' notice to the Agent,
(i) terminate the Commitments at any time, if no Loans are outstanding at such
time or (ii) ratably reduce from time to time by an aggregate amount of
$10,000,000 or any larger multiple thereof, the aggregate amount of the
Commitments in excess of the aggregate outstanding amount of the Loans. Promptly
after receiving a notice pursuant to this Section, the Agent shall notify each
Bank of the contents thereof.



                                       26
<PAGE>

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

         SECTION 2.11. OPTIONAL PREPAYMENTS. (a) Subject in the case of
Euro-Dollar Loans to Section 2.13, the Borrower may upon notice to the Agent not
later than 10:30 A.M. (New York City time) (i) on the Domestic Business Day
preceding the date of prepayment of any Group of Base Rate Loans (or any Money
Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01) or
(ii) the third Euro-Dollar Business Day before the date of prepayment of any
Group of Euro-Dollar Loans, prepay any such Group (or Borrowing), in each case
in whole at any time, or from time to time in part in amounts aggregating
$10,000,000 or a larger multiple of $1,000,000, by paying the principal amount
to be prepaid together with accrued interest thereon to but not including the
date of prepayment. Each such optional prepayment shall be applied to prepay
ratably the Loans of the several Banks included in such Group of Loans (or such
Money Market Borrowing).

          (b) Except as provided in Section 2.11(a), the Borrower may not prepay
all or any portion of the principal amount of any Money Market Loan prior to the
maturity thereof.

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

         SECTION 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Obligors shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder not later than 2:00 P.M. (New York City time) on the date when due, in
Federal or other funds immediately available in New York City, to the Agent at
its address specified in or pursuant to Section 9.01. The Agent will promptly
distribute to each Bank its ratable share of each such payment received by the
Agent for the respective accounts of the Banks. Whenever any payment of
principal of, or interest on, the Base Rate Loans or of fees shall be due on a
day which is not a Domestic Business Day, the date for payment thereof shall be
extended to the next succeeding Domestic Business Day. Whenever any



                                       27
<PAGE>

payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case the date
for payment thereof shall be the next preceding Euro-Dollar Business Day.
Whenever any payment of principal of, or interest on, the Money Market Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day. If the date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time.

         (b) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Agent, at the Federal Funds Rate.

         SECTION 2.13. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to Article 2, 6 or 8 (other than Section
8.02)) on any day other than the last day of an Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.07(d), or if the Borrower fails to borrow, prepay, convert or continue any
Fixed Rate Loans after notice has been given to any Bank in accordance with
Section 2.04(a), 2.11(c) or 2.16 (other than as a result of default by such
Bank), the Borrower shall reimburse each Bank within 15 days after written
demand for any resulting loss or expense reasonably incurred by it (or by an
existing or prospective Participant in the related Loan) in obtaining,
liquidating or employing deposits or other funds from third parties, but
excluding loss of margin for the period after any such payment or conversion or
failure to borrow, prepay, convert or continue; PROVIDED that such Bank shall
have delivered to the Borrower a certificate specifying in reasonable detail the
calculation of, and the reasons for, the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

         SECTION 2.14. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

         SECTION 2.15. REGULATION D COMPENSATION. Each Bank may require the
Borrower to pay, contemporaneously with each payment of interest on the
Euro-



                                       28
<PAGE>

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

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

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

                 (ii) if such Loans are Euro-Dollar Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans or elect to continue
         such Loans as Euro-Dollar Loans for an additional Interest Period,
         subject to Section 2.13 if any such conversion is effective on any day
         other than the last day of an Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Agent not later than 10:30 A.M. (New York City time) on
the third Euro-Dollar Business Day before the conversion or continuation
selected in such notice is to be effective. A Notice of Interest Rate Election
may, if it so specifies, apply to only a portion of the aggregate principal
amount of the relevant Group of Loans; PROVIDED that (i) such portion is
allocated ratably among the Loans comprising such Group and (ii) the portion to
which such Notice applies, and the remaining portion to which it does not apply,
are each at least $10,000,000 (unless such portion is comprised of Base Rate
Loans). If no such notice is timely received before the end of an Interest
Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have
elected that such Group of Loans be converted to Base Rate Loans at the end of
such Interest Period.

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



                                       29
<PAGE>

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

                  (ii) the date on which the conversion or continuation selected
            in such notice is to be effective, which shall comply with the
            applicable clause of subsection 2.16(a) above;

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

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

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

          (c) Promptly after receiving a Notice of Interest Rate Election from
the Borrower pursuant to subsection (a) above, the Agent shall notify each Bank
of the contents thereof and such notice shall not thereafter be revocable by the
Borrower.

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



                                    ARTICLE 3

                                   CONDITIONS

         SECTION 3.1. EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 9.05):

          (a) receipt by the Agent of counterparts hereof signed by each of the
parties hereto (or, in the case of any party as to which an executed counterpart
shall not have been received, receipt by the Agent in form satisfactory to it of



                                       30
<PAGE>

telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party);

          (b) receipt by the Agent of an opinion of each of (i) Mark A. Belnick,
Executive Vice President and Chief Corporate Counsel of the Guarantor,
substantially in the form of Exhibit E hereto, (ii) Beghin & Feider in
association with Allen & Overy, special Luxembourg counsel for the Borrower,
substantially in the form of Exhibit F hereto and (iii) Appleby, Spurling &
Kempe, special Bermuda counsel for the Guarantor, substantially in the form of
Exhibit G hereto;

          (c) receipt by the Agent of an opinion of Davis Polk & Wardwell,
special counsel for the Agent, substantially in the form of Exhibit H hereto and
covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

          (d) receipt by the Agent of all documents the Agent may reasonably
request relating to the existence of the Borrower and the Guarantor, the
corporate authority for and the validity of this Agreement and the Promissory
Notes, and any other matters reasonably determined by the Agent to be relevant
hereto, all in form and substance reasonably satisfactory to the Agent;

          (e) arrangements satisfactory to the Agent shall have been made for
the payment of all principal of any loans outstanding under, and all accrued
interest and fees under, the Existing Agreement; and

          (f) arrangements satisfactory to the Agent shall have been made for
the payment of participation fees for the account of the Banks in the respective
amounts heretofore mutually agreed;

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
February 9, 2001. The Agent shall promptly notify the Borrower, each Bank and
each other party to the Existing Agreement of the Effective Date, and such
notice shall be conclusive and binding on all parties to the Financing
Documents.

          SECTION 3.2. EXISTING AGREEMENT. (a) On the Effective Date, the
commitments under the Existing Agreement shall terminate, without further action
by any party thereto.

          (b) The Banks which are parties to the Existing Agreement, comprising
the "Required Banks" as defined therein, hereby waive any requirement of notice
of termination of the commitments pursuant to Section 2.09 of the Existing
Agreement and of prepayment of Loans to the extent necessary to give effect to



                                       31
<PAGE>

the subsections 3.01(e) and 3.02(a), PROVIDED that any such prepayment of Loans
shall be subject to Section 2.13 of the Existing Agreement.

      SECTION 3.3. BORROWINGS. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction (or waiver in
accordance with Section 9.05) of the following conditions:

      (a) receipt by the Agent of a Notice of Borrowing as required by Section
2.02 or 2.03, as the case may be;

      (b) the fact that, immediately after such Borrowing, the aggregate
outstanding amount of the Loans will not exceed the aggregate amount of the
Commitments;

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

      (d) the fact that the representations and warranties of each Obligor
contained in the Financing Documents (except the representations and warranties
set forth in Section 4.04, which are made only as of the date hereof) shall be
true in all material respects on and as of the date of such Borrowing.

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



                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES

         Each Principal Obligor represents and warrants to the Agent and the
Banks that:

         SECTION 4.1. CORPORATE EXISTENCE AND POWER. Each Principal Obligor is a
company duly organized and validly existing under the laws of its jurisdiction
of organization. Each Principal Obligor has all corporate powers and all
governmental licenses, authorizations, consents and approvals (collectively, the
"CONSENTS") required to carry on its business as now conducted, other than those
powers and Consents, the failure of which to be possessed or obtained could not,
based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect.


                                       32
<PAGE>

         SECTION 4.2. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by each Principal Obligor
of this Agreement and the Promissory Notes: (a) are within its corporate powers;
(b) have been duly authorized by all necessary corporate action on its part; (c)
require no action by or in respect of, or filing with, any governmental body,
agency or official, in each case, on its part; and (d) do not contravene, or
constitute a default under, any provision of (i) applicable law or regulation,
(ii) its organizational documents, or (iii) any agreement or instrument
evidencing or governing debt of such Principal Obligor or any other material
agreement, judgment, injunction, order, decree or other instrument binding upon
such Principal Obligor.

         SECTION 4.3. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of such Principal Obligor and the Promissory Notes, when
executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower.

         SECTION 4.4. FINANCIAL INFORMATION. (a) The consolidated balance sheet
of the Guarantor and its Consolidated Subsidiaries as of September 30, 2000 and
the related consolidated statements of income, of shareholders' equity and of
cash flows for the fiscal year then ended, reported on by PriceWaterhouseCoopers
LLP and set forth in the Guarantor's 2000 Form 10-K, a copy of which has been
delivered to each of the Banks, fairly present, in conformity with generally
accepted accounting principles, the consolidated financial position of the
Guarantor and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such period.

          (b) Since September 30, 2000 there has been no material adverse
condition or material adverse change in or affecting the business, operations,
property or condition (financial or otherwise) of the Guarantor and its
Consolidated Subsidiaries, considered as a whole.

         SECTION 4.5. LITIGATION. There is no action, suit or proceeding pending
against, or to the knowledge of the Guarantor threatened against or affecting,
the Guarantor or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility
of an adverse decision which could, based upon the facts and circumstances in
existence at the time this representation and warranty is made or deemed made,
reasonably be expected to have a Material Adverse Effect or which in any manner
draws into question the validity of the Financing Documents.

         SECTION 4.6. COMPLIANCE WITH ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in



                                       33
<PAGE>

compliance, except where the failure to so comply could not, based upon the
facts and circumstances in existence at the time this representation and
warranty is made or deemed made, reasonably be expected to have a Material
Adverse Effect, with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any required
contribution or payment to any Plan or Multiemployer Plan, or made any amendment
to any Plan, which has resulted in or could, based upon the facts and
circumstances in existence at the time this representation and warranty is made
or deemed made, reasonably be expected to result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Internal Revenue Code
or (iii) incurred any liability under Title IV of ERISA (other than a liability
to the PBGC for premiums under Section 4007 of ERISA), which could, based upon
the facts and circumstances existing at the time this representation and
warranty is made or deemed made, reasonably be expected to have a Material
Adverse Effect.

         SECTION 4.7. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Guarantor conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Guarantor
and its Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs (including, without limitation, any capital or
operating expenditures required for clean-up or closure of properties presently
or previously owned, any capital or operating expenditures required to achieve
or maintain compliance with environmental protection standards imposed by law or
as a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted thereat, any costs or liabilities in connection with off-site disposal
of wastes or Hazardous Substances, and any actual or potential liabilities to
third parties, including employees, and any related costs and expenses). On the
basis of this review, the Guarantor has reasonably concluded that such
associated liabilities and costs, including the costs of compliance with
Environmental Laws, could not, based upon the facts and circumstances existing
at the time this representation and warranty is made or deemed made, reasonably
be expected to have a Material Adverse Effect.

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



                                       34
<PAGE>

         SECTION 4.9. SUBSIDIARIES. Each of the Guarantor's Consolidated
Subsidiaries is duly organized, validly existing and (to the extent such concept
is applicable to it) in good standing under the laws of its jurisdiction of
organization, except where the failure to be so organized, existing or in good
standing could not, based upon the facts and circumstances existing at the time
this representation and warranty is made or deemed made, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has all legal powers and
all Consents required to carry on its business as now conducted, other than
those powers and Consents, the failure of which to be possessed or obtained
could not, based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect.

         SECTION 4.10. NOT AN INVESTMENT COMPANY. Neither Principal Obligor is
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

         SECTION 4.11. FULL DISCLOSURE. All information heretofore furnished by
or on behalf of the Obligors to the Agent in connection with this Agreement does
not contain any untrue statement of material fact or omit to state any material
fact necessary to make the statements contained herein or therein, in light of
the circumstances under which they were made, not misleading.

         SECTION 4.12. OBLIGATIONS TO BE PARI PASSU. The obligations of each
Principal Obligor under this Agreement rank PARI PASSU as to priority of payment
and in all other respects with all other unsecured and unsubordinated
obligations of such Principal Obligor.



                                    ARTICLE 5

                                    COVENANTS

         The Guarantor agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under this Agreement or any Promissory Note
remains unpaid:

         SECTION 5.1. INFORMATION. The Guarantor will deliver to each of the
Banks:

          (a) as soon as available and in any event within 120 days after the
end of each fiscal year of the Guarantor, a consolidated balance sheet of the
Guarantor and its Consolidated Subsidiaries as of the end of such fiscal year
and the related



                                       35
<PAGE>

consolidated statements of income, of shareholders' equity and of cash flows for
such fiscal year, setting forth, in each case in comparative form, the figures
for the previous fiscal year, such consolidated statements to be reported on by
PriceWaterhouseCoopers LLP or other independent public accountants of
internationally recognized standing in a manner complying with the applicable
rules and regulations promulgated by the Securities and Exchange Commission;

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

          (c) simultaneously with the delivery of each set of financial
statements referred to in subsections (a) and (b) above, a certificate on behalf
of the Guarantor signed by the chief financial officer, the chief accounting
officer or the treasurer of the Guarantor (i) setting forth in reasonable detail
the calculations required to establish whether the Guarantor was in compliance
with the requirements of Sections 5.08, 5.09, 5.10 and 5.13 on the date of such
financial statements and (ii) stating whether any Default exists on the date of
such certificate and, if any Default then exists, setting forth, in reasonable
detail, the nature thereof and the action which the Guarantor is taking or
proposes to take with respect thereto;

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

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


                                       36
<PAGE>

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

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

          (h) promptly following, and in any event within 10 days of, any
change in a Debt Rating by any Rating Agency, notice thereof; and

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

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

         SECTION 5.2. PAYMENT OF OBLIGATIONS. The Guarantor will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities, including,
without limitation, tax liabilities, except where (i) any such failure to so pay
or discharge could not, based upon the facts and circumstances in existence at
the time, reasonably be expected to have a Material Adverse Effect or (ii) such
liabilities or obligations may be contested in good faith by appropriate
proceedings. The Guarantor will maintain, and will cause each Subsidiary to
maintain, in accordance with generally accepted accounting principles,
appropriate reserves for the accrual of any of such liabilities or obligations.


                                       37
<PAGE>

         SECTION 5.3. MAINTENANCE OF PROPERTY; INSURANCE. (a) Except as
permitted by Section 5.04, the Guarantor will keep, and will cause each
Subsidiary to keep, all property necessary in its business in good working order
and condition, ordinary wear and tear excepted, unless the failure to so keep
could not, based upon the facts and circumstances existing at the time,
reasonably be expected to have a Material Adverse Effect.

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

         SECTION 5.4. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Guarantor (a) will not engage in any business other than the holding of stock
and other investments in its Subsidiaries and activities reasonably related
thereto, (b) will cause each Subsidiary to engage in business of the same
general type as now conducted by the Guarantor's Subsidiaries and reasonably
related extensions thereof, and (c) will preserve, renew and keep in full force
and effect, and will cause each Subsidiary to preserve, renew and keep in full
force and effect (x) their respective legal existence and (y) their respective
rights, privileges and franchises necessary or desirable in the normal conduct
of business, unless in the case of either the failure of the Guarantor to comply
with subclause (c) (y) of this Section 5.04 or the failure of a Subsidiary to
comply with clause (b) or (c) of this Section 5.04, such failure could not,
based upon the facts and circumstances existing at the time, reasonably be
expected to have a Material Adverse Effect; PROVIDED that nothing in this
Section 5.04 shall prohibit (i) the merger or consolidation of a Subsidiary
(other than the Borrower) with or into the Guarantor or a Wholly-Owned
Consolidated Subsidiary, (ii) the sale, lease, transfer, assignment or other
disposition by a Subsidiary (other than the Borrower) of all or any part of its
assets to the Guarantor or to a Wholly-Owned Consolidated Subsidiary, (iii) the
merger or consolidation of a Subsidiary (other than the Borrower) with or into a
Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if
the Person surviving such consolidation or merger is a Subsidiary and
immediately after giving effect thereto, no Default shall have occurred and be
continuing, (iv) the sale, lease, transfer, assignment or other disposition by a
Subsidiary (other than the Borrower) of all or any part of its assets to a
Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if
the Person to which such sale, lease, transfer, assignment or other disposition
is made is a Subsidiary



                                       38
<PAGE>

and immediately after giving effect thereto, no Guarantor Default shall have
occurred and be continuing, (v) any transaction permitted pursuant to Section
5.11 or (vi) the termination of the legal existence of any Subsidiary (other
than the Borrower) if the Guarantor in good faith determines that such
termination is in the best interest of the Guarantor and is not materially
disadvantageous to the Banks.

         SECTION 5.5. COMPLIANCE WITH LAWS. The Guarantor will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where (a) noncompliance therewith could not,
based upon the facts and circumstances in existence at the time, reasonably be
expected to have a Material Adverse Effect or (b) the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

         SECTION 5.6. INSPECTION OF PROPERTY, BOOKS AND RECORDS;
CONFIDENTIALITY. (a) The Guarantor will keep, and will cause each Subsidiary to
keep, proper books of record and account in which true and correct entries shall
be made of its business transactions and activities so that financial statements
that fairly present its business transactions and activities can be properly
prepared in accordance with generally accepted accounting principles.

          (b) The Guarantor will permit, and will cause each Subsidiary to
permit, representatives of any Bank at such Bank's expense to visit and inspect
any of their respective properties, to examine and make abstracts from any of
their respective books and records and to discuss their respective affairs,
finances and accounts with their respective officers, employees and independent
public accountants, all upon reasonable notice to the Guarantor, at such
reasonable times and as often as may reasonably be requested by any Bank.

