<PAGE>

                                                                   EXHIBIT 10.21

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

                                     FORM OF

                                CREDIT AGREEMENT

                                   dated as of

                                  July __, 2002

                                      among

                          MEDCO HEALTH SOLUTIONS, INC.,

                            THE LENDERS PARTY HERETO

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

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

                          J.P. MORGAN SECURITIES INC.,
                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                          and SALOMON SMITH BARNEY INC.
                  as Joint Lead Arrangers and Joint Bookrunners

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

                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                               and CITIBANK, N.A.
                            as Co-Syndication Agents

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

                CREDIT SUISSE FIRST BOSTON, Cayman Islands Branch
                        and DEUTSCHE BANK SECURITIES INC.
                           as Co-Documentation Agents

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

<PAGE>

                            TABLE OF CONTENTS

<TABLE>
                                                                                                 Page
                                                                                                 ----
<S>                <C>                                                                            <C>
                                 ARTICLE I

                                Definitions

SECTION 1.01.      Defined Terms...................................................................1
SECTION 1.02.      Classification of Loans and Borrowings.........................................17
SECTION 1.03.      Terms Generally................................................................17
SECTION 1.04.      Accounting Terms; GAAP.........................................................17

                                 ARTICLE II

                                The Credits

SECTION 2.01.      Commitments....................................................................18
SECTION 2.02.      Loans and Borrowings...........................................................18
SECTION 2.03.      Requests for Revolving Borrowings..............................................19
SECTION 2.04.      Swingline Loans................................................................19
SECTION 2.05.      Letters of Credit..............................................................21
SECTION 2.06.      Funding of Borrowings..........................................................24
SECTION 2.07.      Interest Elections.............................................................25
SECTION 2.08.      Termination and Reduction of Commitments.......................................26
SECTION 2.09.      Repayment of Loans; Evidence of Debt...........................................28
SECTION 2.10.      Prepayment of Loans............................................................29
SECTION 2.11.      Fees...........................................................................30
SECTION 2.12.      Interest.......................................................................31
SECTION 2.13.      Alternate Rate of Interest.....................................................31
SECTION 2.14.      Increased Costs................................................................32
SECTION 2.15.      Break Funding Payments.........................................................33
SECTION 2.16.      Taxes..........................................................................33
SECTION 2.17.      Payments Generally; Pro Rata Treatment; Sharing of Set-offs....................35
SECTION 2.18.      Mitigation Obligations; Replacement of Lenders.................................37
</TABLE>

                                 ARTICLE III

                        Representations and Warranties

<TABLE>
<S>                <C>                                                                            <C>
SECTION 3.01.      Organization; Powers...........................................................38
SECTION 3.02.      Authorization; Enforceability..................................................38
SECTION 3.03.      Governmental Approvals; No Conflicts...........................................38
SECTION 3.04.      Financial Condition; No Material Adverse Change................................39
SECTION 3.05.      Properties; Insurance..........................................................39
SECTION 3.06.      Litigation and Environmental Matters...........................................40
SECTION 3.07.      Compliance with Laws and Agreements............................................40
SECTION 3.08.      Investment and Holding Company Status..........................................40
SECTION 3.09.      Taxes..........................................................................40
</TABLE>

                                      -i-

<PAGE>


<TABLE>
<S>                <C>                                                                            <C>
SECTION 3.10.      ERISA..........................................................................40
SECTION 3.11.      Employee Matters...............................................................41
SECTION 3.12.      IPO and Notes Offering.........................................................41
SECTION 3.13.      Margin Regulations.............................................................41
SECTION 3.14.      Certain Fees...................................................................41
SECTION 3.15.      Solvency.......................................................................42
SECTION 3.16.      No Burdensome Restrictions.....................................................42
SECTION 3.17.      Disclosure.....................................................................42
</TABLE>

                                 ARTICLE IV

                                 Conditions

<TABLE>
<S>                <C>                                                                            <C>
SECTION 4.01.      Initial Funding Date...........................................................42
SECTION 4.02.      Each Credit Event..............................................................44
</TABLE>

                                 ARTICLE V

                          Affirmative Covenants

<TABLE>
<S>                <C>                                                                            <C>
SECTION 5.01.      Financial Statements; Ratings Change and Other Information.....................44
SECTION 5.02.      Notices of Material Events.....................................................46
SECTION 5.03.      Existence; Conduct of Business.................................................46
SECTION 5.04.      Payment of Obligations.........................................................47
SECTION 5.05.      Maintenance of Properties; Insurance...........................................47
SECTION 5.06.      Books and Records; Inspection Rights...........................................47
SECTION 5.07.      Compliance with Laws and Agreements............................................47
SECTION 5.08.      IPO............................................................................47
SECTION 5.09.      Other Agreements...............................................................48
</TABLE>

                                 ARTICLE VI

                   Negative Covenants and Financial Covenants

<TABLE>
<S>                <C>                                                                            <C>
SECTION 6.01.      Indebtedness...................................................................48
SECTION 6.02.      Liens..........................................................................49
SECTION 6.03.      Fundamental Changes............................................................50
SECTION 6.04.      Investments, Loans, Advances, Guarantees and Acquisitions......................51
SECTION 6.05.      Swap Agreements................................................................52
SECTION 6.06.      Restricted Payments............................................................53
SECTION 6.07.      Transactions with Affiliates...................................................53
SECTION 6.08.      Restrictive Agreements.........................................................53
SECTION 6.09.      Amendments to or Prepayments or Redemptions of Indebtedness....................54
SECTION 6.10.      Financial Covenants............................................................54
</TABLE>

                                 ARTICLE VII

                              Events of Default

                                      -ii-

<PAGE>

                                ARTICLE VIII

                         The Administrative Agent

                                ARTICLE IX

                               Miscellaneous

<TABLE>
<S>                <C>                                                                            <C>
SECTION 9.01.      Notices........................................................................60
SECTION 9.02.      Waivers; Amendments............................................................61
SECTION 9.03.      Expenses; Indemnity; Damage Waiver.............................................62
SECTION 9.04.      Successors and Assigns.........................................................64
SECTION 9.05.      Survival.......................................................................67
SECTION 9.06.      Counterparts; Integration; Effectiveness.......................................67
SECTION 9.07.      Severability...................................................................67
SECTION 9.08.      Right of Setoff................................................................68
SECTION 9.09.      Governing Law; Jurisdiction; Consent to Service of Process.....................68
SECTION 9.10.      WAIVER OF JURY TRIAL...........................................................68
SECTION 9.11.      Headings.......................................................................69
SECTION 9.12.      Confidentiality................................................................69
SECTION 9.13.      Interest Rate Limitation.......................................................70
</TABLE>

SCHEDULES:

Schedule 2.01 - Commitments
Schedule 3.01 - Subsidiaries
Schedule 3.12 - Summary of IPO and Notes Offering
Schedule 6.01 - Existing Indebtedness
Schedule 6.02 - Existing Liens
Schedule 6.08 - Existing Restrictions

EXHIBITS:

Exhibit A - Form of Assignment and Assumption
Exhibit B - Form of Certificate of Non-Bank Status
Exhibit C - Form of Borrowing Request
Exhibit D - Form of Swingline Loan Request
Exhibit E - Form of Letter of Credit Request
Exhibit F - Form of Interest Election Request
Exhibit G-1 - Form of Promissory Note for Revolving Loans
Exhibit G-2 - Form of Promissory Note for Term Loans
Exhibit G-3 - Form of Promissory Note for Swingline Loans
Exhibit H - Form of Opinion of Borrower's Counsel
Exhibit I - Form of Accountant's Certificate

                                      -iii-

<PAGE>



                  CREDIT AGREEMENT, dated as of July __, 2002, among MEDCO
HEALTH SOLUTIONS, INC., as the Borrower, the LENDERS from time to time party
hereto, and JPMORGAN CHASE BANK, as Administrative Agent.

                  The parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

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

                  "Accounts Receivable Financing Program" means any program
under which any of the Borrower or any of its Subsidiaries securitizes accounts
receivables or any accounts receivable financing facility of the Borrower or any
of its Subsidiaries.

                  "Acquired Business" means (a) any Person substantially all of
the Equity Interests of which are acquired after the date thereof by the
Borrower and/or a Subsidiary or (b) any assets constituting a separately
identifiable business or operating unit or division acquired on or after the
date hereof by the Borrower or a Subsidiary.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affected Lender" has the meaning ascribed to such term in
Section 2.13.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "Agreement" means this Credit Agreement, as the same may at
any time be amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect.

                  Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

<PAGE>


                  "Applicable Commitment Fee Rate" means, with respect to the
Revolving Credit Commitments, for any period, the applicable percentage per
annum equal to the percentage set forth below determined by reference to the
category containing the higher of (a) the rating applicable to the Index Debt
from S&P or (b) the rating applicable to the Index Debt from Moody's, in each
case as in effect from time to time during such period:

-------------------------------------------------------------
           Index Debt Ratings                 Applicable
            (S&P or Moody's)                Commitment Fee
                                                 Rate
-------------------------------------------------------------

Category 1
BBB+ or better, or Baa1 or better                .150%
-------------------------------------------------------------

Category 2
BBB or Baa2                                      .200%
-------------------------------------------------------------

Category 3
BBB- or Baa3                                     .225%
-------------------------------------------------------------

Category 4
BB+ or Ba1                                       .300%
-------------------------------------------------------------

Category 5
Worse than or equal to BB and Ba2                .350%
-------------------------------------------------------------

provided that (i) if, at any time, no rating is available from S&P or Moody's,
the Applicable Commitment Fee Rate shall be .350%, (ii) at any time there is a
ratings differential of two or more categories between S&P and Moody's, the
Applicable Commitment Fee Rate shall be based upon the category that is one
category above the category applicable to the lower rating, and (iii) if the
ratings established or deemed to have been established by S&P and Moody's for
the Index Debt shall be changed (other than as a result of a change in the
rating system of S&P's or Moody's), such change shall be effective as of the
date on which it is first announced by the applicable rating agency,
irrespective of when notice of such change shall have been furnished by the
Borrower to the Agent and the Lenders pursuant to Section 5.01 or otherwise.
Each change in the Applicable Commitment Fee Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of S&P or Moody's shall change, or if either such rating agency
(including any successor to its rating agency business) shall cease to be in the
business of rating corporate debt obligations, the Borrower and the Lenders
shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency
(including any successor to its rating agency business) and, pending the
effectiveness of any such amendment, the Applicable Commitment Fee Rate shall be
determined using the S&P or Moody's rating, as the case may be, most recently in
effect prior to such change or cessation.

                  "Applicable Interest Rate Margin" means, with respect to any
ABR Loan or Eurodollar Loan, for any Interest Period, the applicable percentage
per annum equal to the percentage set forth below determined by reference to the
category containing the higher of (a) the rating applicable to the Index Debt
from S&P or (b) the rating applicable to the Index Debt

                                      -2-

<PAGE>

from Moody's, in each case used for such ABR Loan or the Eurodollar Loan, as in
effect on the first day of such Interest Period:

--------------------------------------------------------------------------------
                                            ABR Loan -      Eurodollar Loan -
           Index Debt Ratings                  ABR               Interest
            (S&P or Moody's)                  Spread           Rate Margin
--------------------------------------------------------------------------------

Category 1
BBB+ or better, or Baa1 or better               0                  .75%
--------------------------------------------------------------------------------

Category 2
BBB or Baa2                                     0                 1.00%
--------------------------------------------------------------------------------

Category 3
BBB- or Baa3                                  .250%               1.25%
--------------------------------------------------------------------------------

Category 4
BB+ or Ba1                                    .500%               1.50%
--------------------------------------------------------------------------------

Category 5
Worse than or equal to BB and Ba2             1.25%               2.25%
--------------------------------------------------------------------------------

provided that if, at any time, no rating is available from S&P or Moody's, the
Applicable Interest Rate Margin for any ABR Loan or Eurodollar Loan shall be
1.25% and 2.25%, respectively; and provided further that at any time there is a
ratings differential of two or more categories between S&P and Moody's, the
Applicable Interest Rate Margin shall be based upon the category that is one
category above the category applicable to the lower rating. If the rating system
of S&P or Moody's shall change, or if either such rating agency (including any
successor to its rating agency business) shall cease to be in the business of
rating corporate debt obligations, the Borrower and the Lenders shall negotiate
in good faith to amend this definition to reflect such changed rating system or
the unavailability of ratings from such rating agency (including any successor
to its rating agency business) and, pending the effectiveness of any such
amendment, the Applicable Interest Margin Rate shall be determined using the S&P
or Moody's rating, as the case may be, most recently in effect prior to such
change or cessation.