          (c) Each Bank and the Agent shall, by its receipt of Confidential
Information (as defined below) pursuant to or in connection with this Agreement
or its exercise of any of its rights hereunder, be deemed to have agreed (on
behalf of itself and each of its affiliates, directors, officers, employees and
representatives) to (i) keep such information confidential, (ii) (except as
permitted by clause (iii) of this Section 5.06(c)) not disclose such information
to any Person other than an officer, director, employee, legal counsel,
independent auditor or authorized agent or advisor of the Agent or such Bank
needing to know such information (it being understood that any such officer,
director, employee, legal counsel, independent auditor or authorized agent or
advisor shall be informed by the Agent or such Bank of the confidential nature
of such information), (iii) not disclose such information to any Assignee or
Participant (or prospective Assignee or Participant), unless such Assignee or
Participant (or prospective Assignee or Participant) shall agree in writing to
be bound by the provisions of this Section



                                       39
<PAGE>

5.06(c) and (iv) not use any such information except for purposes relating to
this Agreement or the Notes. The term "CONFIDENTIAL INFORMATION" shall mean
non-public information furnished by or on behalf of the Guarantor or any of its
Subsidiaries to the Agent, any Bank or other Person exercising rights hereunder
or required to be bound hereby (collectively "RECIPIENTS"), but shall not
include any such information which (1) has become or hereafter becomes available
to the public other than as a result of a disclosure by a Recipient, or (2) has
become or hereafter becomes available to a Recipient, on a non-confidential
basis, from a source other than the Guarantor or any of its Subsidiaries (or any
of their respective representatives or agents) or any Recipient, which source,
to the knowledge of the Recipient, is not prohibited from disclosing such
information by a confidentiality agreement with, or other legal or fiduciary
obligation to, the Guarantor or its Subsidiaries.

         The restrictions set forth in the immediately preceding paragraph shall
not prevent the disclosure by a Recipient of any such information:

                              (A) with the prior written consent of the
                        Guarantor,

                              (B) at the request of a bank regulatory agency or
                        in connection with an examination by bank examiners,

                              (C) to a Bank Affiliate, or

                              (D) upon order of any court or administrative
                        agency of competent jurisdiction, to the extent required
                        by such order and not effectively stayed on appeal or
                        otherwise, or as otherwise required by law; PROVIDED
                        that in the case of any intended disclosure under this
                        clause (D), the Recipient shall (unless otherwise
                        required by applicable law) give the Guarantor not less
                        than five business days prior notice (or such shorter
                        period as may, in the good faith discretion of the
                        Recipient, be reasonable under the circumstances or may
                        be required by any court or agency under the
                        circumstances), specifying the Confidential Information
                        involved and stating such Recipient's intention to
                        disclose such Confidential Information (including the
                        manner and extent of such disclosure) in order to allow
                        the Guarantor an opportunity to seek an appropriate
                        protective order.

         Each Recipient shall agree that, in addition to all other remedies
available, the Guarantor shall be entitled to specific performance and
injunctive and other equitable relief as a remedy for any breach of this Section
5.06(c) by such Recipient.


                                       40
<PAGE>

         SECTION 5.7. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND
OTHER DISTRIBUTIONS. The Guarantor will not, and will not permit any Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (a) pay dividends or make any other distributions on its capital stock or any
other interest or participation in its profits, owned by the Guarantor or any
Subsidiary, or pay any Debt owed to the Guarantor or any Subsidiary, (b) make
loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its
properties or assets to the Guarantor or any Subsidiary, except for such
encumbrances or restrictions existing under or by reason of

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

                  (ii) any of the Financing Documents,

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

                  (iv) provisions contained in the instruments evidencing or
            governing Debt or other obligations or agreements, in each case
            existing on February 7, 2001,

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

                  (vi) provisions contained in instruments evidencing or
            governing Debt or other obligations or agreements of any Person, in
            each case, at the time such Person (A) shall be merged or
            consolidated with or into the Guarantor or any Subsidiary, (B) shall
            sell, transfer, assign, lease or otherwise dispose of all or
            substantially all of such Person's assets to the Guarantor or a
            Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED that in
            the case of clause (A), (B) or (C), such Debt, obligation or
            agreement was not incurred or entered into, or any such provisions
            adopted, in contemplation of such transaction,

                  (vii) provisions contained in instruments amending, restating,
            supplementing, extending, renewing, refunding, refinancing,
            replacing or otherwise modifying, in whole or in part (collectively,
            "REFINANCING"), instruments referred to in clauses (ii), (iv) and
            (vi) of this Section 5.07, so



                                       41
<PAGE>

            long as such provisions are, in the good faith determination of the
            Guarantor's board of directors, not materially more restrictive than
            those contained in the respective instruments so Refinanced,

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

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

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

                  (xi) provisions governing preferred stock issued by a
            Subsidiary, PROVIDED that such preferred stock is permitted under
            Section 5.08, and

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

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

         SECTION 5.8. DEBT. Consolidated Debt will at no time exceed 52.5% of
Consolidated Total Capitalization. The total Debt of all Consolidated
Subsidiaries (excluding (i) Debt of a Consolidated Subsidiary owed to the
Borrower, to the Guarantor, to a Wholly-Owned Consolidated Subsidiary or (for so
long as TyCom Ltd. is a Consolidated Subsidiary) to TyCom Ltd. or one of its




                                       42
<PAGE>

Wholly-Owned Consolidated Subsidiaries, (ii) Debt of the Borrower or a
Subsidiary Guarantor, (iii) Permitted Acquired Debt and (iv) Existing Tyco US
Debt) will at no time exceed in aggregate outstanding principal amount 5% of the
Consolidated Tangible Assets. For purposes of this Section any preferred stock
of a Consolidated Subsidiary held by a Person other than the Guarantor or a
Wholly-Owned Consolidated Subsidiary shall be included, at the higher of its
voluntary or involuntary liquidation value, in "Consolidated Debt" and in the
"Debt" of such Consolidated Subsidiary.

         SECTION 5.9. FIXED CHARGE COVERAGE. The ratio of Consolidated EBIT to
Consolidated Interest Expense will not, for any period of four consecutive
fiscal quarters, be less than 2.5 to 1.

         SECTION 5.10. NEGATIVE PLEDGE. The Guarantor will not, and will not
permit any Subsidiary to, create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

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

         (b) any Lien existing on any asset of, or capital stock of, or other
ownership interest in, any Person (such capital stock and other ownership
interests are collectively referred to herein as "STOCK") at the time such
Person becomes a Subsidiary, which Lien was not created in contemplation of such
event;

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

         (d) any Lien existing on any asset or Stock of any Person at the time
such Person is merged or consolidated with or into the Guarantor or a Subsidiary
which Lien was not created in contemplation of such event;


                                       43
<PAGE>

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

      (f) any Lien arising out of the refinancing of any Debt secured by any
Lien permitted by any of the subsections (a) through (e) of this Section 5.10,
PROVIDED the principal amount of Debt is not increased and is not secured by any
additional assets, except as provided in the last sentence of this Section 5.10;

      (g) any Lien to secure Debt of a Subsidiary to the Guarantor or to a
Wholly-Owned Consolidated Subsidiary;

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

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

      (j) Liens arising in the ordinary course of its business which (i) do not
secure Debt, (ii) do not secure any single obligation in an amount exceeding
$50,000,000 and (iii) do not in the aggregate materially detract from the value
of its assets or materially impair the use thereof in the operation of its
business; and

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

      It is understood that any Lien permitted to exist on any asset pursuant to
the foregoing provisions of this Section 5.10 may attach to the proceeds of such
asset and, with respect to Liens permitted pursuant to subsections (a), (b),
(d), (e), (f) (but only with respect to the refinancing of a Debt secured by a
Lien permitted pursuant to subsections (a), (b), (d) or (e)) or (g) of this
Section 5.10, may attach to an asset acquired in the ordinary course of business
as a replacement of such former asset.

      SECTION 5.11. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. (a) Neither
Principal Obligor will (i) consolidate or merge with or into any other Person or
(ii)



                                       44
<PAGE>

sell, lease or otherwise transfer all or substantially all of its assets to
any other Person, unless

                        (A) such Principal Obligor or one of its Subsidiaries is
                  the surviving corporation;

                        (B) the Person (if other than such Principal Obligor)
                  formed by such consolidation or into which such Principal
                  Obligor is merged, or the Person which acquires by sale or
                  other transfer, or which leases, all or substantially all of
                  the assets of such Principal Obligor (any such Person, the
                  "SUCCESSOR"), shall be organized and existing under the laws
                  of (x) in the case of a Successor to the Borrower, Luxembourg
                  or (y) in the case of a Successor to the Guarantor, Bermuda or
                  of the United States, any state thereof or the District of
                  Columbia and shall expressly assume, in a writing executed and
                  delivered to the Agent for delivery to each of the Banks, in
                  form reasonably satisfactory to the Agent, the due and
                  punctual payment of the principal of and interest on the Loans
                  and the performance of the other obligations under this
                  Agreement and the Promissory Notes on the part of such
                  Principal Obligor to be performed or observed, as fully as if
                  such Successor were originally named as such Principal Obligor
                  in this Agreement;

                        (C) immediately after giving effect to such transaction,
                  no Default shall have occurred and be continuing; and

                        (D) such Principal Obligor has delivered to the Agent a
                  certificate on behalf of such Principal Obligor signed by one
                  of its Responsible Officers and an opinion of counsel, each
                  stating that all conditions provided in this Section 5.11
                  relating to such transaction have been satisfied.

         The foregoing provisions of this Section 5.11 shall not restrict the
merger or consolidation of any Subsidiary with and into a Principal Obligor.

         Upon the satisfaction (or waiver in accordance with Section 9.05) of
the conditions set forth in this Section 5.11, a Successor to the Borrower shall
succeed, and may exercise every right and power of, the Borrower under this
Agreement and the Promissory Notes with the same effect as if such Successor had
been originally named as the Borrower herein and in the Promissory Notes, and
the Borrower shall be relieved of its obligations under this Agreement and the
Promissory Notes.



                                       45
<PAGE>

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

         SECTION 5.12. TRANSACTIONS WITH AFFILIATES. The Guarantor will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of stock or
indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect any transaction in
connection with any joint enterprise or other joint arrangement with, any
Affiliate (collectively, "AFFILIATE TRANSACTIONS"); PROVIDED, HOWEVER, that the
foregoing provisions of this Section 5.12 shall not prohibit the Guarantor or
any of its Subsidiaries from (a) making Restricted Payments (including, for this
purpose, transactions expressly excluded from the definition of a Restricted
Payment) permitted by Section 5.13, (b) making sales to or purchases from any
Affiliate and, in connection therewith, extending credit or making payments, or
from making payments for services rendered by any Affiliate, if such sales or
purchases are made or such services are rendered in the ordinary course of
business and on terms and conditions at least as favorable to the Guarantor or
such Subsidiary as the terms and conditions which the Guarantor would reasonably
expect to be obtained in a similar transaction with a Person which is not an
Affiliate at such time, (c) making payments of principal, interest and premium
on any Debt of the Guarantor or such Subsidiary held by an Affiliate if the
terms of such Debt are at least as favorable to the Guarantor or such Subsidiary
as the terms which the Guarantor would reasonably expect to have been obtained
at the time of the creation of such Debt from a lender which was not an
Affiliate, (d) participating in, or effecting any transaction in connection
with, any joint enterprise or other joint arrangement with any Affiliate if the
Guarantor or such Subsidiary participates in the ordinary course of its business
and on a basis no less advantageous than the basis on which such Affiliate
participates, (e) paying or granting reasonable compensation and benefits to any
director, officer, employee or agent of the Guarantor or any Subsidiary, (f)
paying reasonable legal fees and expenses to a law firm of which an Affiliate is
a member or (g) engaging in any Affiliate Transaction not otherwise addressed in
subsections (a) - (f) of this Section 5.12, the terms of which are not less
favorable to the Guarantor or such Subsidiary than those that the Guarantor
would

                                       46
<PAGE>

reasonably expect to be obtained in a comparable transaction at such time with a
Person which is not an Affiliate.

         SECTION 5.13. RESTRICTED PAYMENTS. The Guarantor will not, and will not
permit any Subsidiary to, declare or make any Restricted Payment unless, after
giving effect thereto, the aggregate of all Restricted Payments declared or made
subsequent to September 30, 2000 does not exceed an amount equal to the sum of
(a) $6,900,000,000 PLUS (b) 50% of Consolidated Net Income (or minus 100% of
Consolidated Net Income, in the event of a net loss for such period) for the
period from October 1, 2000 through the end of the then most recently ended
fiscal quarter of the Guarantor (treated for this purpose as a single accounting
period), PLUS (c) the aggregate cash proceeds (net of underwriting commissions)
received by the Guarantor (other than from a Subsidiary) from the issuance or
sale after September 30, 2000 of capital stock or Stock Equivalents of the
Guarantor (other than the proceeds of any capital stock or Stock Equivalent
which by its terms is subject to redemption otherwise than at the sole option of
the Guarantor). Nothing in this Section 5.13 shall prohibit the payment of any
dividend or distribution within 60 days after the declaration thereof if such
declaration was not prohibited by this Section 5.13.

         SECTION 5.14. SUBSIDIARY GUARANTORS. If any Subsidiary becomes a
guarantor of TycoLux Debt Securities under the Indenture, the Guarantor will
cause such Person to become a Subsidiary Guarantor concurrently therewith.

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



                                    ARTICLE 6

                                    DEFAULTS

         SECTION 6.1. EVENTS OF DEFAULTS. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing and shall not have
been waived in accordance with Section 9.05:

          (a) any principal of any Loan shall not be paid when due, or any
interest on any Loan or any fees payable hereunder shall not be paid within
three Domestic Business Days of the due date thereof;



                                       47
<PAGE>

      (b) the Guarantor shall fail to observe or perform any covenant contained
in Section 5.08, 5.09, 5.13 or 5.14;

      (c) the Guarantor shall fail to observe or perform any covenant contained
in Section 5.07 or Sections 5.10 to 5.12, inclusive, and such failure shall not
be remedied within five days after any Responsible Officer obtains actual
knowledge thereof;

      (d) either Principal Obligor shall fail to observe or perform any covenant
or agreement contained in this Agreement (other than those covered by clause
(a), (b) or (c) of this Section 6.01) for 10 days after notice thereof has been
given to the Guarantor by the Agent at the request of any Bank;

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

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

      (g) any event or condition shall occur that results in the acceleration of
the maturity of any Material Debt;

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

            (ii) (A) any petition shall be filed seeking the liquidation, any
      arrangement or the taking of any other similar action of or with respect
      to the Guarantor by the Registrar of Companies in Bermuda, or by any other
      Person or Persons, or (B) any petition shall be presented for the winding
      up of the Guarantor to a court of Bermuda as provided with the Bermuda
      Companies Law, or (C) any creditors' winding up of the Guarantor as
      provided under the Bermuda Companies Law shall be commenced, or (D) any
      receiver shall be appointed by a creditor of the Guarantor or by a court
      of Bermuda on the application of a creditor of the Guarantor as provided
      under any instrument giving rights for the appointment of a receiver



                                       48
<PAGE>

      thereto, and in the case of any such petition, winding up, appointment,
      order or other matter, such petition, winding up, appointment, order or
      other matter, shall remain undismissed and unstayed for a period of 60
      days;

            (iii) the Guarantor or any Significant Subsidiary shall (A) commence
      a voluntary case or other proceeding seeking liquidation, winding up,
      reorganization or other relief with respect to itself or its debts under
      any bankruptcy, insolvency or other similar law now or hereafter in effect
      or seeking the appointment of a trustee, receiver, liquidator, custodian
      or other similar official of it or substantially all of its property, or
      (B) consent to any such relief or to the appointment of or taking
      possession by any such official in an involuntary case or other similar
      proceeding commenced against it, or (C) make a general assignment for the
      benefit of creditors, or (D) fail generally to pay its debts as they
      become due, or (E) take any corporate action to authorize any of the
      foregoing; or

            (iv) (A) an involuntary case or other proceeding shall be commenced
      against the Guarantor or any Significant Subsidiary seeking liquidation,
      winding up, reorganization or other relief with respect to it or its debts
      under any bankruptcy, insolvency or other similar law now or hereafter in
      effect or seeking the appointment of a trustee, receiver, liquidator,
      custodian or other similar official of it or substantially all of its
      property, and such involuntary case or other proceeding shall remain in
      effect and undismissed and unstayed for a period of 60 days; or (B) an
      order for relief shall be entered against the Guarantor or any Significant
      Subsidiary under the bankruptcy laws of any jurisdiction as now or
      hereafter in effect;

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

      (j) any person or group of persons (within the meaning of Section 13 or 14
of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 40% or more of the
outstanding shares of common stock of the Guarantor; or, on the last day of any
period of twelve consecutive calendar months, a majority of members of the board



                                       49
<PAGE>

of directors of the Guarantor shall no longer be composed of individuals (i) who
were members of said board of directors on the first day of such twelve
consecutive calendar month period or (ii) whose election or nomination to said
board of directors was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
said board of directors;

      (k) the Guarantor or any Subsidiary shall fail to make any payment owing
by it in respect of any performance bond, performance guaranty or bank guaranty
issued in lieu of a performance bond or performance guaranty (other than a
payment which is disputed by the Guarantor or such Subsidiary in good faith),
and the aggregate of all such defaulted payments shall exceed $50,000,000 at any
one time for the Guarantor and its Subsidiaries;

      (l) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $5,000,000 which it shall have become liable to
pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $25,000,000;

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

      (n) any Financing Document shall cease to be valid and enforceable against
any Obligor party thereto (except for the termination of a Subsidiary Guarantee
in accordance with its terms); or any Obligor shall so assert in writing;

      then, and in every such event, the Agent shall (i) if requested by Banks
having at least 51% in aggregate amount of the Commitments, by notice to the
Borrower terminate the Commitments and they shall thereupon terminate, and (ii)
if requested by Banks holding at least 51% in aggregate unpaid principal amount
of the Loans, by notice to the Borrower declare the Loans (together with accrued
interest thereon) to be, and the Loans shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Obligors; PROVIDED that in the case of any
of



                                       50
<PAGE>

the Events of Default specified in subsection (h) above with respect to any
Obligor, without any notice to any Obligor or any other act by the Agent or the
Banks, the Commitments shall thereupon terminate and the Loans (together with
accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Obligors.

      SECTION 6.2. NOTICE OF DEFAULT. The Agent shall give notice to the
Guarantor under Section 6.01(d) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.



                                    ARTICLE 7

                                    THE AGENT

      SECTION 7.1. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Financing Documents as are delegated to the Agent
by the terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

      SECTION 7.2. AGENT AND AFFILIATES. The Chase Manhattan Bank (and any
successor acting as Agent) in its capacity as a Bank hereunder shall have the
same rights and powers under the Financing Documents as any other Bank and may
exercise or refrain from exercising the same as though it were not the Agent,
and The Chase Manhattan Bank (and any successor acting as Agent) and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent hereunder.

      SECTION 7.3. ACTION BY AGENT. The obligations of the Agent under the
Financing Documents are only those expressly set forth therein. Without limiting
the generality of the foregoing, the Agent shall not be required to take any
action with respect to any Default, except as expressly provided in Article 6.

      SECTION 7.4. CONSULTATION WITH EXPERTS. The Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.



                                       51
<PAGE>

      SECTION 7.5. LIMITS OF LIABILITY. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks (or such different
number of Banks as any provision hereof expressly requires for such consent or
request) or (ii) in the absence of its own gross negligence or willful
misconduct. Neither the Agent nor any of its affiliates nor any of their
respective directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrower or any Guarantor; (iii) the satisfaction of any
condition specified in Article 3, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Subsidiary Guarantees, the Promissory Notes or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar writing)
believed by it in good faith to be genuine or to be signed by or on behalf of
the proper party or parties. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

      SECTION 7.6. INDEMNIFICATION. Each Bank shall, ratably in accordance with
its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with the Financing Documents or
any action taken or omitted by such indemnitees thereunder.

      SECTION 7.7. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis of the Borrower and its Subsidiaries and its own decision to
enter into this Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action
under this Agreement.



                                       52
<PAGE>

      SECTION 7.8. SUCCESSOR AGENT. The Agent may resign at any time by giving
notice thereof to the Banks and the Borrower. Upon any such resignation, the
Required Banks shall have the right to appoint a successor Agent, subject to the
consent of the Borrower if no Event of Default exists. If no successor Agent
shall have been so appointed by the Required Banks and consented to by the
Borrower and shall have accepted such appointment within 45 days after the
retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a commercial bank
organized or licensed under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $50,000,000.
Upon the acceptance of its appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under the Financing
Documents. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was acting as the Agent.

      SECTION 7.9. AGENT'S FEE. The Borrower shall pay to the Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
between the Borrower and the Agent.



                                    ARTICLE 8

                             CHANGE IN CIRCUMSTANCES

      SECTION 8.1. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR . If
on or prior to the first day of any Interest Period for any Euro-Dollar Loan or
Money Market LIBOR Loan:

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

      (b) in the case of Euro-Dollar Loans, Banks holding 50% or more of the
aggregate amount of the affected Loans advise the Agent that the London
Interbank Offered Rate as determined by the Agent will not adequately and fairly
reflect the cost to such Banks of funding their Euro-Dollar Loans for such
Interest Period,

      the Agent shall forthwith give notice thereof to the Borrower and the
Banks, whereupon, until the Agent notifies the Borrower that the circumstances



                                       53
<PAGE>

giving rise to such suspension no longer exist (which the Agent agrees to do
promptly upon such circumstances ceasing to exist), (i) the obligations of the
Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as
or into Euro-Dollar Loans, shall be suspended and (ii) each outstanding
Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the
then current Interest Period applicable thereto. Unless the Borrower notifies
the Agent at least one Domestic Business Day before the date of any Fixed Rate
Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a
Committed Borrowing, such Borrowing shall instead be made as a Base Rate
Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the last
day of the Interest Period applicable thereto at the Base Rate for such day.

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



                                       54
<PAGE>

      SECTION 8.3. INCREASED COST AND REDUCED RETURN. (a) If on or after (x) the
date of this Agreement, in the case of any Committed Loan or any obligation to
make Committed Loans or (y) the date of the related Money Market Quote, in the
case of any Money Market Loan, any Bank has determined in its reasonable
judgment that the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency, shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System, but excluding
with respect to any Euro-Dollar Loan any such requirement with respect to which
such Bank is entitled to compensation during the relevant Interest Period under
Section 2.15), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
such Bank (or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the London interbank market any other condition
affecting its Fixed Rate Loans, its Promissory Note or its obligation to make
Fixed Rate Loans and the result of any of the foregoing is to increase the cost
to such Bank (or its Applicable Lending Office) of making or maintaining any
Fixed Rate Loan, or to reduce the amount of any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or under its
Promissory Note with respect thereto, by an amount deemed by such Bank to be
material to such Bank, then, within 15 days after written demand by such Bank
(with a copy to the Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.

      (b) If any Bank shall have determined that, after the date of this
Agreement, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
written demand by such Bank (with a copy to the Agent), the Borrower shall pay
to such



                                       55
<PAGE>

Bank such additional amount or amounts as will compensate such Bank (or its
Parent) for such reduction.

      (c) Each Bank will promptly notify the Borrower and the Agent of any event
of which it has knowledge, occurring after the date of this Agreement, which
will entitle such Bank to compensation pursuant to this Section; PROVIDED that
(i) if any Bank fails to give such notice within 90 days after it obtains actual
knowledge of such an event, such Bank shall only be entitled to payment under
this Section 8.03 for costs incurred from and after the date 90 days prior to
the date that such Bank does give such notice and (ii) each such Bank will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank in the good faith exercise of its discretion, be otherwise
disadvantageous to such Bank. A certificate of any Bank claiming compensation
under this Section and setting forth in reasonable detail the additional amount
or amounts to be paid to it hereunder and the basis used to determine such
amounts shall be conclusive in the absence of manifest error. In determining
such amount, such Bank will use reasonable averaging and attribution methods and
will have a reasonable basis for any assumptions it makes in connection
therewith.

      SECTION 8.4. TAXES. (a) Any and all payments by any Obligor to or for the
account of any Bank or the Agent hereunder or under any Promissory Note shall be
made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, EXCLUDING, in the case of each Bank and the
Agent, taxes imposed on or measured by its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Bank or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Bank, taxes imposed on or measured by its income, and franchise or
similar taxes imposed on it, by the jurisdiction of such Bank's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as its "TAXES", and all such excluded
taxes being hereinafter referred to as its "DOMESTIC TAXES"). If an Obligor
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Promissory Note to any Bank or the Agent, (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.04 such Bank or the Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Obligor shall make such deductions, (iii) such Obligor shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) such Obligor shall



                                       56
<PAGE>

furnish to the Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

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

      (c) The Borrower agrees to indemnify each Bank and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 8.04) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. In addition, the Borrower agrees to indemnify the Agent and
each Bank for all Domestic Taxes and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
to the extent that such Domestic Taxes result from any payment or
indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by
any jurisdiction other than the United States or (ii) Domestic Taxes of the
Agent or such Bank, as the case may be. This indemnification shall be made
within 15 days from the date such Bank or the Agent (as the case may be) makes
demand therefor.

      (d) At the times indicated herein, each Bank organized under the laws of a
jurisdiction outside the United States shall provide the Borrower with Internal
Revenue Service form W-8BEN or W-8ECI (in each case accompanied by any
statements which may be required under applicable Treasury regulations), as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to receive payments under this Agreement
(i) without deduction or withholding of any United States federal income taxes
or (ii) subject to a reduced rate of United States federal withholding tax,
unless, in each case of clause (i) and (ii) of this Section 8.04(d), an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders such forms inapplicable or which would prevent the Bank
from duly completing and delivering any such form with respect to it and the
Bank advises the Borrower and the Agent that it is not capable of receiving
payments without any deduction or withholding of such taxes. Such forms shall be
provided (x) on or prior to the date of the Bank's execution and delivery of
this Agreement in the case of each Bank listed on the signature pages hereof,
and on or prior to the date on which it becomes a Bank in the case of each other
Bank, and (y) on or before the date that such form expires or becomes obsolete
or after the occurrence of any event requiring a change in the most recent form
so delivered by the Bank. If the form



                                       57
<PAGE>

provided by a Bank at the time such Bank first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
United States withholding tax at such rate shall be considered excluded from
"Taxes" as defined in Section 8.04(a). In addition, to the extent that for
reasons other than a change of treaty, law or regulation any Bank becomes
subject to an increased rate of United States interest withholding tax while it
is a party to this Agreement, United States withholding tax at such increased
rate shall be considered excluded from "Taxes" as defined in Section 8.04(a).

      (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form in accordance with Section 8.04(d) (unless
such failure is excused by the terms of Section 8.04(d)), such Bank shall not be
entitled to indemnification under Section 8.04(a) or 8.04(c) with respect to
Taxes imposed by the United States; PROVIDED, HOWEVER, that should a Bank, which
is otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Bank shall reasonably request to
assist such Bank to recover such Taxes.

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

      SECTION 8.5. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS. If
(i) the obligation of any Bank to make, or to continue or convert outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect
to its Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar
Business Days' prior notice to such Bank through the Agent, have elected that
the provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist (which such Bank agrees to
do promptly upon such circumstances ceasing to exist), all Loans which would
otherwise be made by such Bank as (or continued as or converted to) Euro-Dollar
Loans shall instead be Base Rate Loans on which interest and principal shall be
payable contemporaneously with the related Fixed Rate Loans of the other Banks.
If such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist, the principal amount of
each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first
day of the next succeeding Interest Period applicable to the related Euro-Dollar
Loans of the other Banks.



                                       58
<PAGE>

      SECTION 8.6. SUBSTITUTION OF BANK. If any Bank (i) has demanded
compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled
to payments under Section 8.04(a) or (ii) has determined that the making or
maintaining of any Euro-Dollar Loan has become unlawful or impossible pursuant
to Section 8.02 and similar additional interest or compensation has not been
demanded by, or a similar determination has not been made by, all of the Banks,
the Borrower shall have the right (with the assistance of the Agent) to
designate an Assignee which is not an Affiliate of the Borrower to purchase for
cash, pursuant to an Assignment and Assumption Agreement in substantially the
form of Exhibit I hereto, the outstanding Loans and Commitment of such Bank and
to assume all of such Bank's other rights and obligations hereunder without
recourse to or warranty by, or expense to, such Bank, for a purchase price equal
to (A) the principal amount of all of such Bank's outstanding Loans plus (B) any
accrued but unpaid interest thereon plus (C) the accrued but unpaid fees in
respect of that Bank's Commitment hereunder plus (D) such amount, if any, as
would be payable pursuant to Section 2.13 if the outstanding Loans of such Bank
were prepaid in their entirety on the date of consummation of such assignment
plus (E) any other amounts due and payable to such Bank hereunder.



                                    ARTICLE 9

                                  MISCELLANEOUS

      SECTION 9.1. NOTICES. All notices, requests and other communications to
any party provided for hereunder shall be in writing (including, without
limitation, bank wire, telex, facsimile transmission or similar writing) and
shall be given to such party: (x) in the case of the Borrower, the Guarantor or
the Agent, at its address or facsimile or telex number set forth on the
signature pages hereof, (y) in the case of any Bank, at its address or facsimile
or telex number set forth in its Administrative Questionnaire or (z) in the case
of any party, such other address or facsimile or telex number as such party may
hereafter specify for the purpose by notice to the Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number specified in this
Section and the appropriate answerback is received, (ii) if given by facsimile,
when such facsimile is transmitted to the facsimile number specified in this
Section 9.01 and electronic, telephonic or other appropriate confirmation of
receipt is received by the sender, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; PROVIDED that



                                       59
<PAGE>

notices to the Agent under Article 2 or Article 8 shall not be effective until
received.

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

      SECTION 9.3. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses of the Agent, including reasonable fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of the Financing Documents, any waiver or consent
hereunder or any amendment thereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including reasonable fees and disbursements
of counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

      (b) The Borrower agrees to indemnify the Agent and each Bank, their
respective Bank Affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses, including, without limitation, the reasonable fees and disbursements
of counsel, which may be incurred by such Indemnitee (whether or not such
Indemnitee shall be designated a party thereto) arising out of any
investigative, administrative or judicial proceeding (brought or threatened)
relating to or arising out of the Financing Documents, the arrangement,
administration, performance or enforcement thereof or any actual or proposed use
of proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right
to be indemnified hereunder for such Indemnitee's own gross negligence or
willful misconduct as determined by a court of competent jurisdiction; PROVIDED
FURTHER that no Indemnitee shall have the right to be indemnified hereunder in
connection with any proceedings between it and another Indemnitee which does not
relate to the Borrower.

      (c) If any proceeding or claim shall be brought or asserted against any
Indemnitee in respect of which indemnity may be sought pursuant to the preceding
subsection, such Indemnitee shall promptly notify the Borrower. The Borrower
shall not be liable for any costs or expenses in connection with any settlement
entered into without its consent (such consent not to be unreasonably withheld).



                                       60
<PAGE>

      SECTION 9.4. SHARING OF SET-OFFS. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Loan held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due with
respect to any Loan held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
held by the other Banks, and such other adjustments shall be made, as may be
required, so that all such payments of principal and interest with respect to
the Loans held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Obligors other than indebtedness
under the Financing Documents.

      SECTION 9.5. AMENDMENTS AND WAIVERS. Any provision of this Agreement or
the Promissory Notes may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower, the Guarantor and the
Required Banks (and, if the rights or duties of the Agent are affected thereby,
by the Agent); PROVIDED that no such amendment or waiver shall, unless signed by
all the Banks, (i) increase or decrease the Commitment of any Bank (except for a
ratable decrease in the Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for termination of
any Commitment, (iv) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement or (v) release the Guarantor
from its obligations under Article 10.

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

      (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations



                                       61
<PAGE>

under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Obligors under the
Financing Documents including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement; PROVIDED
that such participation agreement may provide that such Bank will not agree to
any modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii) or (iv) of Section 9.05 without the consent of the Participant. The
Borrower agrees that each Participant shall, to the extent provided in its
participation agreement and subject to subsections (e), (f) and (g) below, be
entitled to the benefits of Article 8 with respect to its participating
interest. An assignment or other transfer which is not permitted by subsection
9.06(c) or 9.06(d) below shall be given effect for purposes of this Agreement
only to the extent of a participating interest granted in accordance with this
subsection (b).

      (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (in an amount
equivalent to an original Commitment of not less than $10,000,000) of all, of
its rights and obligations under this Agreement and its Promissory Note, and
such Assignee shall assume such rights and obligations, pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit I
hereto (an "ASSIGNMENT AND ASSUMPTION AGREEMENT") executed by such Assignee and
such transferor Bank, with (and subject to) the subscribed consent of the
Borrower and the Agent, which shall not be unreasonably withheld; PROVIDED that
if an Assignee is another Bank, an affiliate of such transferor Bank or an
Approved Fund, no such consent shall be required; and PROVIDED FURTHER that such
assignment may, but need not, include rights of the transferor Bank in respect
of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Agent and the Borrower
shall make appropriate arrangements so that, if required, a new Promissory Note
is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Agent an administrative fee for processing such
assignment in the amount of $2,500. If the Assignee is not incorporated under
the laws of the United States of America or a state thereof, it shall deliver to
the Borrower and the Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section
8.04.



                                       62
<PAGE>

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

      (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 8.04 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

      (f) Notwithstanding anything to the contrary contained in this Section
9.06, but subject to the terms and conditions set forth in this subsection (f),
any Bank may from time to time, elect to designate a Conduit to provide all or
any part of Loans required to be made by such Bank to the Borrower pursuant to
this Agreement or to acquire a participation interest in any Loans extended by
such Bank hereunder (a "CONDUIT DESIGNATION"), PROVIDED the designation of a
Conduit by any Bank for purposes of this Section 9.06(f) shall be subject to the
approval of the Borrower, which shall not be unreasonably withheld. No
additional Note shall be required with regard to a Conduit Designation;
PROVIDED, HOWEVER, to the extent any Conduit shall advance funds under a Conduit
Designation, the designating Bank shall be deemed to hold the Note in its
possession as an agent for such Conduit to the extent of the Loan funded by such
Conduit. Notwithstanding any such Conduit Designation, (x) the designating Bank
shall remain solely responsible to the other parties hereto for its obligations
under this Agreement and (y) the Borrower and the Agent may continue to deal
solely and directly with the designating Bank as administrative agent for such
designating Bank's Conduit, in connection with all of such Conduit's rights and
obligations under this Agreement, unless and until the Borrower and the Agent
are notified that the designating Bank has been replaced as administrative agent
for its Conduit; any payments for the benefit of any designating Bank and its
Conduit shall be paid to such designating Bank for itself as administrative
agent for its Conduit, as applicable; PROVIDED neither the Borrower nor the
Agent shall be responsible for any designating Bank's application of any such
payments. In addition, any Conduit may (i) with notice to, but without the prior
written consent of the Borrower and the Agent, and without paying any processing
fee therefor, assign all or portions of its interest in any Loans to the Bank
that designated such Conduit or to any financial institutions consented to by
the Borrower and the Agent providing liquidity and/or credit facilities to or
for the account of such Conduit to support the funding or maintenance of Loans
and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating



                                       63
<PAGE>

agency, commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Conduit.

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

      (h) The Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices in the State of Delaware or New York a copy
of each Assignment and Assumption Agreement delivered to it and a register for
the recordation of the names and addresses of the Banks, and the Commitments of,
and principal amount of the Loans owing to, each Bank pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Agent and the Banks may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Bank, at any reasonable time and from time to time upon reasonable prior notice.