                  "Applicable Percentage" means, with respect to any Lender's
Revolving Credit Commitment or Term Loan Commitment, the percentage of the
Lenders' total Revolving Credit Commitments or total Term Loan Commitments, as
the case may be, represented by such Lender's commitment. If the Revolving
Credit Commitment or Term Loan Commitment has terminated or expired, the
Applicable Percentages shall be determined based upon the Revolving Credit
Commitments or the Term Loan Commitments, respectively, most recently in effect,
giving effect to any permitted assignments.

                  "Approved Fund" has the meaning assigned to such term in
Section 9.04.

                  "Asset Sale" means a sale, lease or sub-lease (as lessor or
sublessor), Sale and Leaseback, assignment, conveyance, transfer or other
disposition to, or any exchange of property with, any Person (other than the
Borrower or a Significant Subsidiary), in one transaction or a series of
transactions, of all or any part of the Borrower's or any of its Subsidiaries'
businesses,

                                      -3-

<PAGE>

assets or properties of any kind, whether real, personal, or mixed and whether
tangible or intangible, whether now owned or hereafter acquired, other than (i)
inventory (or other assets) sold, transferred or leased in the ordinary course
of business, (ii) any Accounts Receivable Financing Program in accordance with
Section 6.01 and (iii) sales of other assets for aggregate consideration of less
than $10,000,000 (ten million dollars) with respect to any transaction or series
of related transactions and less than $25,000,000 (twenty-five million dollars)
in the aggregate during any fiscal year for the Borrower. For purposes of this
definition, receipt by Borrower of insurance or condemnation proceeds in excess
of $5,000,000 (five million dollars) in respect of any destroyed or condemned
asset shall be deemed to be a sale of such asset for proceeds.

                  "Assignment and Assumption" means (a) an assignment and
assumption entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 9.04), and accepted by the
Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent or (b) any assignment in accordance with Section 2.18.

                  "Availability Period" means, with respect to the Revolving
Loans, from and including the date hereof to, but excluding, the earlier of the
Maturity Date for the Revolving Loans and the date of termination of the
Revolving Credit Commitments pursuant to the terms hereof.

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

                  "Borrower" means Medco Health Solutions, Inc., a Delaware
corporation.

                  "Borrowing" means an advance of (a) Revolving Loans of the
same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect, (b) the
Term Loans or (c) a Swingline Loan, as applicable.

                  "Borrowing Request" means a request by the Borrower for a
Revolving Borrowing in accordance with Section 2.03.

                  "Bridge Facility" has the meaning assigned to such term in
Section 2.10(b)(i).

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

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

                                      -4-

<PAGE>

                  "Certificate of Non-Bank Status" means a certificate
substantially in the form of Exhibit B.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group (each
within the meaning of the Securities Exchange Act of 1934 and the rules of the
SEC thereunder as in effect on the date hereof) not an Affiliate of the Borrower
or Merck (other than any such acquisitions occurring before the date hereof, of
Equity Interests representing more than 20% (twenty percent) of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower; or (b) commencing after the date hereof, during any period of
up to twelve (12) consecutive months, the occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither nominated or appointed by a vote of a majority or more of the
members of the Borrower's board of directors who were either in office at the
beginning of this twelve (12) month period or were so nominated or appointed.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans constituting such Borrowing, are
Revolving Loans, Term Loans or Swingline Loans.

                  "CLO" has the meaning assigned to such term in Section 9.04.

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

                  "Conduit Entity" means any entity treated as a "conduit" under
U.S. Treasury Regulation Section 1.881-3 or applicable successor provision.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

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

                  "Disclosed Matters" means, with respect to a specific
representation and warranty contained in Article III, information set forth on
the disclosure schedule, if any, corresponding to the relevant Section of
Article III specified therein and attached hereto by the Borrower.

                                      -5-

<PAGE>

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material or to
health and safety matters.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "Equity Interests" means, with respect to any Person, shares
of capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests issued by such Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity interest.

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

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

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                                      -6-

<PAGE>

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

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income or profits by reason
of any connection between, as applicable, the Administrative Agent or such
Lender or any other party entitled to receive payment hereunder and the relevant
taxing jurisdiction, including, without limitation, a connection arising from
such other Person being or having been a citizen, domiciliary, or resident of
such jurisdiction, being organized in such jurisdiction, or having or having had
a permanent establishment, branch or other fixed place of business therein, but
excluding a connection arising solely from such Person having executed,
delivered, performed its obligations or received any payment under this
Agreement, (b) any Taxes imposed by reason of the Administrative Agent, the
Lender or such other party being a Conduit Entity, (c) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (d) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.18(b)), any Tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.16(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such Tax pursuant to Section 2.16(a).

                  "Executive Officer" means the chief executive officer, the
chief financial officer, the general counsel or any other "officer" (as defined
in Rule 16a-1 of the Securities Exchange Act of 1934, as amended) of the
Borrower.

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

                  "Financial Officer" means the chief financial officer, the
principal accounting officer, the treasurer, the controller, the general counsel
or any other "officer" (as defined in Rule 16a-1 of the Securities Exchange Act
of 1934, as amended) of the Borrower.

                  "Foreign Lender" means any Lender that is not a "United States
person" (as such term is defined in Section 7701(a)(3) of the Code.

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

                                      -7-

<PAGE>

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of
government.

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

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are being paid (but excluding obligations that are
trade payables), (d) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person,
(e) all obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable and accrued expenses
incurred in the ordinary course of business), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h)
all Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of the face amount of
letters of credit and letters of guaranty, (j) all obligations, contingent or
otherwise, of such Person in respect of the face amount of bankers' acceptances,
(k) Off-Balance Sheet Liabilities and (l) [net obligations (calculated on a mark
to market basis as of the most recent quarter end) under any Swap Agreement
permitted by Section 6.05]; provided that Indebtedness shall not include
deferred tax liabilities, employee and retiree benefit obligations or
endorsements for collection or deposit in the ordinary course of business. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

                                      -8-

<PAGE>

                  "Indemnified Taxes" means Taxes other than Excluded Taxes or
Other Taxes.

                  "Indemnitee" has the meaning assigned to such term in Section
9.03(b).

                  "Index Debt" means senior, unsecured, long-term indebtedness
for borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

                  "Information Memorandum" means the Confidential Information
Memorandum dated May 2002 relating to the Borrower and the Transactions.

                  "Initial Funding Date" means the date hereof, provided that
the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June (other than June
2002), September and December, (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar Borrowing with an Interest Period of more
than three months' duration, each day prior to the last day of such Interest
Period that occurs at intervals of three months' duration after the first day of
such Interest Period and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter, unless a Lender has
notified the Administrative Agent that Eurodollar Borrowings for such period is
unavailable from such Lender) as the Borrower may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of
the most recent conversion or continuation of such Borrowing.

                  "Investment" has the meaning assigned to such term in Section
6.04.

                  "IPO" means the initial public offering of the common stock of
the Borrower pursuant to the IPO Prospectus.

                  "IPO Prospectus" means the prospectus relating to the IPO,
dated ___, 2002 (registration statement number 333-86392), as amended.

                                      -9-

<PAGE>

                  "Issuing Bank" means JPMorgan Chase Bank, in its capacity as
the issuer of Letters of Credit hereunder, and its successors in such capacity
as provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

                  "Joint Lead Arrangers" means J.P. Morgan Securities, Goldman
Sachs Credit Partners L.P. and Salomon Smith Barney Inc.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

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

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
reasonably determined by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar
deposits of $5,000,000 (five million dollars) and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                                      -10-

<PAGE>

                  "Loan" means any loan made by a Lender to the Borrower
pursuant to this Agreement.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations, prospects or financial condition of the
Borrower and the Subsidiaries, taken as a whole, or (b) the ability of the
Borrower to perform any of its obligations under this Agreement or any
Transaction Documents subject to applicable cure and grace periods.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $25,000,000 (twenty-five million dollars).
For purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Borrower or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if
such Swap Agreement were terminated at such time.

                  "Maturity Date" means:

                  (a)      with respect to the Revolving Loans, the earlier of
          (i) June 29, 2007 or (ii) the optional prepayment in full of the
          Revolving Loans and cancellation by the Borrower of the Lenders' total
          Revolving Credit Commitments; and

                  (b)      with respect to the Term Loans, the earlier of (i)
          June 29, 2007 or (ii) the optional prepayment in full of the Term
          Loan.

                  "Merck" means Merck & Co., Inc., a New Jersey corporation.

                  "Merck Dividend" means the $1,500,000,000 (1.5 billion
dollars) dividend from the Borrower to Merck, a portion of which is to be paid
from the proceeds of the Term Loans and a portion of which is to be paid from
the proceeds of the Notes Offering or the Bridge Facility.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

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

                  "Notes Offering" means the public offering by the Borrower of
$1,000,000,000 (one billion dollars) aggregate principal amount of senior notes,
as described in the prospectus relating to such offering, dated ___, 2002
(registration statement number 333-86404), as amended.

                  "Off-Balance Sheet Liability" of a Person shall mean (i) any
liability under any Sale and Leaseback or any lease leaseback transaction which
is not a Capital Lease Obligation and (ii) any liability under any so called
"synthetic lease" transaction entered into by such Person.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made

                                      -11-

<PAGE>

hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

                  "Participant" has the meaning set forth in Section 9.04.

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

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet delinquent
          or which are being contested in compliance with clauses (a) and (b) of
          Section 5.04;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
          repairmen's and other like Liens arising by operation of law, arising
          in the ordinary course of business and securing obligations that are
          not overdue by more than 60 days or are being contested in compliance
          with clauses (a) and (b) of Section 5.04;

                  (c) Liens arising, and deposits made, in the ordinary course
          of business in compliance with workers' compensation, unemployment
          insurance and other social security laws or regulations;

                  (d) Liens incurred or deposits made to secure the performance
          of bids, tenders, trade contracts, leases, statutory obligations,
          surety, indemnity, release and appeal bonds, performance bonds and
          other obligations of a like nature, in each case in the ordinary
          course of business;

                  (e) judgment Liens in respect of judgments that do not
          constitute an Event of Default under clause (l) of Article VII;

                  (f) Liens relating to or arising in connection with Plans or
          Multiemployer Plans in an aggregate amount not to exceed $25,000,000
          (twenty-five million dollars) at any time;

                  (g) leases or subleases granted to others of property or
          assets owned or leased by the Borrower or its Subsidiaries; any
          interest or title of a lessor under an operating lease entered into in
          the ordinary course of business, or any statutory and common law
          landlord Liens;

                  (h) Liens arising out of consignment or similar arrangements
          for sales of goods entered into in the ordinary course of business;

                  (i) easements, ground leases, zoning restrictions, building
          codes, rights-of-way, minor defects and irregularity in title and
          similar encumbrances on real property imposed by law or arising in the
          ordinary course of business that do not secure any monetary
          obligations and do not materially detract from the value of the
          affected property or interfere with the ordinary conduct of business
          of the Borrower or any Subsidiary;

                  (j) licenses of patents, trademarks or other intellectual
          property rights granted by the Borrower or its Subsidiaries in the
          ordinary course of business; and

                                      -12-

<PAGE>

                  (k) the replacement, extension or renewal of any Lien
          permitted hereunder; provided that such replacement, extension or
          renewal Lien shall not cover any property other than the property
          subject thereto prior to such replacement, extension or renewal;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness for borrowed money.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
          interest on which are unconditionally guaranteed by, the United States
          of America (or by any agency thereof to the extent such obligations
          are backed by the full faith and credit of the United States of
          America), in each case maturing within one year from the date of
          acquisition thereof;

                  (b) investments in commercial paper maturing within 270 days
          from the date of acquisition thereof and having, at such date of
          acquisition, the highest credit rating obtainable from S&P or from
          Moody's;

                  (c) investments in certificates of deposit, banker's
          acceptances and time deposits maturing within 180 days from the date
          of acquisition thereof issued or guaranteed by or placed with, money
          market deposit accounts issued or offered by, and demand deposits made
          in the ordinary course of business in any domestic office of any
          commercial bank organized under the laws of the United States of
          America or any State thereof which has a combined capital and surplus
          and undivided profits of not less than $500,000,000 (five hundred
          million dollars);

                  (d) fully collateralized repurchase agreements with a term of
          not more than 60 days for securities described in clause (a) above and
          entered into with a financial institution satisfying the criteria
          described in clause (c) above;

                  (e) securities issued or fully guaranteed by any State,
          Commonwealth or sovereignty of the United States of America and rated
          at least "A" by S&P or "P" by Moody's;

                  (f) money market funds that (i) comply with the criteria set
          forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii)
          are rated "AAA" by S&P and "Aaa" by Moody's and (iii) have portfolio
          assets of at least $5,000,000,000 (five billion dollars); and

                  (g) other investment instruments with the consent of the
          Administrative Agent.