      SECTION 9.7. COLLATERAL. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

      SECTION 9.8. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

      SECTION 9.9. COUNTERPARTS; INTEGRATION. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

      SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE GUARANTOR,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL



                                       64
<PAGE>

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

      SECTION 9.11. JUDGMENT CURRENCY. If, under any applicable law and whether
pursuant to a judgment being made or registered against any Obligor or for any
other reason, any payment under or in connection with this Agreement, is made or
satisfied in a currency (the "OTHER CURRENCY") other than that in which the
relevant payment is due (the "REQUIRED CURRENCY") then, to the extent that the
payment (when converted into the Required Currency at the rate of exchange on
the date of payment or, if it is not practicable for the party entitled thereto
(the "PAYEE") to purchase the Required Currency with the other Currency on the
date of payment, at the rate of exchange as soon thereafter as it is practicable
for it to do so) actually received by the Payee falls short of the amount due
under the terms of this Agreement, such Obligor shall, to the extent permitted
by law, as a separate and independent obligation, indemnify and hold harmless
the Payee against the amount of such short-fall. For the purpose of this
Section, "rate of exchange" means the rate at which the Payee is able on the
relevant date to purchase the Required Currency with the Other Currency and
shall take into account any premium and other costs of exchange.

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

      (b) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. Each Obligor hereby
irrevocably designates and appoints CT Corporation System having an office on
the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized
agent, to accept and acknowledge on its behalf, service of any and all process
which may be served in any suit, action or proceeding of the nature referred to
in subsection (a) above in any federal or New York State court sitting in New
York City. Each Obligor represents and warrants that such agent has agreed in
writing to accept such appointment and that a true copy of such



                                       65
<PAGE>

designation and acceptance has been delivered to the Agent. Such designation and
appointment shall be irrevocable until all principal and interest and all other
amounts payable under the Financing Documents shall have been paid in full in
accordance with the provisions hereof. If such agent shall cease so to act, each
Obligor covenants and agrees to designate irrevocably and appoint without delay
another such agent satisfactory to the Agent and to deliver promptly to the
Agent evidence in writing of such other agent's acceptance of such appointment.

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

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


                                   ARTICLE 10

                                    GUARANTEE

      SECTION 10.1. THE GUARANTEE. The Guarantor hereby guarantees the full and
punctual payment (whether at stated maturity, upon acceleration or otherwise) of
all principal of and interest on amounts loaned to the Borrower under the
Financing Documents and all other amounts payable by the Borrower under the
Financing Documents. This is a guarantee of payment and not merely of
collection. Upon failure by the Borrower to pay punctually any such amount, the
Guarantor shall forthwith on demand pay the amount not so paid at the place and
in the manner specified in the applicable Financing Document.



                                       66
<PAGE>

      SECTION 10.2. GUARANTEE UNCONDITIONAL. The obligations of the Guarantor
hereunder shall be unconditional and absolute, and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected, at any time by:

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

            (ii) any modification or amendment of or supplement to any Financing
      Document;

            (iii) any release, impairment, non-perfection or invalidity of any
      direct or indirect security for any obligation of the Borrower under any
      Financing Document;

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

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

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

            (vii) any other act or omission to act or delay of any kind by the
      Borrower, the Agent, any Bank or any other Person or any other
      circumstance whatsoever which might, but for the provisions of this
      paragraph, constitute a legal or equitable discharge of or defense to the
      Guarantor's obligations hereunder.

      SECTION 10.3. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. This Agreement shall remain in full force and effect
until the Commitments shall have terminated and the principal of and interest on
the Loans and all other amounts payable by the Borrower under the Financing



                                       67
<PAGE>

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

      SECTION 10.4. WAIVER BY THE GUARANTOR. The Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Borrower or any other Person.

      SECTION 10.5. SUBROGATION. Upon making any payment hereunder with respect
to the Borrower, the Guarantor shall be subrogated to the rights of the payee
against the Borrower with respect to such payment; PROVIDED that the Guarantor
shall not enforce any payment by way of subrogation until all amounts of
principal of and interest on the Loans and all other amounts payable by the
Borrower under the Financing Documents have been paid in full and the
Commitments have been terminated.

      SECTION 10.6. STAY OF ACCELERATION. In the event that acceleration of the
time for payment of any amount payable by the Borrower under any Financing
Document is stayed upon insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the Guarantor hereunder forthwith
on demand by the Required Banks.



                                       68
<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.



                                    TYCO INTERNATIONAL GROUP S.A.


                                    By: /s/ Richard W. Brann
                                       ----------------------------------------
                                       Title:  Managing Director

                                       Address: 2nd Floor, 6 Avenue Emile Reuter
                                                L-2420, Luxembourg
                                       Facsimile number: 011-352-464-350


                                    TYCO INTERNATIONAL LTD.


                                    By: /s/ Mark H. Swartz
                                       ----------------------------------------
                                       Title:  Chief Financial Officer and
                                               Executive Vice President

                                       Address:    The Zurich Center, 2nd Floor
                                                   90 Pitts Bay Road
                                                   Pembroke HM08
                                                   Bermuda
                                       Facsimile number: 441-295-9647



<PAGE>



                                    THE CHASE MANHATTAN BANK


                                    By: /s/ Thomas H. Kozlark
                                       -----------------------------------------
                                       Title: Vice President



                                    BANK OF AMERICA, N.A.


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



                                    CITIBANK, N.A.


                                    By: /s/ Diane L. Pockaj
                                       -----------------------------------------
                                       Title: Vice President



                                    COMMERZBANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES


                                    By: /s/ Robert J. Donohue
                                       -----------------------------------------
                                       Title: Senior Vice President


                                    By: /s/ Peter T. Doyle
                                       -----------------------------------------
                                       Title: Assistant Vice President


<PAGE>



                                    ABN AMRO BANK N.V.


                                    By: /s/ Helen Clarke-hepp
                                       -----------------------------------------
                                       Title: Vice President


                                    By: /s/ Dean P. Giglio
                                       -----------------------------------------
                                       Title: Vice President



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


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


                                    By: /s/ Leonardo Valentini
                                       -----------------------------------------
                                       Title: First Vice President



                                    THE BANK OF NOVA SCOTIA


                                    By: /s/ Patrick J. Hawes
                                       -----------------------------------------
                                       Title: Comptroller



                                    BARCLAYS BANK PLC


                                    By: /s/ L. Peter Yetman
                                       -----------------------------------------
                                       Title: Director


<PAGE>

                                 BAYERISCHE HYPO- UND VEREINSBANK
                                     AG, NEW YORK BRANCH


                                 By: /s/ Marianne Weinzinger
                                    -------------------------------------------
                                    Title: Director-Senior Relationship Manager


                                 By: /s/ Ivana Albanese-rizzo
                                    -------------------------------------------
                                    Title: Director


                                 BNP PARIBAS


                                 By: /s/ Richard Pace
                                    -------------------------------------------
                                    Title:  Vice President
                                            Corporate Banking Division


                                 By: /s/ Nanette Baudon
                                    -------------------------------------------
                                    Title:  Vice President


                                 CREDIT LYONNAIS, NEW YORK BRANCH


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


                                 CREDIT SUISSE FIRST BOSTON


                                 By: /s/ Robert N. Finney
                                    -------------------------------------------
                                    Title: Managing Director


                                 By: /s/ Vitaly G. Butenko
                                    -------------------------------------------
                                         Title: Assistant Vice President


<PAGE>



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


                                    By: /s/ Chris Howe
                                       ----------------------------------------
                                         Title: Director


                                    By: /s/ Wolfgang Winter
                                       ----------------------------------------
                                         Title: Managing Director



                                    DRESDNER BANK AG, NEW YORK AND
                                       GRAND CAYMAN BRANCHES


                                    By: /s/ Deborah Carlson
                                       ----------------------------------------
                                         Title: First Vice President


                                    By: /s/ Xinyue Jasmine Geffner
                                       ----------------------------------------
                                         Title: Assistant Vice President



                                    FIRST UNION NATIONAL BANK


                                    By: /s/ George L. Woolsey
                                       ----------------------------------------
                                         Title: Vice President



                                    HSBC BANK USA


                                    By: /s/ Diane M. Zieske
                                       ----------------------------------------
                                         Title: First Vice President


<PAGE>



                                    MERRILL LYNCH BANK USA


                                    By: /s/ Raymond J. Dardano
                                       ----------------------------------------
                                         Title: Senior Lending Officer



                                    WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                       NEW YORK BRANCH


                                    By: /s/ Lisa M. Walker
                                       ----------------------------------------
                                         Title: Associate Director


                                    By: /s/ Barry S. Wadler
                                       ----------------------------------------
                                         Title: Manager



                                    BAYERISCHE LANDESBANK GIROZENTRALE


                                    By: /s/ HEREWARD DRUMMOND
                                       ----------------------------------------
                                         Title: Senior Vice President


                                    By: /s/ Alexander Kohnert
                                       ----------------------------------------
                                         Title: First Vice President



                                    FLEET NATIONAL BANK


                                    By: /s/ Ellen Heath
                                       ----------------------------------------
                                         Title: Group Manager


<PAGE>



                                    MELLON BANK, N.A.


                                    By: /s/ Daniel J. Lenckos
                                       ----------------------------------------
                                         Title: Vice President



                                    SAN PAOLO IMI S.P.A.


                                    By: /s/ Carlo Persico
                                       ----------------------------------------
                                         Title: Deputy General Manager


                                    By: /s/ Giuseppe Cuccurese
                                       ----------------------------------------
                                         Title: General Manager



                                    THE TORONTO-DOMINION BANK


                                    By: /s/ Carolyn R. Faeth
                                       ----------------------------------------
                                         Title: Manager Credit Administration



                                    BANCA COMMERCIALE ITALIANA - NEW YORK BRANCH


                                    By: /s/ Frank Maffei
                                       ----------------------------------------
                                         Title: Vice President


                                    By: /s/ John Michalisin
                                       ----------------------------------------
                                         Title: First Vice President



<PAGE>



                                    THE BANK OF NEW YORK


                                    By: /s/ Joanna S. Bellocq
                                       ----------------------------------------
                                         Title: Vice President



                                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                    By: /s/ Thomas Fennessey
                                       ----------------------------------------
                                         Title: Vice President



                                    BBL INTERNATIONAL (U.K.) LIMITED


                                    By: /s/ C. F. Wright
                                       ----------------------------------------
                                         Title: Authorized Signatory


                                    By: /s/ G. R. M. Walker
                                       ----------------------------------------
                                         Title: Authorized Signatory



                                    KEYBANK NATIONAL ASSOCIATION


                                    By: /s/ Frank J. Jancar
                                       ----------------------------------------
                                         Title: Vice President


<PAGE>



                                    LEHMAN COMMERCIAL PAPER INC.


                                    By: /s/ Michael E. O'Brien
                                       ----------------------------------------
                                         Title: Authorized Signatory



                                    NATIONAL AUSTRALIA BANK LIMITED,
                                       A.C.N. 004044937


                                    By: /s/ Justin F. McCarty, III
                                       ----------------------------------------
                                         Title: Vice President



                                    NATIONAL WESTMINSTER BANK PLC
                                    NEW YORK BRANCH


                                    By: /s/ Ron Howarth
                                       ----------------------------------------
                                         Title: Senior Corporate Manager



                                    NATIONAL WESTMINSTER BANK PLC
                                    NASSAU BRANCH


                                    By: /s/ Ron Howarth
                                       ----------------------------------------
                                         Title: Senior Corporate Manager



                                    SOCIETE GENERALE


                                    By: /s/ Ambrish Thanawala
                                       ----------------------------------------
                                         Title: Vice President



<PAGE>



                                    THE DAI-ICHI KANGYO BANK, LTD., NEW
                                       YORK BRANCH


                                    By: /s/ Robert P. Gallagher, Jr.
                                       ----------------------------------------
                                        Title: Vice President, Corporate Finance


                                    THE FUJI BANK, LIMITED


                                    By: /s/ Raymond Ventura
                                       ----------------------------------------
                                         Title: Vice President & Manager


                                    STANDARD CHARTERED BANK


                                    By: /s/ John Biscette
                                       ----------------------------------------
                                         Title:  Vice President


                                    By: /s/ Robert K. Reddington
                                       ----------------------------------------
                                         Title:  Assistant Vice President
                                                 Credit Documentation


                                    AUSTRALIA AND NEW ZEALAND BANKING
                                       GROUP LIMITED


                                    By: /s/ Vibhu Juneja
                                       ----------------------------------------
                                         Title: Vice President


                                    BANK OF IRELAND


                                    By: /s/ Derek Collins
                                       ----------------------------------------
                                         Title: Assistant Director


<PAGE>



                                    NORDDEUTSCHE LANDESBANK
                                       GIROZENTRALE NEW YORK BRANCH
                                       AND/OR CAYMAN ISLANDS BRANCH


                                    By: /s/ Georg L. Peters
                                       ----------------------------------------
                                         Title: Vice President


                                    By: /s/ Stephen K. Hunter
                                       ----------------------------------------
                                         Title: Senior Vice President



                                    THE NORTHERN TRUST COMPANY


                                    By: /s/ Jaron Grimm
                                       ----------------------------------------
                                         Title: Vice President



                                    PNC BANK, NATIONAL ASSOCIATION


                                    By: /s/ Donald V. Davis
                                       ----------------------------------------
                                         Title: Vice President



                                    UNICREDITO ITALIANO S.P.A.


                                    By: /s/ Gianfranco Bisagni
                                       ----------------------------------------
                                         Title: First Vice President


                                    By: /s/ Charles Michael
                                       ----------------------------------------
                                         Title: Vice President


<PAGE>



                                    WESTPAC BANKING CORPORATION


                                    By: /s/ Kate Matthews
                                       ----------------------------------------
                                         Title: Vice President



                                    BANCA POPOLARE DI MILANO, NEW YORK
                                      BRANCH


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


                                    By: /s/ Patrick F. Dillon
                                       ----------------------------------------
                                         Title:  Vice President
                                                 Chief Credit Officer



                                    ARAB BANK PLC, GRAND CAYMAN BRANCH


                                    By: /s/ Samer Tamimi
                                       ----------------------------------------
                                         Title: Vice President



                                    BANCO BILBAO VIZCAYA ARGENTARIA S.A.


                                    By: /s/ Alberto Conde
                                       ----------------------------------------
                                         Title:  Vice President
                                                 Corporate Banking


                                    By: /s/ Santiago Hernandez Monsalve
                                       ----------------------------------------
                                         Title:  Vice President
                                                 Global Corporate Banking


<PAGE>



                                    THE BANK OF N.T. BUTTERFIELD & SON LIMITED


                                    By: /s/ J. W. Raynor
                                       ----------------------------------------
                                         Title: Manager, Corporate Banking


                                    By: /s/ R. W. Wilson
                                       ----------------------------------------
                                        Title: Vice President, Corporate Banking


<PAGE>



                                    THE CHASE MANHATTAN BANK, as Agent


                                    By: /s/ Thomas H. Kozlark
                                       ----------------------------------------
                                         Title: Vice President

                                         Address:    Attn: Maggie Swales
                                                     Loan & Agency Services Grp.
                                                     One Chase Manhattan Plaza
                                                     New York, New York 10018

                                         Facsimile number: 212-552-5658


<PAGE>



                               COMMITMENT SCHEDULE

<TABLE>
<S>                                                                         <C>
The Chase Manhattan Bank                                                    $102,476,515.82

Bank of America, N.A.                                                       $ 93,936,806.15

Citibank, N.A.                                                              $ 93,936,806.15

Commerzbank AG, New York and Grand Cayman Branches                          $ 93,936,806.15

ABN AMRO Bank N.V.                                                          $ 59,777,967.55

Banca Nazionale del Lavoro S.p.A., New York Branch                          $ 59,777,967.55

The Bank of Nova Scotia                                                     $ 59,777,967.55

Barclays Bank PLC                                                           $ 59,777,967.55

Bayerische Hypo- und Vereinsbank AG, New York Branch                        $ 59,777,967.55

BNP Paribas                                                                 $ 59,777,967.55

Credit Lyonnais, New York Branch                                            $ 59,777,967.55

Credit Suisse First Boston                                                  $ 59,777,967.55

Deutsche Bank AG, New York Branch and/or Cayman Islands Branch              $ 59,777,967.55

Dresdner Bank AG, New York and Grand Cayman Branches                        $ 59,777,967.55

First Union National Bank                                                   $ 59,777,967.55

HSBC Bank USA                                                               $ 59,777,967.55

Merrill Lynch Bank USA                                                      $ 59,777,967.55

Westdeutsche Landesbank Girozentrale, New York Branch                       $ 59,777,967.55

Bayerische Landesbank Girozentrale                                          $ 46,114,432.10

Fleet National Bank                                                         $ 46,114,432.10

Mellon Bank, N.A.                                                           $ 46,114,432.10

San Paolo IMI S.p.A.                                                        $ 46,114,432.10

The Toronto-Dominion Bank                                                   $ 46,114,432.10
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
Banca Commerciale Italiana - New York Branch                                $   34,158,838.60

The Bank of New York                                                        $   34,158,838.60

Bank of Tokyo-Mitsubishi Trust Company                                      $   34,158,838.60

BBL International (U.K.) Limited                                            $   34,158,838.60

KeyBank National Association                                                $   34,158,838.60

Lehman Commercial Paper Inc.                                                $   34,158,838.60

National Australia Bank Limited, A.C.N. 004044937                           $   34,158,838.60

National Westminster Bank PLC New York and/or Nassau Branch                 $   34,158,838.60

Societe Generale                                                            $   34,158,838.60

The Dai-Ichi Kangyo Bank, Ltd., New York Branch                             $   29,888,983.78

The Fuji Bank, Limited                                                      $   29,888,983.77

Standard Chartered Bank                                                     $   25,619,128.95

Australia and New Zealand Banking Group Limited                             $   17,079,419.30

Bank of Ireland                                                             $   17,079,419.30

Norddeutsche Landesbank Girozentrale New York Branch and/or Cayman          $   17,079,419.30
Islands Branch

The Northern Trust Company                                                  $   17,079,419.30

PNC Bank, National Association                                              $   17,079,419.30

Unicredito Italiano S.p.A.                                                  $   17,079,419.30

Westpac Banking Corporation                                                 $   17,079,419.30

Banca Popolare di Milano, New York Branch                                   $   10,247,651.58

Arab Bank Plc, Grand Cayman Branch                                          $    8,539,709.65

Banco Bilbao Vizcaya Argentaria S.A.                                        $    8,539,709.65

The Bank of N.T. Butterfield & Son Limited                                  $    8,539,709.65

TOTAL COMMITMENTS                                                           $2,000,000,000.00
</TABLE>


<PAGE>

                                PRICING SCHEDULE

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

<TABLE>
<CAPTION>

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

STATUS                        LEVEL I     LEVEL II        LEVEL III            LEVEL IV         LEVEL V        LEVEL VI
--------------------------- ------------ ------------ ------------------- ------------------- ------------- ----------------
<S>                            <C>          <C>             <C>                 <C>              <C>            <C>
EURO-DOLLAR MARGIN:
Utilization LESS THAN OR
  EQUAL TO 33%                 .295%        .410%           .500%               .600 %           .675%           .750%
Utilization GREATER THAN 33%   .420%        .535%           .625%               .725%            .925%          1.125%
--------------------------- ------------ ------------ ------------------- ------------------- ------------- ----------------

FACILITY FEE RATE:             .080%        .090%           .125%               .150%            .200%           .250%
--------------------------- ------------ ------------ ------------------- ------------------- ------------- ----------------
</TABLE>

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

         "LEVEL I STATUS" exists at any date if, at such date, the Borrower's
senior unsecured long-term debt is rated A or higher by S&P OR A2 or higher by
Moody's.