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

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                                      -13-

<PAGE>

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMorgan Chase Bank as its prime rate in effect
at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Refinancing Indebtedness" has the meaning assigned to such
term in Section 6.01(l).

                  "Register" has the meaning set forth in Section 9.04.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "Required Lenders" means, at any time, Lenders having more
than 51% (fifty-one percent) of the Lenders' Total Commitments at such time.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in the Borrower or any option, warrant
or other right to acquire any such Equity Interests in the Borrower.

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Sections 2.18 or 9.04.
The initial amount of the Lender's Revolving Credit Commitment is set forth
opposite such Lender's name on Schedule 2.01 under the heading "Revolving Credit
Commitment", or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Revolving Credit Commitment, as applicable. The initial
aggregate amount of the Lenders' Revolving Credit Commitment is $500,000,000
(five hundred million dollars).

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans and its LC Exposure and Swingline Exposure (each under the
Revolving Loan facility) at such time.

                  "Revolving Loans" has the meaning assigned to such term in
Section 2.01(a).

                  "S&P" means Standard & Poor's or any successor rating agency
business thereof.

                  "SEC" means the Securities and Exchange Commission or any
successor thereto.

                  "Sale and Leaseback" means any lease of any property (whether
real, personal or mixed), whether now owned or hereafter acquired, to which the
Borrower or any of its

                                      -14-

<PAGE>

Subsidiaries, directly or indirectly, becomes or remains liable as lessee or as
a guarantor or other surety and which the Borrower has sold or transferred or is
to sell or to transfer to any other Person (other than any of its Subsidiaries).

                  "Significant Subsidiary" means a Subsidiary that satisfies the
definition of "Significant Subsidiary", as such term is defined in Regulation
S-X of the SEC, as amended from time to time; provided, however, that for
purposes of the determining whether such Subsidiary is a "Significant
Subsidiary" under Regulation S-X, the relevant threshold percentage to be used
in determining a "Significant Subsidiary" shall be 5% (five percent) (and not as
otherwise specified in Regulation S-X).

                  "Solvent" means, with respect to any Person, that as of the
date of determination (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a present fair valuation on
a going concern basis; (b) the fair saleable value of the property on a going
concern basis of such Person is not less than the amount that will be required
to pay the probable liabilities on such Person's then existing debts as they
become absolute and matured; (c) such Person's capital is not unreasonably small
in relation to its business or any contemplated or undertaken transaction; and
(d) such Person does not intend to incur, or believe (nor should it reasonably
believe) that it will incur, debts beyond its ability to pay such debts as they
become due. For purposes of this definition, the amount of any contingent
liability at any time shall be computed as the amount that, in light of all of
the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability
(irrespective of whether such contingent liabilities meet the criteria for
accrual under Statement of Financial Accounting Standard No. 5).

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "Subordinated Indebtedness" means Indebtedness subordinated on
terms reasonably satisfactory to the Lenders.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% (fifty percent) of the ordinary voting power or, in
the case of a partnership, more than 50% (fifty percent) of the general
partnership interests are, as of such date, owned, controlled or held.

                                      -15-

<PAGE>

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or its Subsidiaries shall be a Swap Agreement.

                  "Swingline Exposure" means, at any time hereunder, the
aggregate principal amount of all Swingline Loans outstanding at such time. The
Swingline Exposure of any Lender at any time shall be such Lender's Applicable
Percentage of Revolving Credit Commitment multiplied by the aggregate principal
amount of all Swingline Loans outstanding at such time.

                  "Swingline Lender" means JPMorgan Chase Bank, in its capacity
as Lender of Swingline Loans hereunder.

                  "Swingline Loan" means a Loan made pursuant to Section 2.04.

                  "Taxes" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Term Loan Commitment" means, with respect to each Lender, the
commitment of such Lender to make a Term Loan on the Initial Funding Date in the
amount set forth on Schedule 2.01 opposite such Lender's name under the heading
"Term Loan Commitment".

                  "Term Loans" has the meaning assigned to such term in Section
2.01(b).

                  "Third-Party Claim" has the meaning assigned to such term in
Section 9.03(b).

                  "364 Day Facility" has the meaning assigned to such term in
Section 2.10(b)(ii).

                  "364 Day Revolving Credit Commitment" means the Revolving
Credit Commitment under, and as defined in, the 364 Day Facility.

                  "364 Day Revolving Credit Exposure" means the Revolving Credit
Exposure under, and as defined in, the 364 Day Facility.

                  "Total Commitment" means, with respect to each Lender, the sum
of such Lender's Revolving Credit Commitment and Term Loan Commitment.

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement, the borrowing of Loans, the use of the
proceeds thereof and the issuance of Letters of Credit and Swingline Loans
hereunder.

                  "Transaction Documents" means the commitment letter and the
fee letters and any amendments thereof and hereof among J.P. Morgan Securities
Inc., JPMorgan Chase Bank, Goldman Sachs Credit Partners L.P., Salomon Smith
Barney Inc., Citibank, N.A. and the

                                      -16-

<PAGE>

Borrower, as the case may be, relating to the Revolving Loan and Term Loan
facilities described hereunder.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
constituting such Borrowing, is determined by reference to the Adjusted LIBO
Rate or the Alternate Base Rate.

                  "UCC" means the Uniform Commercial Code (and any similar law)
in effect in any applicable jurisdiction.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and

                                      -17-

<PAGE>

applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.
                                   ARTICLE II
                                  THE CREDITS

                  SECTION 2.01. Commitments. (a) Revolving Loans. Subject to the
terms and conditions set forth herein, each Lender, severally and not jointly
with the other Lenders, agrees to make revolving Loans (the "Revolving Loans")
to the Borrower from time to time during the Availability Period for Revolving
Loans in an aggregate principal amount that will not result in such Lender's
Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

                  (b) Term Loans. Subject to the terms and conditions set forth
herein, each Lender, severally and not jointly with the other Lenders, agrees to
make a single term Loan (collectively, the "Term Loans") to the Borrower in an
aggregate principal amount not to exceed such Lender's Term Loan Commitment.

                  SECTION 2.02. Loans and Borrowings. (a) Revolving Loans. Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective Revolving
Credit Commitments.

                  (b) Term Loans. The Term Loan shall be made on the Initial
Funding Date as part of a single Borrowing from the Lenders ratably in
accordance with their respective Term Loan Commitments.

                  (c) Subject to Section 2.13, (i) each Revolving Borrowing
shall be comprised of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith, and (ii) the Term Borrowing shall be initially comprised
entirely of ABR Loans. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan in accordance with the
terms hereof; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement.

                  (d) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
equal to $5,000,000 (five million dollars) or an integral multiple of $1,000,000
(one million dollars) in excess thereof. At the time that each ABR Revolving
Borrowing is made, such Borrowing shall be in an aggregate amount that is equal
to $1,000,000 (one million dollars) or is an integral multiple of $1,000,000
(one million dollars) in excess thereof; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Revolving Credit Commitments, or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Swingline Loan shall be in an amount that is equal to $500,000
(five hundred thousand dollars) or an integral multiple of $100,000 (one hundred
thousand dollars) in excess thereof unless otherwise agreed by the Swingline
Lender; provided that a Swingline Loan may be in an aggregate amount that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.5(e). Borrowings of more than one Type and Class may be

                                      -18-

<PAGE>

outstanding at the same time; provided that there shall not at any time be more
than a total of fifteen Eurodollar Revolving Borrowings outstanding.

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

                  SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (i) in the case of a Eurodollar Borrowing, not later than
12:00 noon, New York City time, three Business Days before the date of the
proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00
noon, New York City time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 11:00 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request substantially in the form
attached as Exhibit C and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (1)  the aggregate amount of the requested Borrowing;

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

                  (3) whether such Borrowing is to be an ABR Borrowing or a
                  Eurodollar Borrowing;

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

                  (5) the location and number of the Borrower's account to which
                  funds are to be disbursed, which shall comply with the
                  requirements of Section 2.06.

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

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding
$50,000,000 (fifty million dollars) or (ii) the sum of the total Revolving
Credit Exposures exceeding the Lenders' total Revolving Credit Commitments;
provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan.

                                      -19-

<PAGE>

Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy
substantially in the form attached as Exhibit D), not later than 12:00 noon, New
York City time, on the day of a proposed Swingline Loan. Each such notice shall
be irrevocable and shall specify (i) the requested date (which shall be a
Business Day) and (ii) the amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower in immediately available funds by means
of a credit to the general deposit account of the Borrower with the Swingline
Lender (or, in the case of a Swingline Loan made to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing
Bank) by the later of 12:00 noon, New York City time, or two hours after receipt
by the Administrative Agent of a request for such Swingline Loan on the
requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Lenders to acquire participations on such Business Day
in all or a portion of the Swingline Loans outstanding. Such notice shall
specify the aggregate amount of Swingline Loans in which Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Revolving Credit
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.06 with respect to Loans made
by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Swingline Lender the amounts so received by it from the Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of
participations therein shall be promptly remitted to the Administrative Agent;
any such amounts received by the Administrative Agent shall be promptly remitted
by the Administrative Agent to the Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may
appear; provided that any such payment so remitted shall be repaid to the
Swingline Lender or to the Administrative Agent, as applicable, if and to the
extent such payment is required to be refunded to the Borrower for any reason.
The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrower of any default in the payment thereof.

                                      -20-

<PAGE>

                  SECTION 2.05. Letters of Credit. General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account (or for its account and the account of a
Significant Subsidiary, collectively), in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (at least two Business Days or, if reasonable,
less than two Business Days in advance of the requested date of issuance,
amendment, renewal or extension) a notice substantially in the form attached as
Exhibit E requesting the issuance of a Letter of Credit, or identifying the
Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank no later than upon its receipt of a notice from the Borrower
requesting the issuance of a Letter of Credit, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended by the Issuing Bank in accordance with the notice
with respect thereto received from the Borrower; provided that after giving
effect to such issuance, amendment, renewal or extension (i) the LC Exposure
shall not exceed $100,000,000 (one hundred million dollars) and (ii) the sum of
the Lenders' total Revolving Credit Exposures shall not exceed the Lenders'
total Revolving Commitments.

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

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage
of each LC Disbursement made by the Issuing Bank and not reimbursed by the
Borrower on the date due as provided in paragraph (e) of this Section 2.05, or
of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph (d) of this Section 2.05 in respect of
Letters of Credit is absolute and unconditional and

                                      -21-

<PAGE>

shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or reduction or termination of the Revolving Credit Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying (or causing its Significant Subsidiary that is also an
account party in respect of such Letter of Credit to pay) to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, New
York City time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 10:00 a.m., New York
City time, on such date, or, if such notice has not been received by the
Borrower prior to such time on such date, then not later than 12:00 noon, New
York City time, on (i) the Business Day that the Borrower receives such notice,
if such notice is received prior to 10:00 a.m., New York City time, on the day
of receipt, or (ii) the Business Day immediately following the day that the
Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt; provided that the Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Section 2.03 or 2.04
that such payment be financed with an ABR Revolving Borrowing (only if such LC
Disbursement is not less than $1,000,000 (one million dollars)), or a Swingline
Loan in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to
make such payment or discharge such reimbursement obligation when due or in
accordance with the prior sentence, the Administrative Agent shall notify each
Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph (e) of this Section 2.05, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank,
then to such Lenders and the Issuing Bank as their interests may appear. Any
payment made by a Lender pursuant to this paragraph (e) of this Section 2.05 to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section 2.05
shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect to any
statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the

                                      -22-

<PAGE>

provisions of this Section 2.05, constitute a legal or equitable discharge of,
or provide a right of setoff against, the Borrower's obligations hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence, bad faith or willful misconduct on the part
of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement in accordance with Section 2.05(e) after receipt of the notice from
the Issuing Bank contemplated thereby.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section 2.05, then Section 2.12(d) shall
apply. Interest accrued pursuant to this paragraph (e) of this Section 2.05
shall be for the account of the Issuing Bank, except that interest accrued on
and after the date of payment by any Lender pursuant to paragraph (e) of this
Section 2.05 to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any

                                      -23-

<PAGE>

such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references
herein to the term "Issuing Bank" shall be deemed to refer to such successor or
to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Administrative Agent or the Required Lenders (or, if the maturity of
the Loans has been accelerated, Lenders with LC Exposure representing greater
than 50% (fifty percent) of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph (j) of this Section 2.05, the Borrower
shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon;
provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (i) or (j) of
Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders with LC Exposure representing greater than 50% (fifty
percent) of the total LC Exposure), be applied to satisfy other obligations of
the Borrower under this Agreement. If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been
cured or waived.

                  SECTION 2.06. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the aggregate amounts so
received from the Lenders, in immediately available funds, to an account of the
Borrower maintained with the Administrative Agent in New York City and
designated by the Borrower in the applicable Borrowing Request; provided that
ABR Revolving Loans made to finance the reimbursement of

                                      -24-

<PAGE>

an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
2.06 and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender for each day from and including the date such amount is
made available to the Borrower to but excluding the date of payment to the
Administrative Agent at the greater of (x) the Federal Funds Effective Rate and
(y) a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation. If such Lender does not pay such
corresponding amount with interest thereon upon Administrative Agent's demand
therefor and Administrative Agent previously made such amount available to
Borrower, Administrative Agent shall promptly notify Borrower and, if so
notified, Borrower shall immediately pay such corresponding amount to
Administrative Agent at the interest rate applicable to ABR Loans for each day
from and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

                  SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. The Term Borrowing shall
initially be of the Type as provided in Section 2.02(c). Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section 2.07. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans constituting such Borrowing, and the Loans constituting each
such portion shall be considered a separate Borrowing. This Section 2.07 shall
not apply to Swingline Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section 2.07, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request substantially in the form attached as Exhibit F and signed by
the Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02(d):

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be

                                      -25-

<PAGE>

         specified pursuant to clauses (iii) and (iv) below of this Section 2.07
         (c) shall be specified for each resulting Borrowing);

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

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

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

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

                  SECTION 2.08. Termination and Reduction of Commitments. (a)
Termination. Unless previously terminated, the Revolving Credit Commitments
shall terminate on the Maturity Date for the Revolving Loans and the Term Loan
Commitments shall terminate immediately after payment by the Lenders of the Term
Loans on the Initial Funding Date.

                  (b) Optional Reduction. The Borrower may at any time
terminate, or from time to time reduce, the Revolving Credit Commitment;
provided that (i) each reduction of the Revolving Credit Commitments shall be in
an amount that is equal to $5,000,000 (five million dollars) or an integral
multiple of $1,000,000 (one million dollars) in excess thereof and (ii) the
Borrower shall not terminate or reduce any Revolving Credit Commitment if, after
giving effect to any concurrent prepayment of the Loans in accordance with
Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate
principal amount of outstanding Term Loans would exceed the Total Commitments.

                  (c) Mandatory Reduction. If the Borrower establishes any
Accounts Receivable Financing Program(s) during the term of this Agreement:

                                      -26-

<PAGE>

                  (i) with respect to the first $200,000,000 (two hundred
         million dollars) of the Accounts Receivable Financing Programs of the
         Borrower (regardless of the amount of accounts receivables securitized
         thereunder), the 364 Day Revolving Credit Commitment and the Revolving
         Credit Commitment shall together be reduced by an aggregate amount
         equal to 50% (fifty percent) of the size of such Accounts Receivable
         Financing Programs, such aggregate amount of such reduction to be
         allocated between the 364 Day Revolving Credit Commitment and the
         Revolving Credit Commitment on a pro rata basis in proportion to the
         relative size of the 364 Day Revolving Credit Commitment and the
         Revolving Credit Commitment; and

                  (ii) the 364 Day Revolving Credit Commitment and the Revolving
         Credit Commitment shall also be reduced by an aggregate amount equal to
         100% (one hundred percent) of the size of such Accounts Receivable
         Financing Programs in excess of such $200,000,000 (two hundred million
         dollars) referred to in clause (i) above, such aggregate amount of such
         reduction to be allocated between the 364 Day Revolving Credit
         Commitment and the Revolving Credit Commitment on a pro rata basis in
         proportion to the relative size of the 364 Day Revolving Credit
         Commitment and the Revolving Credit Commitment;

provided, however, that to the extent the 364 Day Revolving Credit Commitment is
no longer outstanding or has been terminated or the reduction described in this
paragraph (c) of Section 2.08 exceeds the outstanding 364 Day Revolving Credit
Commitment, the Revolving Credit Commitment under this Agreement will be reduced
accordingly. If after giving effect to the reduction of the 364 Day Revolving
Credit Commitment or the Revolving Credit Commitment described in this paragraph
(c) of this Section 2.08, (x) the total 364 Day Revolving Credit Exposures would
exceed the Total Commitments under (and as defined in) the 364 Day Facility, or
(y) the sum of the Revolving Credit Exposures plus the aggregate principal
amount of outstanding Term Loans would exceed the Total Commitments under this
Agreement, the Borrower shall immediately repay the loans under the 364 Day
Facility and the Revolving Loans, as appropriate, in the amount equal to such
excess.

                  (d) The Borrower shall notify the Administrative Agent of any
(i) election to terminate or reduce the Revolving Credit Commitment under
paragraph (b) of this Section 2.08 at least three Business Days prior to the
effective date of such termination or reduction specifying such election and the
effective date thereof and (ii) establishment of any Accounts Receivable
Financing Program at least three Business Days prior to such establishment,
specifying the date and amount of the Accounts Receivable Financing Program.
Promptly following receipt of any notice, the Administrative Agent shall advise
the Lenders of the contents thereof. Each notice delivered by the Borrower
pursuant to this Section 2.08 shall be irrevocable; provided that a notice of
termination of the Revolving Credit Commitment described in paragraph (b) of
this Section 2.08 delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Revolving Credit Commitment shall
be permanent. Each reduction of the Revolving Credit Commitment shall be made
ratably among the Lenders in accordance with their respective Revolving Credit
Commitments.

                                      -27-

<PAGE>

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay:

                  (i) in respect of Revolving Loans, to the Administrative Agent
         for the account of each Lender the then unpaid principal amount of each
         Revolving Loan on Maturity Date for the Revolving Loans;

                  (ii) in respect of Term Loans, to the Administrative Agent for
         the account of each Lender, in consecutive quarterly installments, in
         the applicable amount set forth below, on the last day of each of
         March, June, September and December, the first payment to be made
         September 30, 2002, to be applied against such of the Term Loans (or
         portions thereof) with respect to the Type and, if applicable, the
         Interest Period as the Borrower shall elect, but subject to Section
         2.15:

--------------------------------------------------------
   Installments         Amount for each Installment
--------------------------------------------------------
       1 - 4                    $12,500,000
--------------------------------------------------------
       5 - 8                    $18,750,000
--------------------------------------------------------
      9 - 12                    $25,000,000
--------------------------------------------------------
      13 - 16                   $31,250,000
--------------------------------------------------------
      17 - 20                   $37,500,000
--------------------------------------------------------

                  (iii) in respect of Swingline Loans, to the Swingline Lender
         the then unpaid principal amount of each Swingline Loan from the
         proceeds of a Revolving Borrowing or otherwise on the earlier of the
         Maturity Date for the Revolving Loans and the first date after such
         Swingline Loan is made that is the 15th or last day of a calendar month
         and is at least one Business Day after such Swingline Loan is made;

provided that on each date of a Revolving Borrowing is made, the Borrower shall
repay all Swingline Loans then outstanding.

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

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section 2.09 shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

                                      -28-

<PAGE>

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in the forms attached as Exhibit G-1, G-2 and G-3, as applicable. Thereafter,
the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).

                  SECTION 2.10. Prepayment of Loans. (a) Optional Prepayment.
The Borrower shall have the right at any time and from time to time to prepay
any Term Borrowing, in each case in an amount equal to $5,000,000 (five million
dollars) or an integral amount of $1,000,000 (one million dollars) in excess
thereof, subject to prior notice in accordance with this Section 2.10 and
subject to Section 2.15. The Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing or a Swingline Loan, not later
than 12:00 noon, New York City time, on the date of prepayment. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Revolving Credit Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice of prepayment relating to a Term Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each prepayment of a Term
Borrowing shall be applied against such of the future quarterly installment
amounts (or portions thereof) payable under Section 2.09(a)(ii) and such Term
Loans (or portions thereof) as determined by the Borrower.

                  (b) Mandatory Prepayments.

                  (i) In accordance with paragraph (ii) below, the Borrower
                  shall prepay Loans, without premium or penalty, but subject to
                  Section 2.15, with (A) 100% (one hundred percent) of the
                  after-tax net cash proceeds received from Asset Sales, and (B)
                  if the Borrower's Consolidated Total Debt to Consolidated
                  EBITDA (each as defined in Section 6.10) is at or above 1.5,
                  100% (one hundred percent) of the net cash proceeds received
                  from issuances of debt obligations of the Borrower and its
                  Subsidiaries, provided that, in the case of clause (A) or (B)
                  or both, all such amounts are, to the extent any amounts
                  remain outstanding under the $1,000,000,000 (one billion
                  dollars) senior unsecured bridge loan facility provided to the
                  Borrower (the "Bridge Facility"), if applicable, subject to
                  payment of any amounts required under the mandatory
                  prepayments obligations under the Bridge Facility.

                  (ii) The mandatory prepayments shall be applied first pro rata
                  against future quarterly installments payable under Section
                  2.09(a)(ii), and then to repay the Revolving Loans or, at the
                  request of the Borrower, the $250,000,000 (two-hundred fifty
                  million dollars) senior unsecured 364-day revolving credit
                  facility

                                      -29-

<PAGE>

                  provided to the Borrower (the "364 Day Facility");
                  provided, however, that the Borrower may elect to commit to
                  reinvest the proceeds described in clause (A) of the
                  immediately preceding paragraph in its or any of its
                  Subsidiaries' business within twelve months of the receipt of
                  such proceeds, in which case such amounts shall be applied to
                  repay the Revolving Loans or, if the Borrower elects and if
                  prior to the Maturity Date of the 364 Day Facility, to repay
                  the 364 Day Facility (such amounts, the "Committed Funds"). To
                  the extent the Borrower does not reinvest the Committed Funds
                  in its business within twelve months of their application to
                  repay the Revolving Loans or the 364 Day Facility, as the case
                  may be, if Term Loans are then outstanding such amounts shall
                  be drawn from the Revolving Loan facility or the 364 Day
                  Facility, as applicable, and used to prepay any outstanding
                  Term Loans applied pro rata against future quarterly
                  installments payable under Section 2.09(a)(ii) as described
                  above in this clause (ii) of this Section 2.10(b).

                  SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a participation fee, which
shall accrue at the Applicable Commitment Fee Rate on the daily amount of the
sum of (i) the Lender's Revolving Credit Commitment, (ii) minus its LC Exposure
and (iii) minus the outstanding principal amount of its Revolving Loans during
the period from and including the date hereof to, but excluding, the date on
which any such Revolving Credit Commitment terminates. Accrued participation
fees shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Revolving Credit Commitment
terminates, the first payment to be made September 30, 2002. All participation
fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the
last day).