         "LEVEL II STATUS" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated A- or higher by S&P OR A3 or
higher by Moody's and (ii) Level I Status does not exist.

         "LEVEL III STATUS" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB+ or higher by S&P OR
Baa1 or higher by Moody's and (ii) neither Level I Status nor Level II Status
exists.

         "LEVEL IV STATUS" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB or higher by S&P OR Baa2
or higher by Moody's and (ii) none of Level I Status, Level II Status and Level
III Status exists.

         "LEVEL V STATUS" exists at any date, if at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB- or higher by S&P Or
Baa3 or higher by Moody's and (ii) none of Level I Status, Level II Status,
Level III Status or Level IV Status exists.

         "LEVEL VI STATUS" exists at any date if, at such date, no other Status
exists.

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

         "UTILIZATION" means, at any date, the percentage equivalent of a
fraction (i) the numerator of which is the aggregate outstanding principal
amount of the Loans at such date and (ii) the denominator of which is the
aggregate amount of the Commitments at


<PAGE>

such date. If for any reason any Loans remain outstanding following termination
of the Commitments, Utilization shall be deemed to be in excess of 33%.

         The credit ratings to be utilized for purposes of this Schedule are
those assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date. If the Borrower is
split-rated and the ratings differential is one notch, the higher of the two
ratings will apply (E.G., A/A3 results in Level I Status). If the Borrower is
split-rated and the ratings differential is more than one notch, the average of
the two ratings (or the higher of two intermediate ratings) shall be used (E.G.,
A/Baa1 results in Level II Status, as does A/Baa2).


                                       2
<PAGE>

                                                                       EXHIBIT A


                                 PROMISSORY NOTE

                                                              New York, New York
                                                              ___________ , 2001

         For value received, TYCO INTERNATIONAL GROUP S.A., a Luxembourg company
(the "Borrower"), promises to pay to the order of (the "Bank"), for the account
of its Applicable Lending Office, the unpaid principal amount of each Loan made
by the Bank to the Borrower pursuant to the Credit Agreement referred to below
on the maturity date provided for in the Credit Agreement. The Borrower promises
to pay interest on the unpaid principal amount of each such Loan on the dates
and at the rate or rates provided for in the Credit Agreement. All such payments
of principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of The Chase
Manhattan Bank, at 270 Park Avenue, New York, New York.

         All Loans made by the Bank, the respective Classes, Types and
maturities thereof and all repayments of the principal thereof shall be recorded
by the Bank and, if the Bank so elects in connection with any transfer or
enforcement hereof, appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding may be endorsed by the Bank on
the schedule attached hereto, or on a continuation of such schedule attached to
and made a part hereof; PROVIDED that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.

         This promissory note is one of the Promissory Notes referred to in the
Five-Year Credit Agreement dated as of February 7, 2001 among the Borrower, Tyco
International Ltd., the banks listed on the signature pages thereof and The
Chase Manhattan Bank, as Agent (as the same may be amended from time to time,
the "Credit Agreement"). Terms defined in the Credit Agreement are used herein
with the same meanings. Reference is made to the Credit Agreement for provisions
for the prepayment hereof and the acceleration of the maturity hereof.

         Except as permitted by Section 9.06 of the Credit Agreement, this
Promissory Note may not be assigned by the Bank to any other Person.


                                      A-1
<PAGE>



         This Promissory Note shall be governed by and construed in accordance
with the laws of the State of New York.


                                    TYCO INTERNATIONAL GROUP S.A.


                                    By:
                                         ______________________________________
                                         Name:
                                         Title:




                                      A-2
<PAGE>

                            Promissory Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL

----------------------------------------------------------------------------
          Amount      Class    Amount of    Unpaid
            of       and Type  Principal   Principal  Maturity   Notation
Date       Loan      of Loan     Repaid     Amount      Date      Made By
----------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      A-3
<PAGE>

                                                                       EXHIBIT B


                       FORM OF MONEY MARKET QUOTE REQUEST

                                                                         [Date]

To:      The Chase Manhattan Bank (the "Agent")

From:    Tyco International Group S.A.

                  Re:     Five-Year Credit Agreement (the "Credit Agreement")
                          dated as of February 7, 2001 among the Borrower, Tyco
                          International Ltd., the Banks listed on the signature
                          pages thereof and the Agent

         We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

         Date of Borrowing: __________________

         Principal Amount*          Interest Period**
         ----------------           ---------------

         $

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                    TYCO INTERNATIONAL GROUP S.A.

                                    By
                                      _________________________________________
                                        Title:

----------
         *Amount must be $10,000,000 or a larger multiple of $1,000,000.

         **Not less than one month (LIBOR Auction) or not less than 7 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.


                                      B-1
<PAGE>



                                    By
                                      _________________________________________
                                        Title:



                                      B-2
<PAGE>


                                                                       EXHIBIT C


                   FORM OF INVITATION FOR MONEY MARKET QUOTES

To:      [Name of Bank]

                  Re:     Invitation for Money Market Quotes to Tyco
                          International Group S.A. (the "Borrower")


         Pursuant to Section 2.03 of the Five-Year Credit Agreement dated as of
February 7, 2001 among the Borrower, Tyco International Ltd., the Banks parties
thereto and the undersigned, as Agent (the "Credit Agreement"), we are pleased
on behalf of the Borrower to invite you to submit Money Market Quotes to the
Borrower for the following proposed Money Market Borrowing(s):

         Date of Borrowing: __________________

         PRINCIPAL AMOUNT   INTEREST PERIOD



         $

         Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

         Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                            THE CHASE MANHATTAN BANK

                                            By
                                              _________________________________
                                                Authorized Officer


<PAGE>

                                                                       EXHIBIT D


                           FORM OF MONEY MARKET QUOTE

To:      The Chase Manhattan Bank, as Agent

Re:      Money Market Quote to Tyco International Group S.A. (the "Borrower")

         In response to your invitation on behalf of the Borrower dated
_____________, 20__, we hereby make the following Money Market Quote on the
following terms:

         1.       Quoting Bank: ________________________________

         2.       Person to contact at Quoting Bank:

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

         3.       Date of Borrowing: ____________________*

         4.       We hereby offer to make Money Market Loan(s) in the following
                  principal amounts, for the following Interest Periods and at
                  the following rates:

         Principal Interest Money Market

         Amount**     Period***        [Margin****]      [Absolute Rate*****]
         --------     ---------        ------------      --------------------

         $

         $

         [Provided, that the aggregate principal amount of Money Market Loans
for which the above offers may be accepted shall not exceed $____________.]**

         ----------

         * As specified in the related Invitation.

         ** Principal amount bid for each Interest Period may not exceed
principal amount requested. Specify aggregate limitation if the sum of the
individual offers exceeds the amount the Bank is willing to lend. Bids must be
made for $5,000,000 or a larger multiple of $1,000,000.


                                      D-1
<PAGE>

         (notes continued on following page)

         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Five-Year Credit
Agreement dated as of February 7, 2001 (the "Credit Agreement") among the
Borrower, Tyco International Ltd., the Banks listed on the signature pages
thereof and yourselves, as Agent, irrevocably obligates us to make the Money
Market Loan(s) for which any offer(s) are accepted, in whole or in part, in
accordance with Section 2.03(f) of the Credit Agreement.

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                            Very truly yours,


                                            [NAME OF BANK]

Dated:_______________                       By:__________________________
                                               Authorized Officer



----------
*** Not less than one month or not less than 7 days, as specified in the related
Invitation. No more than five bids are permitted for each Interest Period.
**** Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%)
and specify whether "PLUS" or "MINUS".
***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                   Form of Opinion of Chief Corporate Counsel
                                of the Guarantor


                                                     February __, 2001


To the Banks and the AgentNamed on the Attached Distribution List
c/o The Chase Manhattan Bank, as Agent
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:


         I am the Executive Vice President and Chief Corporate Counsel of Tyco
International Ltd., a Bermuda company (the "GUARANTOR"), which owns all of the
outstanding capital stock of Tyco International Group S.A., a Luxembourg company
(the "Borrower"). I am rendering this opinion in connection with that certain
Five-Year Credit Agreement (the "CREDIT AGREEMENT"), dated as of February 7,
2001, among the Borrower, the Guarantor, the banks listed on the signature pages
thereof (the "BANKS") and The Chase Manhattan Bank, as Agent. This opinion is
being delivered to you pursuant to Section 3.01(b) of the Credit Agreement. Each
term defined in the Credit Agreement and used herein, but not otherwise defined
herein, has the meaning ascribed thereto in the Credit Agreement.

         In connection with the opinion set forth herein, I have caused
attorneys employed under my supervision to review the Credit Agreement and the
Promissory Notes of the Borrower (collectively, the "FINANCING DOCUMENTS"), and
have caused attorneys employed under my supervision to examine originals or
copies, certified or otherwise identified to my satisfaction, of such documents,
records, certificates and instruments as I have deemed relevant and necessary as
a basis for the opinion hereinafter expressed.

         In connection with such examination, I have assumed the genuineness of
all signatures on original documents, the authenticity of all documents
submitted for review as originals, the conformity to the originals of all copies
submitted for review as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. As to various questions of fact
material to this opinion, I have relied, without independent investigation or
verification, upon statements,


                                      E-1
<PAGE>

representations and certificates of officers and other representatives of the
Borrower, the Guarantor and certificates of public officials. In addition, I
have assumed that (i) the Credit Agreement has been validly authorized, executed
and delivered by all parties thereto (other than the Borrower and the
Guarantor), (ii) each party to the Credit Agreement (other than the Borrower and
the Guarantor) has been duly organized and is a corporation or other entity
validly existing and in good standing (to the extent applicable) under the laws
of its respective jurisdiction of organization, with the full corporate or other
organizational power to execute and deliver the Credit Agreement and to perform
its respective obligations thereunder, (iii) the Credit Agreement constitutes
the legal, valid and binding obligations of the respective parties thereto
(other than the Borrower and the Guarantor) enforceable against such parties in
accordance with its terms, (iv) the execution and delivery of the Credit
Agreement by each party thereto (other than the Borrower and the Guarantor) and
the performance by such parties of their respective obligations thereunder do
not violate such parties' respective articles or certificate of incorporation or
by-laws, or other organizational documents, and (v) the execution, delivery and
performance by each party to the Credit Agreement (other than the Borrower and
the Guarantor) and the performance by such parties of their respective
obligations thereunder do not violate any agreement, judgment, injunction,
decree, order of any governmental authority, other instrument, law or regulation
applicable to such party.

         Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, it is my opinion that:

         1. The execution, delivery and performance by the Borrower of the
Credit Agreement and the Promissory Notes (a) require no action by or in respect
of, or filing with, any governmental body, agency or official, in each case, on
the part of the Borrower; and (b) do not contravene, or constitute a default by
the Borrower under, any provision of (i) applicable law or regulation, or (ii)
any agreement or instrument evidencing or governing debt of the Borrower, or any
other agreement, judgment, injunction, order, decree or other instrument binding
upon the Borrower.

         2. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Promissory Note constitutes a valid and binding obligation
of the Borrower.

         3. The performance by the Guarantor of its obligations under the Credit
Agreement (a) requires no action by or in respect of, or filing with, any
governmental body, agency or official, in each case, on the part of the
Guarantor; and (b) does not contravene, or constitute a default by the Guarantor
under, any provision of (i) applicable law or regulation or (ii) any agreement
or instrument


                                      E-2
<PAGE>

evidencing or governing debt of the Guarantor, or any other agreement, judgment,
injunction, order, decree or other instrument binding upon the Guarantor.

         4. The Credit Agreement constitutes a valid and binding obligation of
the Guarantor.

         5. There is no action, suit or proceeding pending against, or, to the
best of my knowledge, threatened against or affecting, the Guarantor or any of
its Subsidiaries before any court or arbitrator or any governmental body, agency
or official, in which there is a reasonable possibility of an adverse decision
which could, based upon the facts and circumstances in existence on the date
hereof, reasonably be expected to have a Material Adverse Effect or which in any
manner draws into question the validity of the Financing Documents.

         6. Each of the Guarantor's Consolidated Subsidiaries is a corporation
validly existing and in good standing under the laws of its jurisdiction of
incorporation, except where the failure to be so incorporated, existing or in
good standing could not, based upon the facts and circumstances existing on the
date hereof, reasonably be expected to have a Material Adverse Effect, and has
all corporate powers and all Consents required to carry on its business as now
conducted other than those powers and Consents, the failure of which to be
possessed or obtained could not, based upon the facts and circumstances in
existence on the date hereof, reasonably be expected to have a Material Adverse
Effect.

         The opinion set forth herein is subject to the following qualifications
and limitations:

         (a) The enforceability of the Credit Agreement and the Promissory Notes
may be subject to or limited by bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance or transfer or other similar laws
and court decisions, now or hereafter in effect, relating to or affecting the
rights of creditors generally.

         (b) The enforceability of the Credit Agreement and the Promissory Notes
is or will be subject to the application of and may be limited by general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law). Such principles of equity are of general
application, and in applying such principles a court, among other things, might
not allow a creditor to accelerate maturity of a debt under certain
circumstances including, without limitation, upon the occurrence of a default
deemed immaterial, or might decline to order the Borrower, the Guarantor or any
of the other parties to the Financing Documents to perform covenants. Such
principles as applied by a court might include a requirement that a creditor act
with


                                      E-3
<PAGE>

reasonableness and in good faith. Thus, I express no opinion as to the validity
or enforceability of (i) provisions restricting access to legal or equitable
remedies, such as the specific performance of executory covenants, (ii)
provisions that purport to establish evidentiary standards, (iii) provisions
relating to waivers, severability, set-off, or delay or omission of enforcement
of rights or remedies, and (iv) provisions purporting to convey rights to
persons other than parties to the Financing Documents.

         (c) The remedy of specific performance and injunctive and other forms
of equitable relief are subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

         I call your attention to the fact that I am admitted to practice law
only in the State of New York and, in rendering the foregoing opinion, I do not
express any opinion as to any laws other than the laws of the State of New York
and the Federal laws of the United States of America. Insofar as the foregoing
opinion involves matters governed by the law of Luxembourg or Bermuda, I have
relied, without independent investigation or verification, upon the respective
opinions of Beghin & Feider in association with Allen & Overy, special
Luxembourg counsel for the Borrower, and of Appleby Spurling & Kempe, special
Bermuda counsel for the Guarantor.

         The opinion expressed herein is based upon the laws in effect on the
date hereof, and I assume no obligation to revise or supplement this opinion
should any such law be changed by legislative action, judicial decision, or
otherwise.

         This opinion is being delivered to you solely for your benefit in
connection with the Financing Documents, and neither this opinion nor any part
hereof may be delivered to, or used, referred to or relied upon, by any other
person or for any other purpose without my express prior written consent, except
that any person who is a permitted successor or assign of a Bank in accordance
with the provisions of the Credit Agreement may rely upon this opinion as if it
were specifically addressed and delivered to such person on the date hereof.

                                                     Very truly yours,




                                      E-4
<PAGE>

                                                                       EXHIBIT F


                       Form of Opinion of Special Counsel
                                for the Borrower


To the Banks listed on the signature pagesof the Credit Agreement (defined
below)
and The Chase Manhattan Bank, as Agent
270 Park Avenue
New York, New York 10017

                                                               Luxembourg
                                                               February __, 2001


                          TYCO INTERNATIONAL GROUP S.A.
             (INCORPORATED WITH LIMITED LIABILITY UNDER THE LAWS OF
                         THE GRAND-DUCHY OF LUXEMBOURG)


Dear Sirs:

         We have acted as the legal advisers in the Grand-Duchy of Luxembourg
("LUXEMBOURG") to Tyco International Group S.A., a Luxembourg company (the
"COMPANY"), in connection with the Five-Year Credit Agreement dated as of
February 7, 2001 (the "CREDIT AGREEMENT") among the Company, Tyco International
Ltd., a Bermuda company (the "GUARANTOR"), the Banks listed on the signature
pages thereof and The Chase Manhattan Bank, as Agent (the "AGENT"). This opinion
is being delivered to you pursuant to Section 3.01(b) of the Credit Agreement.

         We give this opinion on the basis of and subject to the assumptions and
qualifications set out below.

           1.   BASIS OF OPINION

                  (a) This opinion is confined to Luxembourg law currently in
         force and applied. This opinion is to be construed in accordance with
         the laws of Luxembourg.