                  (b) The Borrower agrees to pay to (i) the Issuing Bank a
fronting fee, which shall accrue at a rate of .125% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the date
hereof to, but excluding, the later of the date of termination of the Revolving
Credit Commitment and the date on which there ceases to be any LC Exposure, as
well as the Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder; and (ii) to the Lenders, on a pro rata basis in proportion
to their respective Revolving Credit Commitments, a fee which shall accrue at
the Applicable Interest Rate Margin then in effect for Eurodollar Loans per
annum on the average daily amount of the total LC Exposures. Such fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
the first payment to be made no earlier than September 30, 2002; provided that
all such fees shall be payable on the date on which the Revolving Credit
Commitment terminates and any such fees accruing after the date on which the
Revolving Commitment terminates shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All fronting fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.


                                      -30-

<PAGE>

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

                  SECTION 2.12. Interest.  (a) The Loans constituting each ABR
Borrowing  (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Interest Margin Rate.

                  (b) The Loans constituting each Eurodollar Borrowing shall
bear interest in the case of a Eurodollar Loan, at the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Interest
Margin Rate.

                  (c)  Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan,  2.0% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section 2.12 or (ii) in the case of any other
amount,  2.0% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section 2.12.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Credit Commitments; provided that (i) interest
accrued pursuant to paragraph  (c) of this Section  2.12 shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period),  accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Revolving Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error. The
Administrative Agent shall, at any time and from time to time upon request of
Borrower, deliver to Borrower a statement showing the quotations used by
Administrative Agent in determining any interest rate applicable to Revolving
Loans pursuant to this Agreement.

                  SECTION  2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines in good faith (which
          determination shall be conclusive absent manifest error) that adequate
          and reasonable means do not exist for ascertaining the Adjusted LIBO
          Rate or the LIBO Rate, as applicable, for such Interest Period; or

                                      -31-

<PAGE>

                  (b) the Administrative Agent is notified by the Required
          Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
          for such Interest Period will not adequately and fairly reflect the
          cost to such Lenders (or Lender) of making or maintaining their Loans
          (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing for such Interest
Period shall be ineffective and (ii) if any Borrowing Request requests a
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR
Borrowing; provided that if the circumstances giving rise to such notice affect
only one Type of Borrowing, then the other Type of Borrowing shall be permitted.
The Administrative Agent shall notify the Borrower as promptly as practicable of
receipt of a notice from a Lender of the Type referred to in clause (b) above of
this Section 2.13 or of the Type referred to in the definition of Interest
Period. Any Lender delivering such notice shall be deemed to be an "Affected
Lender" for purposes hereof until such Lender delivers to the Administrative
Agent and the Borrower a withdrawal of such notice.

                  SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
          deposit or similar requirement against assets of, deposits with or for
          the account of, or credit extended by, any Lender  (except any such
          reserve requirement reflected in the Adjusted LIBO Rate)  or the
          Issuing Bank; or

                  (ii)  impose on any Lender or the Issuing Bank or the London
          interbank market any other condition affecting this Agreement or
          Eurodollar Loans made by such Lender or any Letter of Credit or
          participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then
subject to paragraphs (c) and (d) of this Section 2.14, the Borrower will pay to
such Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then subject to

                                      -32-

<PAGE>

paragraphs (c) and (d) of this Section 2.14, the Borrower will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount(s) necessary to compensate such Lender or the Issuing Bank or
its holding company, as the case may be, and the basis for the calculation
thereof as specified in paragraph (a) or (b) of this Section 2.14 shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender or the Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section 2.14 shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section 2.14 for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.10(b) and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined in good faith by such Lender to be the excess, if
any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that
would have been applicable to such Loan, for the period from the date of such
event to the last day of the then current Interest Period therefor (or, in the
case of a failure to borrow, convert or continue, for the period that would have
been the Interest Period for such Loan), over (ii) the amount of interest which
would accrue on such principal amount for such period at the interest rate which
such Lender would bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other banks in the
Eurodollar market. A certificate of any Lender setting forth any amount(s) that
such Lender is entitled to receive and the basis for the calculation thereof
pursuant to this Section 2.15 shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  SECTION 2.16. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for

                                      -33-

<PAGE>

any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions the Administrative Agent, Lender(s) or Issuing Bank (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt, if any, issued by such Governmental Authority evidencing such payment,
a copy of the return, if any, reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax with respect to any Indemnified Tax or Other Tax
(including by application of any treaty, the benefits of which such Lender is
entitled), with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), on or prior to the date such
Foreign Lender becomes a party to this Agreement (or designates a new lending
office) and at such other times as may be necessary in the reasonable
determination of the Borrower or Administrative Agent, (i) two original copies
of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms),
properly completed and duly executed by such Lender, and such other
documentation required under the Code to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of principal, interest, fees or other
amounts payable under this Agreement, or (ii) if such Lender is not a "bank" or
other Person described in Section 881(c)(3) of the Code and cannot deliver
either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i)
above of this Section 2.16(e), a Certificate of Non-Bank Status together with
two original copies of Internal Revenue Service Form W-8 (or any successor
form), properly completed and duly executed by such Lender, and such other
documentation required under the Code to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under this Agreement.
Each Lender that is not a Foreign Lender shall deliver to the Borrower (with a
copy to the Administrative Agent) two duly completed copies of United States
Internal Revenue Form W-9 (or applicable successor form) unless it establishes
to the satisfaction of the Borrower that the Lender is otherwise eligible for an
exemption from backup withholding tax or other

                                      -34-

<PAGE>

applicable withholding tax. Each Lender hereby agrees, from time to time after
the initial delivery by such Lender of such forms, certificates or other
evidence required to be provided pursuant to the first two sentences of this
Section 2.16(e), whenever a lapse in time or change in circumstances renders
such forms, certificates or other evidence obsolete or inaccurate in any
material respect, that such Lender shall promptly deliver to Administrative
Agent for transmission to the Borrower two new original copies of Internal
Revenue Service Form W-8BEN, W-8ECI or W-9 or a Certificate of Non-Bank Status
and two original copies of Internal Revenue Service Form W-8, as the case may
be, properly completed and duly executed by such Lender, and such other
documentation required under the Code to confirm or establish that such Lender
is not subject to deduction or withholding of United States federal income tax
with respect to payments to such Lender under this Agreement, or notify
Administrative Agent and the Borrower of its inability to deliver any such
forms, certificates or other evidence. Notwithstanding any other provision of
this paragraph (e), a Foreign Lender shall not be required to deliver any form
pursuant to this paragraph (e) that such Foreign Lender is not legally able to
deliver.

                  (f) If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Indemnified Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.16, it
shall promptly notify the Borrower of such refund and promptly pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.16 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

                  SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest

                                      -35-

<PAGE>

thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

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

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements and Swingline Loans of
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph (c) of this Section 2.17 shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph (c) of this Section 2.17 shall
apply). The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

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

                                      -36-

<PAGE>

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.17(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

                  SECTION 2.18. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.14, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16 or as a result
of any Lender's assignment to an Affiliate of such Lender or an Approved Fund
pursuant to Section 9.04(b), or if any Lender is an Affected Lender, then such
Lender shall, upon the request of the Borrower, use reasonable efforts to
designate a different lending office for funding or booking its Loans or Letters
of Credit hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or Affiliates, if such designation or assignment (i)
would be reasonably expected to eliminate or reduce amounts payable pursuant to
Sections 2.14 or 2.16 in the future or result in such Lender or its assignee, as
applicable, not being an Affected Lender; and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16 or
as a result of any Lender's assignment to an Affiliate of such Lender or an
Approved Fund pursuant to Section 9.04(b), or if any Lender is an Affected
Lender or defaults in its obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort (other than in the case of a default by a
Lender, in which case such Lender shall be responsible for all reasonable
out-of-pocket costs of the Borrower), upon notice to such Lender and the
Administrative Agent, (x) prepay such Lender in full or (y) require such Lender
to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee selected by the Borrower,
subject to the consent of the Administrative Agent (such consent not be
unreasonably withheld or delayed), that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal amount of its Loans and participations in LC Disbursements and
Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal amount and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment would be reasonably expected to result
in a reduction in such compensation or payments. A Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.

                                      -37-

<PAGE>

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  Except for Disclosed Matters, the Borrower represents and
warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. Each of the Borrower and
its Subsidiaries is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and is qualified to do
business in, and is in good standing in, every jurisdiction where such
qualification is required except, in each case, where the failure to do so,
individually or in the aggregate, would not reasonably be expected to result in
a Material Adverse Effect. As of the date hereof, the Borrower has no
Subsidiaries other than those Persons listed on Schedule 3.01.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action on the part of the
Borrower. Each of this Agreement and the Transaction Documents has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts.

                  (a) The Transactions, the IPO and the Notes Offering:

                  (i) do not require any consent or approval of, registration or
                  filing with, or any other action by, any Governmental
                  Authority, except such as have been obtained or made and are
                  in full force and effect and except as would not reasonably be
                  expected to have a Material Adverse Effect;

                  (ii) do not violate any applicable law (including ERISA and
                  Environmental Laws) or regulation or any order of any
                  Governmental Authority except as would not reasonably be
                  expected to have a Material Adverse Effect;

                  (iii) do not violate the charter, by-laws or other
                  organizational documents of the Borrower or any of its
                  Subsidiaries;

                  (iv) will not violate any indenture, agreement or other
                  instrument binding upon the Borrower or any of its
                  Subsidiaries or its assets, or give rise to a right thereunder
                  to require any payment to be made by the Borrower or any of
                  its Subsidiaries except as would not reasonably be expected to
                  have a Material Adverse Effect; and

                  (v) will not result in the creation or imposition of any Lien
                  (except any Lien permitted by Section 6.02 that has been
                  disclosed as a Disclosed Matter or after

                                      -38-

<PAGE>

                  the date hereof with respect to this Section 3.03) on any
                  asset of the Borrower or any of its Subsidiaries.

                  (b) Each Loan ranks pari passu with each other Loan (except as
provided herein) and, for bankruptcy purposes, with all other senior unsecured
unsubordinated Indebtedness of the Borrower.

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders' equity and cash flows (i)
for the fiscal years ending, and at, December 25, 1999, December 30, 2000 and
December 29, 2001, and (ii) as of and for the fiscal quarter and the portion of
the fiscal year ended March 31, 2002. The financial statements described in
clause (i) of this Section 3.04(a) were reported on by Arthur Anderson for such
fiscal years ending, and at, December 25, 1999 and December 30, 2000 and by
PricewaterhouseCoopers LLP for such fiscal year ending, and at December 29,
2001, and in clause (ii) of this Section 3.04(a) were certified by the
Borrower's chief financial officer. Such financial statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in conformity with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above of this Section 3.04(a). The Borrower has heretofore also furnished
to the Lenders its unaudited pro forma condensed consolidated statement of
income, for its fiscal year ended December 29, 2001, and for its fiscal quarter
ended March 30, 2002 and its unaudited pro forma condensed consolidated balance
sheet at March 30, 2002. Such pro forma financial statements comply, in all
material respects, with the requirements of Article XI of Regulation S-X of the
SEC.

                  (b) The Borrower has heretofore furnished to the Lenders
projections as of and for the period between fiscal year beginning 2002 and
fiscal year ended 2007. Such projections were prepared by management of the
Borrower in good faith based on assumptions that the Executive Officers believe
are reasonable as of the date hereof.

                  (c) Since December 29, 2001, there has been no material
adverse change in the business, assets, operations, prospects or financial
condition of the Borrower and its Subsidiaries, taken as a whole.

                  SECTION 3.05. Properties; Insurance. (a) Each of the Borrower
and its Subsidiaries has good title to, or valid leasehold interests in, all its
real and personal property material to their business, taken as a whole, except
for defects in title that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their intended
purposes.

                  (b) Each of the Borrower and its Subsidiaries owns, is validly
licensed or otherwise has the right to use, all trademarks, trade names,
copyrights, patents and other intellectual property and property rights which
are material to its business, and the use thereof by the Borrower and its
Subsidiaries does not and will not violate the rights of any other Person,
except for any such violations that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No claim is
pending and, to the knowledge of the Executive Officers, no claim has been
asserted by any person challenging or questioning the use

                                      -39-

<PAGE>

of any such trademark, trade name, copyright, patent or other intellectual
property or proprietary rights except as would not reasonably be expected to
have a Material Adverse Effect.

                  (c) The Borrower maintains, with financially sound and
reputable insurance companies, directly or through Merck, on its own behalf and
on behalf of its Subsidiaries, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Executive Officers,
threatened against or affecting the Borrower or any of its Subsidiaries (i) that
would reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect or (ii) that involve this Agreement or the Transactions
or the transactions contemplated by the IPO or the Notes Offering.

                  (b) Except with respect to matters that, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability or (iii) has received written
notice of any claim with respect to any Environmental Liability, and, to the
knowledge of the Executive Officers, there is no reasonable basis for any
Environmental Liability.

                  (c) Since the date of this Agreement, there has been no change
in the status of any Disclosed Matter with respect to this Section 3.06 that,
individually or in the aggregate, has resulted in, or substantially increased
the likelihood of, a Material Adverse Effect.

                  SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                  SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries
(i) has timely filed or caused to be filed all Tax returns and reports required
to have been filed and (ii) has paid or caused to be paid all Taxes required to
have been paid by it, except in the case of each of clause (i) and (ii) of this
Section 3.09, (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books reserves to the extent required under GAAP or (b) to the
extent that the failure to do so would not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability

                                      -40-

<PAGE>

is reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect. The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the greater
of (a) 130% (one hundred thirty percent) of the fair market value of the assets
of such Plan and (b) $25,000,000 (twenty-five million dollars), and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the greater of (a) 130% (one hundred thirty
percent) of the fair market value of the assets of all such underfunded Plans
and (b) $25,000,000 (twenty-five million dollars).

                  SECTION 3.11. Employee Matters. Neither the Borrower nor its
Subsidiaries is engaged in any unfair labor practice that would reasonably be
expected to have a Material Adverse Effect. There is (a) no unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries, or
to the best knowledge of the Executive Officers, threatened against any of them
before the National Labor Relations Board and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement that is
so pending against the Borrower or any of its Subsidiaries or to the best
knowledge of the Executive Officers, threatened against any of them, (b) no
strike or work stoppage is in existence involving the Borrower or any of its
Subsidiaries that would reasonably be expected to have a Material Adverse
Effect, and (c) to the best knowledge of the Executive Officers, no union
representation question is existing with respect to the employees of the
Borrower or any of its Subsidiaries and, to the best knowledge of the Executive
Officers, no union organization activity that is taking place, except (with
respect to any matters specified in clauses (a), (b) or (c) of this Section
3.11, either individually or in the aggregate) such matter as would not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.12. IPO and Notes Offering. The terms and conditions
of the IPO and the Notes Offering are or will be consistent with Schedule 3.12.
The underwriting and exchange agreements that will give effect to the IPO are
substantially in the form reviewed prior to the date hereof by the Joint Lead
Arrangers, and none of the terms or conditions of such agreements shall be
amended, waived or otherwise modified in a manner that would, in the reasonable
judgment of the Joint Lead Arrangers, be materially adverse to the Lenders
without the consent of the Joint Lead Arrangers.

                  SECTION 3.13. Margin Regulations. Neither the Borrower nor any
of its Subsidiaries is engaged principally, as one of its important activities,
in the business of extending credit for the purpose of carrying any margin stock
(as such term is defined in Regulation U of the Board as in effect from time to
time). No part of the proceeds of the Loans or Letters of Credit issued to the
Borrower will be used to purchase or carry any such margin stock or to extend
credit to others for the purpose of purchasing or carrying any such margin stock
or for any purposes that violates, or is inconsistent with, the provisions of
Regulations T , U or X (or any successor regulations) of the Board.

                  SECTION 3.14. Certain Fees. No broker's or finder's fee or
commission will be payable with respect hereto or any of the transactions
contemplated hereby.

                                      -41-

<PAGE>

                  SECTION 3.15. Solvency. The Borrower and each Significant
Subsidiary is Solvent.

                  SECTION 3.16. No Burdensome Restrictions. No laws, regulations
and orders of any Governmental Authority applicable to the Borrower or any
Subsidiary or any of their property and all indentures, agreements and other
instruments binding upon any of them have had, individually or in the aggregate,
a Material Adverse Effect.

                  SECTION 3.17. Disclosure. The Borrower has disclosed to the
Lenders (including in the IPO Prospectus and related registration statement of
which it is a part) all agreements (including those related to Medicare,
Medicaid or any other managed care recoupment or recoupments of any third-party
payor being sought, threatened, requested or claimed), instruments and corporate
or other restrictions to which it or any of its Subsidiaries is subject as of
the date of this Agreement, and all other matters known to the Executive
Officers as of the date of this Agreement, that, as of the date of this
Agreement, they are aware, individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect. To the knowledge of the
Executive Officers, as of the date of this Agreement, neither the Information
Memorandum nor any of the other reports, financial statements, projections,
certificates or other information furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished), when taken as a whole, contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information or any forecast or opinion, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

                                   ARTICLE IV
                                   CONDITIONS

                  SECTION 4.01. Initial Funding Date. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall be subject to the satisfaction (or waiver in accordance with
Section 9.02) of each of the following conditions:

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

                  (b)   The Administrative Agent shall have received a favorable
          written opinion (addressed to the Administrative Agent and the Lenders
          and dated the Initial Funding Date) of Fried Frank Harris Shriver &
          Jacobson, counsel for the Borrower, substantially in the form of
          Exhibit H. The Borrower hereby requests such counsel to deliver such
          opinion.

                  (c)   The Administrative Agent shall have received such
          documents and certificates as the Administrative Agent or its counsel
          may reasonably request relating to

                                      -42-

<PAGE>

          the organization, existence and good standing of the Borrower, the
          authorization of the Transactions and any other legal matters relating
          to the Borrower, this Agreement or the Transactions that the
          Administrative Agent shall reasonably request, all in form and
          substance reasonably satisfactory to the Administrative Agent and its
          counsel.

                  (d)   The Administrative Agent shall have received a
          certificate, dated the Initial Funding Date and signed by the
          President, a Vice President or a Financial Officer of the Borrower
          that:

                  (i)   The Borrower is in compliance with the conditions set
                  forth in paragraphs (a) and (b) of Section 4.02;

                  (ii)  Each Person that has executed this Agreement or any
                  Transaction Document is an elected or appointed officer of the
                  Borrower and is authorized to executed this Agreement and each
                  of the Transaction Documents, as the case may be; and

                  (iii) The Borrower represents and warrants to the Lenders
                  that:

                        (A) the underwriting and exchange agreements giving
                        effect to the IPO and the separation and transition
                        agreements with Merck (described in the IPO Prospectus)
                        have been executed and delivered substantially as
                        described in Schedule 3.12 and are in the form reviewed
                        prior to the Initial Funding Date by the Joint Lead
                        Arrangers and are in full force and effect without any
                        defaults or breaches thereunder that would cause any of
                        the conditions to closing of the IPO not to be
                        satisfied, and none of the terms or conditions of such
                        documentation shall have been amended, waived or
                        otherwise modified in a manner that would, in the
                        reasonable judgment of the Joint Lead Arrangers, be
                        materially adverse to the Lenders without the Joint Lead
                        Arrangers' consent;

                        (B) the IPO has been completed on terms and conditions
                        substantially as described in Schedule 3.12; and

                        (C) the IPO and the separation and transition agreements
                        with Merck (described in the IPO Prospectus) are within
                        the Borrower's corporate powers and have been duly
                        authorized by all necessary corporate and, if required,
                        stockholder action on the part of the Borrower, and each
                        such agreement has been duly executed and delivered by
                        the Borrower and constitutes a legal, valid and binding
                        obligation of the Borrower, enforceable in accordance
                        with its terms, subject to applicable bankruptcy,
                        insolvency, reorganization, moratorium or other laws
                        affecting creditors' rights generally and subject to
                        general principles of equity, regardless of whether
                        considered in a proceeding in equity or at law.

                  (e) The Administrative Agent shall have received a certificate
          from the chief financial officer of the Borrower to the effect that,
          as of the Initial Funding Date, after giving effect to the Loans and
          to the payment of all estimated legal, investment banking, accounting
          and other fees related thereto, the Borrower and each Significant
          Subsidiary is Solvent.

                                      -43-

<PAGE>

                  (f) The Administrative Agent or the Joint Lead Arrangers, as
          the case may be, shall have received all costs, fees, expenses
          (including reasonable out-of-pocket legal fees and expenses and the
          reasonable out-of-pocket fees and expenses of appraisers, consultants
          and other advisors) and other compensation then payable to the
          Administrative Agent or the Joint Lead Arrangers, including any
          arrangement fees, or any fees payable to the Lenders with respect to
          their respective Total Commitments.

                  (g) The Administrative Agent shall have received satisfactory
          confirmation of the applicable public long-term ratings assigned to
          the Borrower from S&P and Moody's for the Loans, which shall be no
          less than "BBB+" and "Ba1", respectively, and with a stable or
          positive outlook.

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (including on the Initial
Funding Date), and of the Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following conditions:

                  (a) The representations and warranties of the Borrower set
          forth in Article III of this Agreement shall be true and correct in
          all material respects (except that, to the extent any such
          representation or warranty is qualified by materiality or Material
          Adverse Effect, such representation or warranty shall be true and
          correct in all respects) on and as of the date of such Borrowing or
          the date of issuance, amendment, renewal or extension of such Letter
          of Credit, as applicable, except to the extent expressly referring
          only to an earlier date.

                  (b) At the time of and immediately after giving effect to such
          Borrowing or the issuance, amendment, renewal or extension of such
          Letter of Credit, as applicable, no Default shall have occurred and be
          continuing.

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

                                   ARTICLE V
                              AFFIRMATIVE COVENANTS

                  Until the Lenders' Total Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, the
Borrower covenants and agrees with the Lenders that:

                  SECTION 5.01. Financial Statements; Ratings Change and Other
Information. The Borrower will furnish to the Administrative Agent and each
Lender:

                  (a) within 90 days after the end of each fiscal year of the
          Borrower, its audited consolidated balance sheet and related
          statements of operations, stockholders' equity and cash flows as of
          the end of and for such year, setting forth in each case in
          comparative form the figures for the previous fiscal year, all
          reported on by PricewaterhouseCoopers

                                      -44-

<PAGE>

          LLP or other independent public accountants of recognized national
          standing (without a "going concern" or like qualification or exception
          and without any qualification or exception as to the scope of such
          audit) to the effect that such consolidated financial statements
          present fairly in all material respects the financial condition and
          results of operations of the Borrower and its consolidated
          Subsidiaries on a consolidated basis, as of such dates and for such
          periods, in conformity with GAAP; provided that delivery within the
          time frame specified above of copies of Borrower's Annual Report on
          Form 10-K filed with the SEC shall satisfy the requirements of this
          paragraph (a) of this Section 5.01;

                  (b) within 45 days after the end of each of the first three
          fiscal quarters of each fiscal year of the Borrower, its consolidated
          balance sheet and related statements of operations, stockholders'
          equity and cash flows as of the end of and for such fiscal quarter and
          the then elapsed portion of the fiscal year, setting forth in each
          case in comparative form the figures for the corresponding period or
          periods of (or, in the case of the balance sheet, as of the end of)
          the previous fiscal year, all certified by one of its Financial
          Officers as presenting fairly in all material respects the financial
          condition and results of operations of the Borrower and its
          consolidated Subsidiaries on a consolidated basis, as of such dates
          and for such periods, in conformity with GAAP, subject to normal
          year-end audit adjustments and the absence of footnotes; provided that
          delivery within the time frame specified above of copies of Borrower's
          Quarterly Report on Form 10-Q filed with the SEC shall satisfy the
          requirements of this paragraph (b) of this Section 5.01;