                  (b) For the purpose of giving this opinion, we have examined
         copies of the following documents:



                                      F-1
<PAGE>

                           (i) the Credit Agreement;

                          (ii) the Promissory Notes executed by the Company
                  on February __, 2001;

                        [(iii) a copy of the articles of association of the
                  Company in their version of 30th March 1998, filed with the
                  Luxembourg Company Register on 22 April 1998 and published in
                  the Official Gazette (MEMORIAL) C-N(Degree) 474 of 29th June
                  1998, an amendment to the articles of association of the
                  Company by way of a notarial deed dated 6 July 1998 and
                  published in the Official Gazette (MEMORIAL) C-N(Degree) 733
                  of 10th October 1998, an amendment to the articles of
                  association of the Company by way of a notarial deed dated
                  22nd October 1998, not yet published, and an amendment to the
                  articles of association of the Company by way of a notarial
                  deed dated December 4, 1998, not yet published;][counsel to
                  update]

                          (iv) a copy of minutes of a meeting of the board of
                  directors of the Company held on ____________ approving the
                  execution of the Credit Agreement and the Promissory Notes;
                  and

                           (v) such other documents, records, certificates and
                  instruments as we have thought necessary or desirable,
                  including information gathered at the Luxembourg Company
                  Register and at the District Court of Luxembourg.

         As used herein, the term "FINANCING DOCUMENTS" means the "Financing
Documents" as defined in the Credit Agreement. Terms defined in the Credit
Agreement and used herein, but not otherwise defined herein, have the meanings
ascribed thereto in the Credit Agreement.

         2. ASSUMPTIONS

         With your consent, we have assumed and we have not verified
independently:

                  (a) that any copies we have examined are complete and accurate
         copies of the originals;

                  (b) the genuineness and authority of all the signatures,
         stamps and seals on all original or copy documents which we have
         examined;



                                      F-2
<PAGE>

                  (c) that all documents have been duly authorized, executed and
         delivered by, and are within the capacity and power of, all the parties
         thereto, other than the Company;

                  (d) that the documents which are not governed by Luxembourg
         law are legal, valid, binding and enforceable in accordance with their
         terms under their chosen governing law being the laws of the State of
         New York; and

                  (e) that none of the opinions below would be affected by the
         laws (including the public policy) of any jurisdiction outside
         Luxembourg.

         On the above basis and subject to the assumptions and qualifications
set out above and below, and further subject to any matters, documents, or
events not disclosed to us and to undisclosed matters of fact which would affect
the conclusions set out below, we are of the opinion that:

         3. OPINION

                  (a) The Company is a limited liability corporation duly
         organized and validly existing under the laws of Luxembourg pursuant to
         the articles of association provided in a notarial deed of March 30,
         1998, as amended, and was formerly incorporated under the laws of
         Gibraltar under the name of Velum Limited.

                  (b) The Company has all company powers and all material
         governmental licenses, consents and approvals required to carry on its
         business as now conducted (other than such powers or consents the
         failure of which to be obtained could not reasonably be expected to
         have a Material Adverse Effect).

                  (c) The execution, delivery and performance by the Company of
         the Credit Agreement and the Promissory Notes (i) are within the
         Company's powers, (ii) have been duly authorized by all necessary
         company action, (iii) require no action by or filing with any
         governmental body, agency or official, (iv) do not contravene or
         constitute a default under (A) applicable law or regulation, (B) the
         Company's articles of association or (C) any agreement or instrument
         governing debt of the Company or any other material agreement,
         judgment, injunction, order, decree or other instrument binding upon
         the Company.

                  (d) The Credit Agreement constitutes a valid and binding
         agreement of the Company, and each Promissory Note constitutes a valid
         and binding obligation of the Company.



                                      F-3
<PAGE>


                  (e) There is no action, suit or proceeding pending or
         threatened against or affecting the Company or any of its Subsidiaries
         in which there is a reasonable possibility of an adverse decision which
         could reasonably be expected to have a Material Adverse Effect or which
         in any manner draws into question the validity of the Financing
         Documents.

                  (f) There is no tax, impost, deduction or withholding imposed
         by Luxembourg or any political subdivision thereof on or by virtue of
         the execution, delivery or enforcement of the Financing Documents or
         any other agreement or instrument relating thereto.

                  (g) Each of the Financing Documents to which the Company is a
         party is in proper legal form under the laws of Luxembourg for the
         enforcement thereof against the Company under the laws of Luxembourg.

                  (h) To ensure the legality, validity, enforceability or
         admissibility in evidence of the Financing Documents in Luxembourg, it
         is not necessary that the Financing Documents or any other document be
         filed or recorded with any court or other authority in Luxembourg.

                  (i) The choice of the laws of the State of New York to govern
         the Credit Agreement and the Promissory Notes is a valid and binding
         choice of law and will be recognized and applied by the courts of
         Luxembourg.

                  (j) Any judgment obtained in any federal or New York State
         court sitting in New York City, arising out of or in relation to the
         obligations of the Company under the Financing Documents would be
         enforceable in Luxembourg against the Company.

         4. QUALIFICATIONS

         The foregoing opinion is subject to the following qualifications.

                  (a) INSOLVENCY. This opinion is subject to all insolvency and
         other similar laws affecting the rights of creditors VIS-A-VIS the
         Company, including INTER ALIA suspension of payments, bankruptcy,
         reorganization or moratorium.

                  (b) CORPORATE BENEFIT. The Company may only validly enter the
         Financing Documents to which it is a party if and to the extent that
         such entry does not threaten its existence or the rights of its
         creditors and that the Company can reasonably hope to draw directly or
         indirectly a


                                      F-4
<PAGE>

         corporate benefit, at least in the long term, from the Financing
         Documents. We have no indication and no reason to believe that entering
         the Financing Documents would be other than for the corporate benefit
         of the Company.

                  (c) CHOICE OF LAW. The Luxembourg courts (assuming that
         litigation were brought to the Luxembourg courts and that Luxembourg
         courts had jurisdiction) would not apply a chosen foreign law if:

                           (i)   it were not pleaded and proven; or

                          (ii) if pleaded and proven, such foreign law would be
                  contrary to the mandatory rules of Luxembourg law or
                  manifestly incompatible with Luxembourg public policy.

                  (d) ENFORCEMENT OF JUDGMENTS. The Luxembourg courts would
         enforce a final and conclusive judgment against the Company rendered by
         any federal or New York State court sitting in New York City in any
         suit, action or proceedings arising out of or in relation to the
         obligations of the Company under the Financing Documents provided,
         however, that such judgment would comply with the conditions imposed by
         article 678 of the Luxembourg NOUVEAU CODE DE PROCEDURE CIVILE (i.e.,
         the EXEQUATUR procedure) as currently interpreted by the Luxembourg
         courts and doctrine; namely, the foreign judgment

                          (i) is final and enforceable in the jurisdiction where
                  it has been rendered and complies with the conditions posed by
                  any treaty,

                          (ii) has been rendered in accordance with the legal
                  formalities applicable in such jurisdiction,

                          (iii) emanates from a court having both international
                  (according to Luxembourg's conflict of laws rules) and
                  national (according to the law of the foreign jurisdiction)
                  competence,

                          (iv) applies the substantive law of the country whose
                  law would be applied according to Luxembourg's conflict of
                  laws rules; and

                          (v) is not contrary to Luxembourg public policy or
                  mandatory rules of Luxembourg law.


                                      F-5
<PAGE>

                  (e) JUDGMENT CURRENCY. Any obligation to pay an amount in a
         currency other than Luxembourg Francs will be enforceable in Luxembourg
         only in terms of Luxembourg Francs, though monetary judgments may be
         expressed in a foreign currency and/or its Luxembourg Francs equivalent
         at the time of payment, and any loss incurred as a result of a currency
         exchange fluctuation can be recovered under Luxembourg law.

                  (f) LUXEMBOURG LEGAL CONCEPTS. This opinion shall be construed
         in accordance with Luxembourg law and Luxembourg legal concepts are
         expressed in English terms and not in their original French terms. The
         concepts concerned may not be identical to the concepts described by
         the same English terms as they exist under the laws of other
         jurisdictions. This opinion may, therefore, only be relied upon under
         the express condition that any issues of interpretation arising
         thereunder will be governed by Luxembourg law and be brought before a
         Luxembourg court.

                  (g) REGISTRATION. If the Financing Documents are or must be
         produced in any court proceedings in Luxembourg or before any official
         authority in Luxembourg, registration thereof may be ordered in which
         case an AD VALOREM tax at the rate of 0.24 percent of the amount
         mentioned in the registered document or a fixed duty of LUF 500 for
         each of the Financing Documents would then be payable upon
         registration.

                  (h) BINDING DOCUMENTS. The opinion expressed under (c)(iv)(C)
         is solely based upon a review of documents which have been filed by the
         Company with the Luxembourg Company Register and the certificate of the
         Managing Directors of the Company attached to this opinion as Appendix
         A.

                  (i) LITIGATION. The opinion expressed under (e) above is
         solely based on oral information received from the registrar of the
         district court of Luxembourg.

                  (j) SET-OFF. No opinion can be expressed as to whether the
         provisions in the Credit Agreement on set-off (so far as the Company is
         concerned) would be effective and enforceable against a Luxembourg
         insolvency official.

                  (k) PENALTY CLAUSE. It is possible that a Luxembourg court (if
         having jurisdiction) would consider Section 2.15 of the Credit
         Agreement whereby the Borrower may be obliged to pay additional
         interest on the


                                      F-6
<PAGE>

         related Euro-Dollar loan at a rate PER ANNUM determined by the relevant
         Bank as a penalty clause (CLAUSE PENALE).

Penalty clauses as governed by article 1152 and articles 1226 ET SEQ. of the
Luxembourg civil code are allowed to the extent that they provide for a
reasonable level of damages. The judge has however the right to reduce (or
increase) the amount thereof if it is unreasonably high (or low).

                  (l) LANGUAGE DIFFERENCES. It is noted that there are always
         irreconcilable differences between languages making it impossible to
         guarantee a totally accurate translation or interpretation. In
         particular, there are always some legal concepts which exist in one
         jurisdiction and not in another, and in those cases it is bound to be
         difficult to provide a completely satisfactory translation or
         interpretation because the vocabulary is missing from the language. We
         accept no responsibility for omissions or inaccuracies to the extent
         they are attributable to such factors.

         This opinion is as of this date and we undertake no obligation to
update this opinion or advise of changes hereafter occurring.

         We express no opinion as to any matters other than those expressly set
forth herein, and no opinion is, or may be, implied or inferred herefrom.

         This opinion is given for your benefit as well as that of your
assignees, successors and legal advisers. It may also be relied upon by Mark A
Belnick, Executive Vice President and Chief Corporate Counsel to the Guarantor,
for the purposes of issuing the opinion required pursuant to Section 3.01(b)(i)
of the Credit Agreement. It may not be relied upon by any other person. It may
not be disclosed to third parties, quoted, referred to or otherwise used (save
as required by law) without our prior written consent.

Yours faithfully,



                                      F-7
<PAGE>

                                                                       EXHIBIT G


                       Form of Opinion of Special Counsel
                                for the Guarantor


To the Banks and the Agent
   Named on Schedule 1 to this Opinion
c/o The Chase Manhattan Bank (as Agent)
270 Park Avenue
New York, NY 10017 U.S.A.

Dear Sirs,

         Re: TYCO INTERNATIONAL LTD. (THE "COMPANY")

         We have been instructed by the Company, a Bermuda corporation, which
owns all of the issued shares of Tyco International Group S.A., a Luxembourg
company (the "BORROWER"), to address this opinion to you in connection with the
Five-Year Credit Agreement dated as of February 7, 2001 among the Borrower, the
Company, the Banks listed on the signature pages thereof and the Agent (the
"CREDIT AGREEMENT"), entered into by the Company in connection with all
principal of and interest on amounts loaned to the Borrower under the Financing
Documents.

         Unless otherwise defined therein, terms defined in the Credit Agreement
have the same meanings when used in this opinion.

         For the purposes of this opinion, we have been supplied with and have
reviewed, and relied upon the following documents:

                  (A) a copy of the executed Credit Agreement;

                  (B) a copy of the executed Promissory Notes;

         The Documents referred to in (A) and (B) inclusive are together
referred to as the "FINANCING DOCUMENTS".

                  (C) certified copies of the Certificate of Incorporation, the
         Certificate evidencing the change of name of the Company from ADT
         Limited to TYCO International Ltd. and the Memorandum of Association
         and the By-laws of the Company;



                                      G-1
<PAGE>


                  (D) a certified copy of an extract of the minutes of a meeting
         of the Board of Directors of the Company held on ____________ (the
         "RESOLUTIONS"); and

                  (E) a certified copy of the Share Certificate evidencing
         ownership by the Company of the Borrower.

         We also examined and relied upon:

                  (A) A Certificate of Compliance issued by the Registrar of
Companies in Bermuda in respect of the Company on February __, 2001; and

                  (B) Our searches of the documents of public record in relation
to the Company maintained by the Registrar of Companies in Bermuda made on
February __, 2001 and of the Causes Book maintained by the Registrar of the
Supreme Court of Bermuda made on the same date (the "SEARCHES").

         In giving this opinion, we have assumed:

                          (1) the capacity, power and authority of each of the
                  parties other than the Company to execute, deliver and perform
                  its obligations under and the due execution and delivery by
                  all parties other than the Company of the Financing Documents;

                          (2) that each party, other than the Company, has duly
                  authorised, executed, delivered and taken such other action as
                  may be required by such party to enter into and perform the
                  Financing Documents in the form of the execution copies we
                  have reviewed for the purpose of this opinion without
                  alteration which is material to this opinion and that all such
                  actions were duly authorised when taken;

                          (3) that no authorization or approval by, or filing
                  with, any governmental or regulatory authority, other than
                  such authorizations, approvals and filings as each party other
                  than the Company has obtained or made, is necessary for such
                  party to duly execute and deliver, or to duly perform all of
                  its obligations under the Financing Documents, or for the
                  validity and enforceability of the Financing Documents;

                          (4) that each of the Financing Documents constitutes
                  the legal, valid and binding obligation of each party to it,
                  other than the


                                      G-2
<PAGE>

                  Company, and is enforceable against each such party in
                  accordance with its terms;

                          (5) that the Financing Documents are legal, valid and
                  binding under the laws of the State of New York by which they
                  are expressed to be governed;

                          (6) that the records which were the subject of the
                  Searches on February __, 2001 were complete and accurate at
                  the time of such searches and disclosed all information which
                  is material for the purposes of this opinion and such
                  information has not since such date been materially altered;

                          (7) that there is no provision of the law of any
                  jurisdiction, other than Bermuda, which would have any
                  implication in relation to the opinions herein expressed;

                          (8) the genuineness of all signatures on the documents
                  which we have examined;

                          (9) the conformity to original documents of all
                  documents produced to us as copies and the authenticity of all
                  original documents which, or copies of which, have been
                  submitted to us;

                          (10) the accuracy and completeness of all factual
                  representations made in the Financing Documents, the
                  Resolutions, and any certificates or other documents which we
                  have examined and upon which we have relied;

                          (11) that the Resolutions are in full force and effect
                  and have not been rescinded or altered in any way material to
                  this opinion; and

                          (12) that the Company is entering into its obligations
                  under the Credit Agreement in good faith and for the purpose
                  of carrying on its commercial business in the ordinary course
                  thereof and that there are reasonable grounds for believing
                  that the transactions contemplated by the Financing Documents
                  will benefit the Company.

         Based upon and subject to the foregoing, and subject to the
reservations set out below, to matters not disclosed to us and matters of fact
which would affect the conclusion set out below and having regard to such legal
considerations as we deem relevant, we are of the opinion that:



                                      G-3
<PAGE>

         (i). The Company is a company duly incorporated, duly organised and
validly existing under the laws of Bermuda. The Memorandum of Association of the
Company has been duly filed in the office of the Registrar of Companies of
Bermuda and no other filing, recording, publishing or other act is necessary or
appropriate in Bermuda in connection with the transaction as described in the
Credit Agreement except those which have been duly made or performed.

         (ii). The Company has the corporate power and authority to enter into
and perform the Credit Agreement and has taken all corporate action required on
its part to authorise the execution, delivery and performance of the Credit
Agreement.

        (iii). The execution, delivery and performance of the Credit Agreement
by the Company (i) does not and will not violate the Certificate of
Incorporation, Memorandum of Association or Bye-laws of the Company; (ii)
conflict with The Companies Act 1981 or any other law or governmental rule or
regulation published by the Bermuda Government which is applicable to the
Company; and (iii) as far as can be ascertained from the Searches (which are
not conclusive) does not and will not violate or conflict with any judgment,
order, decree, injunction or award of any authority, agency or court in
Bermuda to which the Company is subject.

         (iv). The obligations of the Company as set out in the Credit
Agreement constitute, legal, valid and binding obligations of the Company.

         (v).  The Company having been designated as non-resident for the
purposes of the Exchange Control Act 1972, it is not necessary for the consent
of any authority or agency in Bermuda to be obtained to enable the Company to
enter into and perform its obligations set out in the Credit Agreement.

         (vi). The obligations of the Company under the Credit Agreement will
rank at least PARI PASSU in priority of payment with all other unsecured
unsubordinated indebtedness of the Company other than indebtedness which is
preferred by virtue of any provision of Bermuda law of general application.

         (vii). As far as can be ascertained from the Searches (which are not
conclusive), no litigation, arbitration or administrative proceedings of or
before any court, arbitrator or governmental instrumentality of or in Bermuda
is, to the best of our knowledge, pending with respect to the Company in
connection with the Credit Agreement or the transactions contemplated thereby.

         (viii). The Company will be permitted to make all payments under the
Credit Agreement free of any deduction or withholding therefrom in Bermuda and


                                      G-4
<PAGE>

such payments will not be subject to any tax imposed by the Government of
Bermuda or any taxing authority thereof or therein.

         (ix). The entry into, performance and enforcement of the Credit
Agreement will not give rise to any registration fee or to any stamp, excise or
other similar tax imposed by the Government of Bermuda or any taxing authority
thereof or therein.

         (x).  Subject to paragraph (xii) and reservation (f) below, it is not
necessary or advisable under the laws of Bermuda in order to ensure the
validity, effectiveness or enforceability or admissibility in evidence of the
Credit Agreement that the Credit Agreement be filed, registered or recorded with
any Court, public office or other Bermuda regulatory authority.

         (xi). The choice of the laws of the State of New York to govern the
Credit Agreement is a proper, valid and binding choice of law and will be
recognised and applied by the courts of Bermuda provided that the point is
specifically pleaded and that such choice of law is a valid and binding choice
of law under the laws of the State of New York.