                  (c) concurrently with any delivery of financial statements
          under clauses (a) or (b) above of this Section 5.01, a certificate of
          a Financial Officer of the Borrower (i) certifying as to whether the
          Financial Officer is aware of a Default that has occurred and is
          continuing and, if a Default has occurred and is continuing,
          specifying the details thereof and any action taken or proposed to be
          taken with respect thereto, (ii) demonstrating, in reasonable detail,
          compliance with the financial ratios or requirements set forth in
          Sections 6.01(k), 6.02(i), 6.03(c), 6.04(l), 6.10(a), 6.10(b) and, if
          applicable, Section 6.06(e) and (iii) stating whether any change in
          GAAP or in the application thereof has occurred since the date of the
          audited financial statements referred to in Section 3.04 and, if any
          such change has occurred, specifying the effect of such change on the
          financial statements accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
          under clause (a) of this Section 5.01, a certificate substantially in
          the form attached as Exhibit I of the accounting firm that reported on
          such financial statements (provided that such certificate may be
          limited to the extent required by accounting rules or guidelines);

                  (e) promptly after the same become publicly available, copies
          of all periodic and other reports, proxy statements and other
          materials filed by the Borrower or any Subsidiary with the SEC, or any
          Governmental Authority succeeding to any or all of the functions of
          said Commission, or distributed by the Borrower to its shareholders
          generally provided that such financial statements and reports to
          shareholders shall be deemed delivered on the second business day
          following the day on which they are filed with the SEC unless actually
          delivered on an earlier date, as the case may be;

                                      -45-

<PAGE>

                  (f) as soon as practicable and in any event no later than 30
          days prior to the beginning of each fiscal year for the Borrower, a
          consolidated financial forecast for such fiscal year and the next
          three succeeding fiscal years, including (i) a forecasted consolidated
          balance sheet and forecasted consolidated statements of income and
          cash flows of the Borrower and its Subsidiaries for each such fiscal
          year, together with an explanation of the principal assumptions on
          which such forecasts are based;

                  (g) promptly after Moody's or S&P shall have announced a
          change in the rating established or deemed to have been established
          for the Index Debt, written notice of such rating change;

                  (h) promptly after any material amendment of, material waiver
          to or material withdrawal from the managed care agreement described in
          clause (n) of Article VII, written notice of such amendment, waiver or
          withdrawal; and

                  (i) promptly following any request therefor, such other
          information regarding the operations, business affairs and financial
          condition of the Borrower or any Subsidiary, or compliance with the
          terms of this Agreement, as the Administrative Agent or any Lender may
          reasonably request.

                  SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a) any Financial Officer's becoming aware of any Default that
          has occurred, unless the Borrower has previously provided such
          notification;

                  (b) any Financial Officer's becoming aware of the filing or
          commencement of any action, suit or proceeding by or before any
          arbitrator or Governmental Authority against or affecting the Borrower
          or any Affiliate thereof and that such action, suit or proceeding, if
          adversely determined, would reasonably be expected to result in a
          Material Adverse Effect;

                  (c) any Financial Officer's becoming aware of the occurrence
          of any ERISA Event that, alone or together with any other ERISA Events
          that have occurred and are then outstanding, would reasonably be
          expected to result in liability of the Borrower and its Subsidiaries
          in an aggregate amount exceeding $5,000,000 (five million dollars);
          and

                  (d) any Financial Officer's becoming aware of any other
          development that the Financial Officer is aware results in, or would
          reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a
statement of a Financial Officer or other Executive Officer setting forth a
description of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business (including agreements with Merck, including

                                      -46-

<PAGE>

those to be entered into in connection with the IPO described in the IPO
Prospectus) except for failures to do so which would, individually or
collectively, not reasonably be expected to result in a Material Adverse Effect;
provided that the foregoing shall not prohibit any transaction permitted under
Section 6.03.

                  SECTION 5.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, before the same shall become delinquent or in default, that, if not
paid, would, individually or collectively, reasonably be expected to result in a
Material Adverse Effect, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings and (b) the Borrower or
such Subsidiary has set aside on its books reserves with respect thereto to the
extent required under GAAP.

                  SECTION 5.05. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, keep and maintain all
property material to the conduct of their businesses in good working order and
condition, ordinary wear and tear excepted, except for failures that would not
reasonably be expected to result in a Material Adverse Effect. The Borrower will
maintain, with financially sound and reputable insurance companies, directly, or
through Merck, on the Borrower's own behalf and on behalf of its Subsidiaries,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations.

                  SECTION 5.06. Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to (a) keep proper books
of record and account in conformity with GAAP; and (b) permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice and without causing material disruption, and at the
expense of the Administrative Agent or such Lender, as applicable, to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably
requested (subject to confidentiality obligations of the Borrower or its
Subsidiaries).

                  SECTION 5.07. Compliance with Laws and Agreements. The
Borrower will, and will cause each of its Subsidiaries to, comply with all laws
(including ERISA and Environmental Law), rules, regulations and orders of any
Governmental Authority applicable to it or its property (including agreements to
be entered into in connection with the IPO as described in the IPO Prospectus),
except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.08. Use of Proceeds and Letters of Credit. The
proceeds of the Term Loan shall only be used, together with proceeds from the
Notes Offering or the net proceeds of the Bridge Facility, to pay for the Merck
Dividend. The proceeds of the Revolving Loans shall be only used for the
Borrower's general corporate and working capital purposes. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. Letters of Credit will be issued only to
support the Borrower's general corporate and working capital purposes

                                      -47-

<PAGE>

                  SECTION 5.09. Other Agreements. So long as any of the Loans
are outstanding, the Borrower shall not amend or terminate the Assignment and
Assumption, dated as of June __, 2002, between the Borrower and PAID
Prescriptions, L.L.C.

                                   ARTICLE VI
                   NEGATIVE COVENANTS AND FINANCIAL COVENANTS

                  Until the Lenders' Total Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable
hereunder have been paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness. The Borrower will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) the Indebtedness created hereunder and under the 364 Day
          Facility;

                  (b) the Indebtedness under the notes to be issued pursuant to
          the Notes Offering or, if applicable, the Indebtedness under the
          Bridge Facility;

                  (c) Indebtedness existing on the date hereof and set forth in
          Schedule 6.01, together with any existing Guarantees of any such
          Indebtedness;

                  (d) Indebtedness of the Borrower to any Subsidiary and of any
          Subsidiary to the Borrower or any other Subsidiary;

                  (e) Guarantees by the Borrower of Indebtedness of any
          Subsidiary and by any Subsidiary of Indebtedness of the Borrower or
          any other Subsidiary;

                  (f) Indebtedness of the Borrower or any Subsidiary as an
          account party in respect of trade letters of credit;

                  (g) Indebtedness to the extent the net cash proceeds of which
          are utilized to permanently prepay Term Loans or Revolving Loans in
          accordance with Section 2.10 or loans outstanding under the 364 Day
          Facility;

                  (h) Indebtedness which may be deemed to exist pursuant to any
          surety, indemnity, appeal, performance and other obligations of like
          nature and guarantees thereof, in each case securing obligations not
          constituting Indebtedness for borrowed money;

                  (i) Indebtedness that may exist in respect of deposits or
          payments made by customers or clients;

                  (j) subject to Section 2.08(c), one or more Accounts
          Receivable Financing Programs, provided that (i) the size of such
          Accounts Receivable Financing Programs shall not, in the aggregate,
          exceed $500,000,000 (five hundred million dollars) (regardless of the
          amount of accounts receivable securitized or collateralized
          thereunder) [and (ii)(A) the aggregate face amount of accounts
          receivable of the Borrower and its Subsidiaries held at any time by a
          trust, partnership, corporation or other entity to which

                                      -48-

<PAGE>

          such accounts receivable have been transferred pursuant to Accounts
          Receivable Financing Programs, plus (without duplication) (B) the
          amount of Indebtedness outstanding at such time pursuant to Accounts
          Receivable Financing Programs under which the Borrower or any of its
          Subsidiaries incurs Indebtedness secured by their accounts receivable
          does not exceed [50% (fifty percent)] of the aggregate face amount of
          all accounts receivable of the Borrower and its Subsidiaries at such
          time];

                  (k) Indebtedness of the Borrower or any Subsidiary not
          otherwise permitted by paragraphs (a) through (j) of this Section 6.01
          in an aggregate principal amount not exceeding 10% (ten percent) of
          Consolidated Net Tangible Assets, as defined in Section 6.10;

                  (l) extensions, renewals or refinancings of Indebtedness under
          paragraphs (a) through (i) of this Section 6.01 so long as (1) such
          Indebtedness ("Refinancing Indebtedness") is in an aggregate principal
          amount not greater than the aggregate principal amount of, and unpaid
          interest on, the Indebtedness being extended, renewed or refinanced
          plus the amount of any premiums required to be paid thereon and fees
          and expenses associated therewith, (2) such Refinancing Indebtedness
          has a later or equal final maturity and a longer or equal weighted
          average life than the Indebtedness being extended, renewed or
          refinanced, and (3) the interest rate applicable to such Refinancing
          Indebtedness shall be at a rate no higher than the rate applicable to
          the Indebtedness that is the subject of the extension, renewal or
          refinancing; and

                  (m) all premiums (if any), interest (including post-petition
interest), fee, expenses, indemnities, charges and additional or contingent
interest on obligations described in paragraphs (a) through (l) of this Section
6.01.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

                  (a) Permitted Encumbrances;

                  (b) Liens in favor of the Borrower with respect to any of its
          Subsidiaries and Liens that may be deemed to exist under this
          Agreement, the 364 Day Facility, the Bridge Facility and the notes to
          be issued pursuant to the Notes Offering;

                  (c) any Lien on any property or asset of the Borrower or any
          Subsidiary existing on the date hereof and set forth in Schedule 6.02
          and additions thereto (but not beyond the scope of the original Lien)
          and proceeds and replacements thereof; provided that such Liens shall
          secure only those obligations which it secures on the date hereof and
          extensions, renewals and replacements thereof that do not increase the
          outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
          acquisition thereof by the Borrower or any Subsidiary or existing on
          any property or asset of any Person that becomes a Subsidiary after
          the date hereof prior to the time such Person becomes a Subsidiary and
          additions thereto (but not beyond the scope of the original Lien) and

                                      -49-

<PAGE>

          proceeds and replacements thereof; provided that (i) such Lien is not
          created in contemplation of or in connection with such acquisition or
          such Person becoming a Subsidiary , as the case may be and (ii) such
          Lien shall secure only those obligations which it secures on the date
          of such acquisition or the date such Person becomes a Subsidiary, as
          the case may be and extensions, renewals and replacements thereof that
          do not increase the outstanding principal amount thereof;

                  (e) Liens on fixed or capital assets or assets of a Subsidiary
          acquired, constructed, refurbished or improved by the Borrower or any
          Subsidiary; provided that (i) such security interests secure
          Indebtedness not prohibited by Section 6.01, (ii) such security
          interests and the Indebtedness secured thereby are incurred prior to
          or within 120 days after such acquisition or the completion of such
          construction, refurbishment or improvement, (iii) the Indebtedness
          secured thereby does not exceed 100% (one hundred percent) of the cost
          of acquiring, constructing or improving such fixed or capital assets
          and (iv) such security interests shall not apply to any other property
          or assets of the Borrower or any Subsidiary (other than proceeds and
          replacements thereof and additions thereto (but not beyond the scope
          of the original Lien));

                  (f) Liens solely on any deposits, advances, contractual
          payments, including implementation allowances, or escrows made or paid
          by the Borrower or any of its Subsidiaries to or with customers or
          clients in the ordinary course of business;

                  (g) Liens arising from sales or securitizations of accounts
          receivables;

                  (h) deposits securing liabilities to insurance carriers under
          insurance or self-insurance arrangements and regulatory restrictions
          imposed on insurance Subsidiaries; and

                  (i) Liens of the Borrower or any Subsidiary not otherwise
          permitted by paragraphs (a) through (h) of this Section 6.02 not
          exceeding 10% (ten percent) of Consolidated Net Tangible Assets
          (including assets held "off-balance sheet" that are subject to Liens
          restricted under this Section), as defined in Section 6.10.