         (xii). A final and conclusive judgment obtained in the Courts of the
State of New York or Federal Courts of the United States of America against the
Company based upon the Credit Agreement under which a sum of money is payable
(other than a sum of money payable in respect of taxes or other charges of a
like nature or in respect of a fine or other penalty or in respect of Multiple
Damages as defined in the Protection of Trading Interest Act, 1981) may be the
subject of enforcement proceedings in the Supreme Court of Bermuda, without
re-examination of the merits, under the Common Law Doctrine of Obligation. A
final opinion as to the availability of this remedy should be sought when the
facts surrounding the foreign judgment are known but, on general principles, we
would expect such an application to be successful provided that:

                           (A) the Court which gave the judgment was competent
                  to hear the action in accordance with private international
                  law principles as applied in Bermuda;

                          (B) the judgment has not been obtained by fraud;

                          (C) the judgment is not and its enforcement would not
                  be contrary to public policy of Bermuda;

                          (D) the judgment has not been obtained in proceedings
                  contrary to natural justice; and



                                      G-5
<PAGE>



                          (E) the correct procedures under the laws of Bermuda
                  are duly complied with.

         Neither the Company nor any of its property or assets (or any portion
thereof) enjoys, under the laws of Bermuda, immunity from suit, execution,
attachment or other legal process in any proceedings in Bermuda in connection
with the Credit Agreement.

         Our reservations are as follows:

         (a) We are admitted to practise law in the Islands of Bermuda and we
express no opinion as to any law other than Bermuda law and none of the opinions
expressed herein relates to compliance with or matters governed by the laws of
any jurisdiction except Bermuda.

         (b) Where an obligation is to be performed in a jurisdiction other than
Bermuda, the Courts of Bermuda may refuse to enforce it to the extent that such
performance would be illegal or contrary to public policy under the laws of such
other jurisdiction.

         (c) We express no opinion as to the availability of equitable remedies,
such as specific performance or injunctive relief, or as to matters which are
within the discretion of the Courts of Bermuda such as the award of costs or
questions relating to forum non-conveniens. Further, we express no opinion as to
the validity or binding effect of any waiver of or obligation to waive any
provision of law (whether substantive or procedural) or any right or remedy
arising through circumstances not known at the time of entering into the
Financing Documents.

         (d) We express no opinion as to the validity or the binding effect of
any obligations of the Borrower in the Financing Documents which provide for the
payment by the Borrower of a higher rate of interest on overdue amounts than on
amounts which are current. A Bermuda Court, even if it were applying the laws of
the State of New York might not give effect to such provision as being contrary
to public policy if it could be established that the amount expressed as being
payable was such that the provision was in the nature of a penalty; that is to
say a requirement for a stipulated sum to be paid irrespective of, or
necessarily greater than, the loss likely to be sustained. The Court will
determine and award what it considers to be reasonable damages. Section 9 of The
Interest and Credit Charges (Regulations) Act 1975 provides that the Bermuda
Courts have discretion as to the amount of interest if any payable on the amount
of a judgment after the date of judgment. If the Court does not exercise that
discretion, then interest will accrue at the statutory rate which is currently
7% per annum.



                                      G-6
<PAGE>


         (e) The obligations of the Company under the Credit Agreement will be
subject to any laws from time to time in effect relating to bankruptcy,
insolvency or liquidation or any other laws or other legal procedures affecting
generally the enforcement of creditors' rights and may also be the subject of
the statutory limitation of the time within which such proceedings may be
brought.

         (f) To the extent that the Financing Documents or the transactions
contemplated thereunder, create or give rise to the creation of any charge over
any assets of the Company, such charge will be registerable under Part V of The
Companies Act 1981 of Bermuda. The fee payable for registration of a charge is
$425.00. Registration is not compulsory and there is no time limit within which
it must be effected. Any charge which is registerable, and which is registered,
under Section 55 of The Companies Act will have priority based on the date that
it is registered and not on the date of its creation (to the extent that
priority of competing charges are to be determined by reference to Bermuda law)
and will have such priority over any unregistered charge. Accordingly, it is
advisable to register any such charge.

         (g) Any provision in the Financing Documents that certain calculations
and/or certificates will be conclusive and binding will not be effective if such
calculations are fraudulent or erroneous on their face and will not necessarily
prevent enquiry into the merits of any claim by an aggrieved party.

         (h) Where a party is vested with a discretion or may determine a matter
in its opinion, such discretion may have to be exercised reasonably or such an
opinion may have to be based on reasonable grounds.

         (i) Searches in the register of companies at the office of the
Registrar of Companies and in the Supreme Court Causes Book at the Registry of
the Supreme Court are not conclusive and it should be noted that the register of
companies and the Supreme Court Causes Book do not reveal:

             (i) whether an application to the Supreme Court for the appointment
         of a receiver or manager has been presented;

             (ii) details of matters which have been lodged for registration but
         have not actually been registered or to the extent they have been
         registered have not been disclosed or appear in the public records at
         the date the search is concluded;

             (iii) details of matters which should have been lodged for
         registration but have not been lodged for registration at the date the
         search is concluded; or


                                      G-7
<PAGE>


             (iv) whether a receiver or manager has been appointed privately out
         of the Supreme Court pursuant to the provisions of a debenture or other
         security, unless notice of the fact has been entered in the register of
         charges in accordance with the provisions of the Act.

         (i) A Bermuda Court may refuse to give effect to any provisions of the
Financing Documents in respect of costs of unsuccessful litigation brought
before the Court or where that Court has itself made an order for costs.

         This opinion is issued on the basis that it will be governed by and
construed in accordance with the provisions of Bermuda law and it is limited to
and is given on the basis of the current law and practice in Bermuda and will
not give rise to action in any other jurisdiction. It is issued solely for your
benefit for the purpose of the transactions described in the Credit Agreement
and it is not to be relied upon by any other person (other than permitted
assigns and transferees under the Credit Agreement), or for any other purpose,
without our written prior consent. Mr. Mark A Belnick, Executive Vice President
and Chief Corporate Counsel of the Company, may rely on our opinion as to
matters of Bermuda law for the purpose of issuing his opinion of even date
herewith.

Yours faithfully,




                                      G-8
<PAGE>

                                                                       EXHIBIT H


                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                  FOR THE AGENT


To the Banks and the AgentReferred to Below
c/o The Chase Manhattan Bank, as Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

         We have participated in the preparation of the Five-Year Credit
Agreement dated as of February 7, 2001 among Tyco International Group S.A., a
Luxembourg company (the "Borrower"), Tyco International Ltd., a Bermuda company
(the "Guarantor"), the banks listed on the signature pages thereof (the "Banks")
and The Chase Manhattan Bank, as Agent (the "Agent"), and have acted as special
counsel for the Agent for the purpose of rendering this opinion pursuant to
Section 3.01(c) of the Credit Agreement. Terms defined in the Credit Agreement
are used herein as therein defined.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of each of the Borrower and
the Guarantor, and that each Promissory Note delivered on the date hereof
constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.

         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, (i) we express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
State of New York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect and (ii) insofar as the foregoing
opinion involves


                                      H-1
<PAGE>

matters governed by the laws of Luxembourg or Bermuda, we have relied, without
independent investigation, upon the respective opinions of Beghin & Feider in
association with Allen & Overy, special Luxembourg counsel for the Borrower, and
of Appleby, Spurling & Kempe, special Bermuda counsel for the Guarantor, copies
of which have been delivered to you.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent, except that
any person who is a permitted successor or assign of a Bank in accordance with
the provisions of the Credit Agreement may rely upon this opinion as if it were
specifically addressed and delivered to such person on the date hereof.

                                  Very truly yours,




                                      H-2
<PAGE>

                                                                       EXHIBIT I


                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), TYCO INTERNATIONAL GROUP S.A. (the
"Borrower") and THE CHASE MANHATTAN BANK, as Agent (the "Agent").

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

         WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Five-Year Credit Agreement dated as of February 7, 2001 among the
Borrower, the Guarantor, the Assignor and the other Banks party thereto, as
Banks, and the Agent (the "Credit Agreement");

         WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate amount at any time
outstanding not to exceed $__________;

         WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate amount of $__________ are outstanding at the
date hereof; and

         WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

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

         SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

         SECTION 2. ASSIGNMENT. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution


                                      I-1
<PAGE>

and delivery hereof by the Assignor, the Assignee, [the Borrower and the Agent]
and the payment of the amounts specified in Section 3 required to be paid on the
date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights
and be obligated to perform the obligations of a Bank under the Credit Agreement
with a Commitment in an amount equal to the Assigned Amount, and (ii) the
Commitment of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor and without any
representations or warranties of any kind, except that the Assignor is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim created by the Assignor.

         SECTION 3. PAYMENTS. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that facility fees in respect of the Assigned Amount accrued to the
date hereof are for the account of the Assignor and such fees accruing from and
including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under the
Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.

         [SECTION 4. CONSENT OF THE BORROWER AND THE AGENT. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to Section
9.06(c) of the Credit Agreement. The execution of this Agreement by the Borrower
and the Agent is evidence of this consent. Pursuant to Section 9.06(c) the
Borrower agrees to execute and deliver a Note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.]

         SECTION 5. NON-RELIANCE ON ASSIGNOR. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of

----------
         *Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.


                                      I-2
<PAGE>


the Credit Agreement or any Note. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Borrower.

         SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 7. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.



                                      I-3
<PAGE>



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

                                    [ASSIGNOR]


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


                                    [ASSIGNEE]


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


                                    TYCO INTERNATIONAL GROUP S.A.


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


                                    THE CHASE MANHATTAN BANK


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




                                      I-4
<PAGE>

                                                                      EXHIBIT J


                              SUBSIDIARY GUARANTEE

                            Dated as of ____________

         WHEREAS, Tyco International Group S.A., a Luxembourg company, has
entered into a Five-Year Credit Agreement dated as of February 7, 2001 (as the
same may be amended from time to time, the "Credit Agreement") among the
Borrower, Tyco International Ltd., the banks listed on the signature pages
thereof, and The Chase Manhattan Bank, as Agent, pursuant to which the Borrower
is or may be entitled, subject to certain conditions, to borrow up to
$2,000,000,000;

         WHEREAS, in conjunction with the transactions contemplated by the
Credit Agreement and in consideration of the financial and other support that
the Borrower has provided, and such financial and other support as the Borrower
may in the future provide, to the undersigned (together with its successors, the
"Guarantor") and in order to induce the Banks and the Agent to enter into the
Credit Agreements and to make Loans thereunder, the Guarantor is willing to
guarantee the obligations of the Borrower under the Credit Agreement and the
Promissory Notes issued thereunder;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees as follows:



                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1. DEFINITIONS. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined. In addition the
following terms, as used herein, have the following meanings:

         "Guaranteed Obligations" means (i) all obligations of the Borrower in
respect of principal of and interest on the Loans and the Promissory Notes, (ii)
all other amounts payable by the Borrower under the Credit Agreement or any
Promissory Note and (iii) all renewals or extensions of the foregoing, in each
case whether now outstanding or hereafter arising. The Guaranteed Obligations
shall include, without limitation, any interest, costs, fees and expenses which
accrue on or with respect to any of the foregoing and are payable by the
Borrower pursuant


                                      J-1
<PAGE>

to the Credit Agreement or any Promissory Note, whether before or after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of any one or more than one of the Obligors, and
any such interest, costs, fees and expenses that would have accrued thereon or
with respect thereto and would have been payable by the Borrower pursuant to the
Credit Agreement or Promissory Note but for the commencement of such case,
proceeding or other action.



                                    ARTICLE 2

                                    GUARANTEE

         SECTION 2.1. THE GUARANTEE. Subject to Section 2.03, the Guarantor
hereby unconditionally and irrevocably guarantees to the Banks and the Agent and
to each of them, the due and punctual payment of all Guaranteed Obligations as
and when the same shall become due and payable, whether at maturity, by
declaration or otherwise, according to the terms thereof. This is a guarantee of
payment and not merely of collection. In case of failure by the Borrower
punctually to pay the indebtedness guaranteed hereby, the Guarantor, subject to
Section 2.03, hereby unconditionally agrees to cause such payment to be made
punctually as and when the same shall become due and payable, whether at
maturity or by declaration or otherwise, and as if such payment were made by the
Borrower.

         SECTION 2.2. GUARANTEE UNCONDITIONAL. The obligations of the Guarantor
under this Article 2 shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:

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

         (b) any modification or amendment of or supplement to any Financing
Document (other than as specified in an amendment or waiver of this Subsidiary
Guarantee effected in accordance with Section 2.03);

         (c) any modification, amendment, waiver, release, non-perfection or
invalidity of any direct or indirect security, or of any guaranty or other
liability of any third party, for any obligation of any other Obligor under any
Financing Document;


                                      J-2
<PAGE>

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

         (e) the existence of any claim, set-off or other rights which the
Guarantor may have at any time against any other Obligor, the Agent, any Bank or
any other Person, whether or not arising in connection with the Financing
Documents; PROVIDED that nothing herein shall prevent the assertion of any such
claim by separate suit or compulsory counterclaim;

         (f) any invalidity or unenforceability relating to or against any other
Obligor for any reason of any Financing Document, or any provision of applicable
law or regulation purporting to prohibit the payment by any other Obligor of the
principal of or interest on any Loan or any other amount payable by any other
Obligor under any Financing Document; or

         (g) any other act or omission to act or delay of any kind by any other
Obligor, the Agent, any Bank or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of the obligations of the Guarantor under this
Article 2.

         SECTION 2.3. LIMIT OF LIABILITY. The Guarantor shall be liable under
this Subsidiary Guarantee only for amounts aggregating up to the largest amount
that would not render its obligations hereunder subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provisions of
any other applicable law.

         SECTION 2.4. DISCHARGE; REINSTATEMENT IN CERTAIN CIRCUMSTANCES .
Subject to Section 4.06, the Guarantor's obligations under this Article 2 shall
remain in full force and effect until the Commitments are terminated and the
principal of and interest on the Loans and all other amounts payable by the
Borrower under the Financing Documents shall have been paid in full. If at any
time any payment of the principal of or interest on any Loan or any other amount
payable by the Borrower under any Financing Document is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of any other Obligor or otherwise, the Guarantor's obligations under this
Article 2 with respect to such payment shall be reinstated at such time as
though such payment had become due but had not been made at such time.

         SECTION 2.5. WAIVER. The Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as


                                      J-3
<PAGE>

well as any requirement that at any time any action be taken by any Person
against any other Obligor or any other Person.

         SECTION 2.6. SUBROGATION AND CONTRIBUTION. (a) The Guarantor
irrevocably waives any and all rights to which it may be entitled, by operation
of law or otherwise, upon making any payment hereunder (i) to be subrogated to
the rights of the payee against the Borrower with respect to such payment or
otherwise to be reimbursed, indemnified or exonerated by any other Obligor in
respect thereof or (ii) to receive any payment, in the nature of contribution or
for any other reason, from any other Obligor with respect to such payment.

         (b) Notwithstanding the provision of subsection (a) of this Section
2.06, the Guarantor shall have and be entitled to (i) all rights of subrogation
or contribution otherwise provided by law in respect of any payment it may make
or be obligated to make under this Subsidiary Guarantee and (ii) all claims (as
defined under Chapter 11 of Title 11 of the United States Code, as amended, or
any successor statute (the "Bankruptcy Code")) it would have against the
Borrower or any other Guarantor (each an "Other Party") in the absence of
subsection (a) of this Section 2.06 and to assert and enforce the same, in each
case on and after, but at no time prior to, the date (the "Subrogation Trigger
Date") which is one year and five days after the Termination Date if, but only
if, (x) no Default or Event of Default of the type described in Section 6.01 of
the Credit Agreement with respect to the relevant Other Party has existed at any
time on and after the date of this Subsidiary Guarantee to and including the
Subrogation Trigger Date and (y) the existence of such Guarantor's rights under
this clause (b) would not make such Guarantor a creditor (as defined in the
Bankruptcy Code) of such Other Party in any insolvency, bankruptcy,
reorganization or similar proceeding commenced on or prior to the Subrogation
Trigger Date.

         SECTION 2.7. STAY OF ACCELERATION. If acceleration of the time for
payment of any amount payable by the Borrower under the Financing Documents is
stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all
such amounts otherwise subject to acceleration under the terms of the Financing
Documents shall nonetheless be payable by the Guarantor hereunder forthwith on
demand by the Agent made at the request of the Required Banks.



                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         The Guarantor represents and warrants to the Agent and the Banks that:


                                      J-4
<PAGE>

         SECTION 3.1. CORPORATE EXISTENCE AND POWER. The Guarantor is a
corporation duly incorporated, validly existing and in good standing under the
laws of __________.

         SECTION 3.2. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery and performance by the Guarantor of this
Subsidiary Guarantee:

         (a) are within the Guarantor's corporate powers;

         (b) have been duly authorized by all necessary corporate action on the
part of the Guarantor;

         (c) require no action by or in respect of, or filing with, any
governmental body, agency or official, in each case, on the part of the
Guarantor; and

         (d) do not contravene, or constitute a default by the Guarantor under,
any provision of (i) applicable law or regulation, (ii) the certificate of
incorporation or by-laws of the Guarantor, or (iii) any agreement or instrument
evidencing or governing Debt of the Guarantor or any other material agreement,
judgment, injunction, order, decree or other instrument binding upon the
Guarantor.

         SECTION 3.3. BINDING EFFECT. This Subsidiary Guarantee constitutes a
valid and binding obligation of the Guarantor.

         SECTION 3.4. NOT AN INVESTMENT COMPANY. The Guarantor is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.



                                    ARTICLE 4

                                  MISCELLANEOUS

         SECTION 4.1. NOTICES. All notices, requests and other communications to
be made to or by the Guarantor hereunder shall be in writing (including, without
limitation, bank wire, telex, facsimile transmission or similar writing) and
shall be given: (a) if to the Guarantor, to it at its address or facsimile
number set forth on the signature pages hereof or such other address or
facsimile number as the Guarantor may hereafter specify for the purpose by
notice to the Agent and (b) if to any party to the Credit Agreement, to it at
its address or telex or facsimile number for notices specified in or pursuant to
the Credit Agreement. Each such notice, request or other communication shall be
effective (i) if given by telex,


                                      J-5
<PAGE>

when such telex is transmitted to the telex number specified in this Section
4.01 and the appropriate answerback is received, (ii) if given by facsimile,
when such facsimile is transmitted to the facsimile transmission number
specified in this Section 4.01 and electronic, telephonic or other appropriate
confirmation of receipt thereof is received by the sender, (iii) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iv) if given by any other
means, when delivered at the address specified in this Section 4.01.

         SECTION 4.2. NO WAIVER. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege under this Subsidiary Guarantee or any
other Financing Document shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein and therein provided shall be cumulative and not exclusive of any rights
or remedies provided by law.

         SECTION 4.3. AMENDMENTS AND WAIVERS. Any provision of this Subsidiary
Guarantee may be amended or waived if, and only if, such amendment or waiver is
in writing and is signed by the Guarantor and the Agent with the prior written
consent of the Required Banks under the Credit Agreement.

         SECTION 4.4. SUCCESSORS AND ASSIGNS. This Subsidiary Guarantee is for
the benefit of the Banks and the Agent and their respective successors and
assigns and in the event of an assignment of the Loans, the Promissory Notes or
other amounts payable under the Financing Documents, the rights hereunder, to
the extent applicable to the indebtedness so assigned, shall be transferred with
such indebtedness. All the provisions of this Subsidiary Guarantee shall be
binding upon the Guarantor and its successors and assigns.

         SECTION 4.5. TAXES. All payments by the Guarantor hereunder shall be
made free and clear of Taxes in accordance with Section 8.04 of the Credit
Agreement. If the Guarantor is organized under the laws of, or has its principal
place of business in, a jurisdiction outside the United States, this Section
4.05 shall be modified in a manner satisfactory to the Agent and the Guarantor
to indemnify for any foreign taxes which may be applicable.

         SECTION 4.6. EFFECTIVENESS; TERMINATION. (a) This Subsidiary Guarantee
shall become effective when the Agent shall have received a counterpart hereof
signed by the Guarantor.

         (b) The Guarantor may at any time elect to terminate this Subsidiary
Guarantee and its obligations hereunder, PROVIDED that, after giving effect
thereto, no Default shall have occurred and be continuing; and PROVIDED FURTHER
that this Subsidiary Guarantee may not be so terminated in respect of any
Guarantor which


                                      J-6
<PAGE>

is at the time a guarantor of TycoLux Debt Securities under the Indenture. If
the Guarantor so elects to terminate this Subsidiary Guarantee, it shall give
the Agent notice to such effect, which notice shall be accompanied by a
certificate of a Responsible Officer to the effect that, after giving effect to
such termination, no Default shall have occurred and be continuing. The Agent
may if it so elects conclusively rely on such certificate. Upon receipt of such
notice and such certificate, unless the Agent determines that a Default shall
have occurred and be continuing, the Agent shall promptly deliver to the
Guarantor the counterpart of this Subsidiary Guarantee delivered to the Agent
pursuant to Section 4.06(a), and upon such delivery this Subsidiary Guarantee
shall terminate and the Guarantor shall have no further obligations hereunder.

         SECTION 4.7. GOVERNING LAW; SUBMISSION TO JURISDICTION . (a) THIS
SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTEE
OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE GUARANTOR IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

         (b) If the Guarantor is not organized under the laws of the United
States of America or a State thereof:

                  (i) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Guarantor
         hereby irrevocably designates and appoints CT Corporation System having
         an office on the date hereof at 111 Eighth Avenue, New York, New York
         10011 as its authorized agent, to accept and acknowledge on its behalf,
         service or any and all process which may be served in any suit, action
         or proceeding of the nature referred to in subsection (a) above in any
         federal or New York State court sitting in New York City. The Guarantor
         represents and warrants that such agent has agreed in writing to accept
         such appointment and that a true copy of such designation and
         acceptance has been delivered to the Agent. Such designation and
         appointment shall be irrevocable until all principal and interest and
         all other amounts payable hereunder shall have been paid in full in
         accordance with the provisions


                                      J-7
<PAGE>

         hereof. If such agent shall cease so to act, the Guarantor covenants
         and agrees to designate irrevocably and appoint without delay another
         such agent satisfactory to the Agent and to deliver promptly to the
         Agent evidence in writing of such other agent's acceptance of such
         appointment.

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

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

         SECTION 4.8. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS SUBSIDIARY GUARANTEE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

         SECTION 4.9. JUDGMENT CURRENCY. If, under any applicable law and
whether pursuant to a judgment being made or registered against the Guarantor or
for any other reason, any payment under or in connection with this Subsidiary
Guarantee, is made or satisfied in a currency (the "Other Currency") other than
that in which the relevant payment is due (the "Required Currency") then, to the
extent that the payment (when converted into the Required Currency at the rate
of exchange on the date of payment or, if it is not practicable for the party
entitled thereto (the "Payee") to purchase the Required Currency with the other
Currency on the date of payment, at the rate of exchange as soon thereafter as
it is


                                      J-8
<PAGE>

practicable for it to do so) actually received by the Payee falls short of
the amount due under the terms of this Subsidiary Guarantee, the Guarantor
shall, to the extent permitted by law, as a separate and independent obligation,
indemnify and hold harmless the Payee against the amount of such short-fall. For
the purpose of this Section, "rate of exchange" means the rate at which the
Payee is able on the relevant date to purchase the Required Currency with the
Other Currency and shall take into account any premium and other costs of
exchange.



                                      J-9
<PAGE>


         IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed by its authorized officer as of the date first above written.

                                          [GUARANTOR]


                                          By __________________________________
                                             Title:
                                             [Address]
                                             Facsimile Number:



                                      J-10
<PAGE>

                                                                      EXHIBIT K


            [Form of Opinion of Counsel for the Subsidiary Guarantor]


To the Banks and the AgentNamed on the Attached Distribution List
c/o The Chase Manhattan Bank, as Agent
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

         I am the [Associate] General Counsel of Tyco International Group S.A.,
a Luxembourg company (the "Borrower"), and have acted as counsel for [name of
Subsidiary Guarantor] (the "Guarantor"), and am rendering this opinion in
connection with that certain Subsidiary Guarantee (the "Subsidiary Guarantee"),
dated as of __________, entered into by the Guarantor, pursuant to that certain
Five-Year Credit Agreement dated as February 7, 2001 (the "Credit Agreement"),
among the Borrower, Tyco International Ltd., the banks listed on the signature
pages thereof (the "Banks") and The Chase Manhattan Bank, as Agent. Each term
defined in the Subsidiary Guarantee and used herein, but not otherwise defined
herein, has the meaning ascribed thereto in the Subsidiary Guarantee. This
opinion is being delivered to you pursuant to the Credit Agreement.

         In connection with the opinion set forth herein, I have reviewed the
Credit Agreement, the Promissory Notes and the Subsidiary Guarantee and have
examined originals or copies, certified or otherwise identified to my
satisfaction, of (i) the [Certificate of Incorporation] and By-laws of the
Guarantor, each as in effect on the date hereof and (ii) such other documents,
records, certificates and instruments as I have deemed relevant and necessary as
a basis for the opinion hereinafter expressed.

         In my examination, I have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to me as
originals, the conformity to the originals of all copies submitted to me as
certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. As to various questions of fact material to this
opinion, I have relied, without independent investigation or verification, upon
statements, representations and certificates of officers and other
representatives of the Guarantor and certificates of public officials.

         Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, it is my opinion that:


                                      K-1
<PAGE>

         (1) The Guarantor is a corporation duly incorporated, validly existing
and in good standing under the laws of _________________.

         (2) The execution, delivery and performance by the Guarantor of the
Subsidiary Guarantee (a) are within the Guarantor's corporate powers; (b) have
been duly authorized by all necessary corporate action on the part of the
Guarantor; (c) require no action by or in respect of, or filing on the part of
the Guarantor with, any governmental body, agency or official, in each case, on
the part of the Guarantor; and (d) do not contravene, or constitute a default by
the Guarantor under, any provision of (i) applicable law or regulation, (ii) the
certificate of incorporation or by-laws of the Guarantor or, (iii) any agreement
or instrument evidencing or governing Debt of the Guarantor, or any other
material agreement, judgment, injunction, order, decree or other instrument
binding upon the Guarantor.

         (3) The Subsidiary Guarantee constitutes a valid and binding obligation
of the Guarantor.

         (4) The Guarantor is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         The opinion set forth herein is subject to the following qualifications
and limitations:

         (a) The enforceability of the Subsidiary Guarantee may be subject to or
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance or transfer or other similar laws and court decisions, now
or hereafter in effect, relating to or affecting the rights of creditors
generally.

         (b) The enforceability of the Subsidiary Guarantee is or will be
subject to the application of and may be limited by general principles of equity
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law). Such principles of equity are of general application, and in
applying such principles a court, among other things, might not allow a creditor
to accelerate maturity of a debt under certain circumstances including, without
limitation, upon the occurrence of a default deemed immaterial, or might decline
to order the Guarantor to perform covenants. Such principles as applied by a
court might include a requirement that a creditor act with reasonableness and in
good faith. Thus, I express no opinion as to the validity or enforceability of
(i) provisions restricting access to legal or equitable remedies, such as the
specific performance of executory covenants, (ii) provisions that purport to
establish evidentiary standards, (iii) provisions relating to waivers,
severability, set-off, or delay or


                                      K-2
<PAGE>

omission of enforcement of rights or remedies, and (iv) provisions purporting to
convey rights to persons other than parties to the Subsidiary Guarantee.

         (c) The remedy of specific performance and injunctive and other forms
of equitable relief are subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

         (d) I have not been requested to render, and with your permission I do
not express, any opinion as to the applicability to any provisions of the
Subsidiary Guarantee, of Section 548 of the Federal Bankruptcy Code, Article 10
of the New York Debtor & Creditor Law, or any other fraudulent conveyance,
insolvency or transfer laws or any court decisions with respect to any of the
foregoing.

         I call your attention to the fact that I am admitted to practice law
only in the State of New York and the Commonwealth of Massachusetts, and, in
rendering the foregoing opinion, I do not express any opinion as to any laws
other than the laws of [the jurisdiction of incorporation of the Guarantor], the
State of New York, the Commonwealth of Massachusetts and the Federal laws of the
United States of America.

         The opinion expressed herein is based upon the laws in effect on the
date hereof, and I assume no obligation to revise or supplement this opinion
should any such law be changed by legislative action, judicial decision, or
otherwise.




                                      K-3
<PAGE>

         This opinion is being delivered to you solely for your benefit in
connection with the Subsidiary Guarantee, and neither this opinion nor any part
hereof may be delivered to, or used, referred to or relied upon, by any other
person or for any other purpose without my express prior written consent, except
that any person who is a permitted successor or assign of a Bank in accordance
with the provisions of the Credit Agreement may rely upon this opinion as if it
were specifically addressed and delivered to such person on the date hereof.


                                                Very truly yours,



                                      K-4
<PAGE>

                           CROSS-REFERENCE TARGET LIST

   NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE
                             TARGET PULL-DOWN LIST.
     (This list is for the use of the wordprocessor only, is not a part of
                      this document and may be discarded.)

<TABLE>
<CAPTION>

ARTICLE/SECTION                                              TARGET NAME
=========================================================================
<S>                                                <C>
1.01................................................................defs
1.01.........................................................definitions
1.02...................................................acct.terms.determ
1.03....................................................types.borrowings

2..................................................................assgn
2..........................................................guarantee.art
2.01.........................................................commit.lend
2.01..........................................................guarantees
2.01(a).............................................revolve.credit.loans
2.02.............................................guarantee.unconditional
2.02......................................................not.commit.brw
2.02(a).......................................................unc.guar.a
2.02(b).......................................................unc.guar.b
2.02(c).......................................................unc.guar.c
2.02(d).......................................................unc.guar.d
2.02(e).......................................................unc.guar.e
2.02(f).......................................................unc.guar.f
2.02(g).......................................................unc.guar.g
2.03.....................................................limit.liability
2.03.................................................money.market.borrow
2.03(d)..............................................sub.and.cont.of.mon
2.03(d)(i).....................................................sub.mon.i
2.03(d)(ii)...................................................sub.mon.ii
2.03(d)(iii).................................................sub.mon.iii
2.03(e).....................................................not.borrower
2.03(f)................................................Accept.and.notice
2.04..................................................not.bank.fund.loan
2.04(a)...............................................note.bank.contents
2.04(b).............................................................1001
2.05..........................................................prom.notes
2.05(a)............................................................notes
2.06...........................................................mat.loans
2.06......................................................subrog.contrib
2.06(a).........................................mat.loans.committed.loan
2.06(b)...............................................subrog.contribut.b
2.06(b).............................................mat.loans.money.mark
2.07.........................................................inter.rates
2.07(a)...............................................int.rate.base.loan
2.07(b)..........................................int.rate.euro.dollar.ln
2.07(c)......................................int.rate.euro.doll.over.due
2.07(d)............................................int.rate.money.market
2.07(e)..............................................int.rate.agent.loan
2.07(f)................................................int.rate.ref.bank
2.08(a)...................................................facility.fee.a
2.09..................................................op.term.red.commit
2.10....................................................mand.term.commit
2.11..........................................................opt.prepay
2.11(a)..............................................subject.in.the.case
2.11(c)...........................................opt.prepay.notify.bank
2.12...................................................gen.prov.payments
2.13......................................................funding.losses
2.15...........................................................reg.d.com
2.16.....................................................Method.of.elect
2.16(a)................................................Method.of.elect.a
2.16(d)................................................Method.of.elect.d
?............................................................ch.mkt.prac

3.............................................................conditions
3.................................................................paymts
3.01.......................................................effectiveness
3.01(a).......................................effectiveness.counterparts
3.01(b)..........................................effectiveness.op.gen.cl
3.01(c)....................................................receipt.davis
3.01(d).......................................effectiveness.agt.all.docs
3.01(e)............................................agnt.evidence.satisfy
3.02.......................................................existing.agts
3.02(a)..............................................exist.agts.eff.date
3.03...........................................................borrowing
3.03(a).....................................................borrowings.a
3.03(b).....................................................agg.out.prin
3.03(c).....................................................borrowings.c
3.03(d).....................................................borrowings.d

4.......................................................rep.and.warrants
4.01.......................................................corp.exis.pwr
4.01........................................................misc.notices
4.02...................................................corp.gov.authoriz
4.03......................................................binding.effect
4.04.........................................................finan.infor
4.04(a).....................................................cons.bal.adt
4.05...........................................................misc.txes
4.05..........................................................litigation
4.06............................................................eff.term
4.06(a)........................................................eff.terma
4.07........................................................govern.law.2
4.07......................................................envirn.matters
4.08...............................................................taxes
4.09........................................................subsidiaries
4.10........................................................nt.invest.co
4.11..........................................................full.discl

5..............................................................covenants
5.01.........................................................information
5.01(a).........................................................inform.a
5.01(b).........................................................inform.b
5.01(c).........................................................inform.c
5.01(e)............................................shareholder.materials
5.01(f)....................................................sec.materials
5.02.......................................................payment.oblig
5.03....................................................maint.prop.insur
5.03(a)....................................maint.prop.insur.wrking.order
5.03(b)...........................................maint.prop.reput.insur
5.04.............................................conduct.bus.maint.exist
5.04(a)....................................conduct.bus.maint.engage.same
5.04(c).............................................conduct.bus.preserve
5.05.....................................................compliance.laws
5.05(a)........................................compliance.non.compliance
5.05(b).............................................compliance.necessity
5.06....................................................inspect.property
5.06(a)..................................inspect.prop.keep.proper.record
5.06(b)...........................................inspect.permit.inspect
5.06(c)...................................................inspect.confid
5.06(c)(iv)(D)........................................inspect.property.C
5.07........................................limit.restrict.sub.dividends
5.08..............................................................debt.2
5.09...............................................fixed.charge.coverage
5.10..........................................................neg.pledge
5.10(b).................................................lien.exist.asset
5.10(e)...........................................lien.exist.time.of.acq
5.11.........................................consol.mergers.sales.assets
5.12...................................................trans.with.affils
5.13...................................................restrict.payments
5.14.....................................................subs.guarantors
5.15........................................................use.proceeds

6...............................................................defaults
6.01......................................................events.default
6.01(a)...........................................event.default.fail.pay
6.01(b).......................................event.default.fail.observe
6.01(c)......................................event.default.fail.remedied
6.01(d).................................................event.def.10days
6.01(e)................................................event.def.writing
6.01(f)...........................................event.def.pay.mat.debt
6.01(h).............................................event.def.accelerate
6.01(j)................................................event.def.ben.own
6.01(k)...............................................event.def.fail.pay
6.01(l)..................................................event.def.erisa
6.02......................................................notice.default

7.04......................................................consult.expert
7.06.....................................................indemnification
7.07.....................................................credit.decision
7.08.....................................................successor.agent
7.09..........................................................agents.fee

8...................................................change.circumstances
8.01............................................basis.determine.int.rate
8.01(a)...................................................dep.in.dollars
8.02..........................................................illegality
8.03.......................................increased.cost.reduced.return
8.04.........................................................taxes.other
8.04(a).....................................................borr.payment
8.04(c).......................................................borr.indem
8.04(d)............................................borrower.irsform.1001

9.01.............................................................notices
9.02..........................................................no.waivers
9.03..........................................................exp. indem
9.03(b)....................................................bor.agr.indem
9.03(c)...................................................exp.agent.bank
9.04.......................................................share.setoffs
9.05......................................................amend.and.waiv
9.06......................................................success&assign
9.06(b).....................................................particip.int
9.06(c)..............................................bank.assign.to.inst
9.06(d).........................................................assign.d
9.06(e).........................................................assign.e
9.06(f)................................................notwithstanding.a
9.06(g).........................................................assign.g
9.07..........................................................collateral
9.08.......................................................governing.law
9.09........................................................counterparts
9.10........................................................waiver.trial
9.12................................................judicial.proceedings

10..........................................................art.guaranty
10.06......................................................stay.of.accel
</TABLE>

<PAGE>


ARTICLE/SECTION                                              TARGET NAME
=========================================================================




                                       K-2