                  SECTION 6.03. Fundamental Changes. The Borrower will not, nor
will it permit any of its Subsidiaries to, consummate any transaction of merger
or consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, assets or property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, or acquire by purchase or otherwise
(other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) the business, property or fixed
assets of, or stock or other evidence of beneficial ownership of, any Person or
any division or line of business or other business unit of any Person, except:

                  (a) any Subsidiary may be merged with or into the Borrower or
          another wholly-owned Subsidiary, or be liquidated, wound up or
          dissolved, or all or any part of its business, property or assets may
          be conveyed, sold, leased, transferred or otherwise disposed of, in
          one transaction or a series of transactions, to the Borrower or
          another

                                      -50-

<PAGE>

          wholly-owned Subsidiary; provided, in the case of any merger with the
          Borrower, the Borrower will be the continuing or surviving Person;

                  (b) sales, leases, subleases or securitizations of accounts
          receivables or other dispositions of assets that do not constitute
          Asset Sales;

                  (c) (x) Asset Sales required by any Governmental Authority,
          (y) Asset Sales (excluding any sale of accounts receivable), the
          net-after-tax proceeds of which, together, (valued at the principal
          amount thereof in the case of non-cash proceeds consisting of notes or
          other debt securities and valued at fair market value in the case of
          other non-cash proceeds), when aggregated with the proceeds of all
          other Asset Sales made within the same fiscal year, are less than
          $100,000,000 (one hundred million dollars) or (z) sales of accounts
          receivable that constitute an Asset Sale which, when aggregated with
          all other sales of accounts receivables that constitute Asset Sales
          made during the term of this Agreement, are less than $400,000,000
          (four hundred million dollars); provided (1) in the case of an Asset
          Sale not required by any Governmental Authority, the consideration
          received for such assets shall be in an amount at least equal to the
          fair market value thereof (determined in good faith by the board of
          directors of the Borrower (or similar governing body)), (2) in the
          case of an Asset Sale not required by any Governmental Authority, no
          less than 80% (eighty percent) thereof shall be paid in cash, and (3)
          the after-tax net cash proceeds received from Asset Sales (including
          sales of accounts receivables) shall be applied as, and, if and to the
          extent, required by Section 2.10(b);

                  (d) disposals of obsolete, worn out or surplus property,
          payments under Indebtedness permitted by Section 6.01 and any
          Restricted Payment permitted by Section 6.06; and

                  (e) any Investment or acquisition permitted by Section 6.04
          and any Indebtedness permitted by Section 6.01.

                  SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other similar interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit (each an "Investment"), except:

                  (a) Permitted Investments;

                  (b) Investments by the Borrower or any of its Subsidiaries
          that exist on the date hereof;

                  (c) Investments by the Borrower to or in any Subsidiary and by
          any Subsidiary to or in the Borrower or any other wholly-owned
          Subsidiary;

                                      -51-

<PAGE>

                  (d) Guarantees constituting Indebtedness permitted by Section
          6.01;

                  (e) Investments in the capital stock or other ownership
          interests of any wholly-owned Subsidiary newly organized after the
          date hereof;

                  (f) any Investment acquired by any of Borrower or any of its
          Subsidiaries (A) in exchange for any other Investment permitted under
          this Section 6.04 or accounts receivable held by Borrower or any of
          its Subsidiaries in connection with or as a result of a bankruptcy,
          workout, reorganization or recapitalization of the issuer of such
          other Investment permitted under this Section 6.04 or accounts
          receivable, (B) as a result of a foreclosure by Borrower or any of its
          Subsidiaries with respect to any secured Investment or other transfer
          of title with respect to any secured Investment in default or (C) in
          connection with the acquisition of an Acquired Business of an
          Investment of such Acquired Business which existed prior to the date
          of such acquisition;

                  (g) any Investment that may be deemed to exist with respect to
          any Swap Agreement permitted by Section 6.05;

                  (h) any acquisition, construction or lease of fixed or capital
          assets, plants, facilities or equipment (including renewals,
          substitutions, additions, refurbishments, replacements, capitalized
          repairs and improvements during such period) that should be
          capitalized under GAAP, and included in property, plant or equipment
          reflected on a consolidated balance sheet of the Borrower and its
          Subsidiaries;

                  (i) acquisitions or Investments in exchange for Equity
          Interests of the Borrower;

                  (j) loans, deposits or advances to or with customers and
          clients, including extensions of trade credit by, receivables payable
          to, and pre-payments of, the Borrower or any of its Subsidiaries, in
          the ordinary course of business;

                  (k) Investments to fund deferred compensation plans and other
          post-employment benefit plans in the ordinary course of business; and

                  (l) Investments and other acquisitions for cash not otherwise
          permitted under paragraphs (a) through (k) of this Section 6.04 or
          under Section 6.03: (1) in an aggregate amount not exceeding
          $250,000,000 (two hundred fifty million dollars) in any fiscal year
          and (2) to the extent such Investments or acquisitions made pursuant
          to clause (1) would exceed $100,000,000 (one hundred million) in any
          fiscal year, the Borrower's ratio of Consolidated Total Debt to
          Consolidated EBITDA would be at or less than 2.25 immediately after
          giving effect to such Investments or acquisitions on a pro forma
          basis. For the avoidance of doubt, nothing contained in this paragraph
          (l) of this Section 6.04 shall be interpreted as modifying or
          superceding any financial requirement otherwise specified in Section
          6.10.

                  SECTION 6.05. Swap Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a)
Swap Agreements entered into to hedge or mitigate risks to which the Borrower or
any Subsidiary has actual exposure (other than those in respect of Equity
Interests of the Borrower or any of its Subsidiaries), and (b) Swap Agreements
entered into in order to effectively cap, collar or exchange interest rates
(from fixed

                                      -52-

<PAGE>

to floating rates, from floating to fixed rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary.

                  SECTION 6.06. Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except (a) the Borrower
may declare and pay dividends with respect to its Equity Interests payable
solely in additional shares of its common stock, (b) Subsidiaries may declare
and pay dividends ratably with respect to their Equity Interests, (c) the
Borrower may declare and pay the Merck Dividend , (d) the Borrower may make
Restricted Payments pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of the Borrower and its
Subsidiaries, and (e) the Borrower may declare and pay cash dividends with
respect to its Equity Interest if, at the time such dividend is declared, the
aggregate principal amount of the cash dividends does not exceed more than 25%
(twenty-five percent) of Consolidated Net Income (as defined in Section 6.10)
after June 30, 2005 (or earlier if the Borrower has a rating of at least "BBB-"
and "Baa3" from S&P and Moody's, respectively).

                  SECTION 6.07. Transactions with Affiliates. (a) The Borrower
will not, and will not permit any of its Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (i) on terms and conditions not
in the aggregate less favorable to the Borrower or such Subsidiary than could be
obtained on an arm's-length basis if the Affiliate were an unrelated third
party, (ii) pursuant to agreements with Merck and its Subsidiaries entered into
in connection with or prior to the IPO (as described in the IPO Prospectus
unless such agreement would not be material to the Borrower and its
Subsidiaries, taken as a whole, as of the date of the IPO Prospectus), (iii)
transactions between or among the Borrower and its Subsidiaries and among
Subsidiaries of the Borrower and (iv) any Restricted Payment permitted by
Section 6.06.

                  (b) The foregoing paragraph (a) of this Section 6.07 shall not
prohibit, to the extent otherwise permitted under this Agreement, (i) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and other benefit plans, (ii) loans or advances to employees of the
Borrower or any Subsidiary permitted by Section 6.04, (iii) the payment of fees
and indemnities to directors, officers and employees of the Borrower and the
Subsidiaries in the ordinary course of business, and (iv) any agreements with
employees and directors entered into by the Borrower or any of its Subsidiaries
in the ordinary course of business.

                  SECTION 6.08. Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law,
by this Agreement, the 364 Day Facility, the Bridge Facility and the terms of
the notes to be issued in the Notes Offering or any Refinancing Indebtedness
with respect thereto, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on

                                      -53-

<PAGE>

Schedule 6.08 (but shall apply to any extension or renewal of, or any
amendment or modification materially expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale or
disposition of any assets or Subsidiary provided such sale or disposition is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to any Lien
permitted by this Agreement if the restrictions or conditions do not apply to
any property or assets other than the property or asset subject to such Lien,
(v) clause (a) of the foregoing shall not apply to customary provisions in
leases (including prohibitions contained therein on a Lien on the lease or the
property subject to the lease) and other contracts (including restrictions on
assignment) and (vi) the foregoing shall not apply to regulatory restrictions
and conditions imposed on insurance Subsidiaries of the Borrower.

                  SECTION 6.09. Amendments to or Prepayments or Redemptions of
Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries
to, amend or otherwise change the terms of the Subordinated Indebtedness, if
any, or make any payment consistent with an amendment thereof or change thereto,
if the effect of such amendment or change is to increase the interest rate on
such Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Subordinated Indebtedness (or of any
guaranty thereof), or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of
such Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to any Lender.

                  SECTION 6.10. Financial Covenants. (a) Leverage Covenant. The
Borrower will not, and will not permit any of its Subsidiaries to, permit the
ratio of Consolidated Total Debt to Consolidated EBITDA at any time to be
greater than 2.5.

                  (b) Fixed Charge Coverage Covenant. The Borrower will not
permit the ratio of (1) Consolidated EBITDA minus Consolidated Capital
Expenditures to (2) Consolidated Fixed Charges at any time during any test
period set forth below to be less than the ratio set forth opposite such test
period below:

===================================================================
       Test Period               Fixed Charge Coverage Ratio
-------------------------------------------------------------------
          2002                             1.50
-------------------------------------------------------------------
          2003                             1.50
-------------------------------------------------------------------
          2004                             1.50
-------------------------------------------------------------------
          2005                             1.75
-------------------------------------------------------------------
          2006                             1.75
-------------------------------------------------------------------
          2007                             1.75
===================================================================

                  (c) Definitions. For purposes of this Section 6.10, the
following definitions shall apply:

                  (i) "Consolidated Capital Expenditures" means, for any period,
                  the aggregate of all expenditures by the Borrower and its
                  Subsidiaries for the acquisition or

                                      -54-

<PAGE>

                  leasing (pursuant to a capital lease) of fixed or capital
                  assets or additions to equipment (including replacements,
                  capitalized repairs and improvements during such period)
                  capitalized in conformity with GAAP on the consolidated
                  balance sheet of the Borrower and its Subsidiaries.

                  (ii) "Consolidated Current Liabilities" means, at the date of
                  determination, the aggregate amount of the liabilities
                  classified as current liabilities in conformity with GAAP as
                  reflected on the consolidated balance sheet of the Borrower
                  and its Subsidiaries as of such date, excluding the current
                  portion of long-term indebtedness and notes payable reflected
                  on such balance sheet.

                  (iii) "Consolidated EBITDA" means, for any period,
                  Consolidated Net Income for such period plus (A) without
                  duplication and to the extent deducted in determining such
                  Consolidated Net Income, the sum of (1) the aggregate amount
                  of Consolidated Interest Expense for such period, (2) the
                  aggregate amount of consolidated income tax expense for such
                  period, (3) all amounts attributable to depreciation and
                  amortization for such period and (4) any extraordinary or
                  non-recurring non-cash charges for such period (provided,
                  however, that cash expenditures in respect of charges added
                  back pursuant to this clause (4) shall be deducted in
                  determining Consolidated EBITDA for the period during which
                  such expenditures are made) and minus (B) any extraordinary or
                  non-recurring non-cash gains for such period.

                  (iv) "Consolidated Fixed Charges" means, for any period, the
                  sum of, without duplication, (A) Consolidated Interest Expense
                  for such period and (B) the scheduled principal amortization
                  payments made on all Indebtedness (excluding payments pursuant
                  to a revolving credit facility or of the occurrence of the
                  scheduled termination date thereunder) by the Borrower and its
                  Subsidiaries during such period.

                  (v) "Consolidated Interest Expense" means, for any period, the
                  interest expense (including imputed interest expense in
                  respect of capital lease obligations, but excluding premiums,
                  transaction expenses, discounts and other amortized amounts),
                  without deduction of interest income, reflected on the
                  consolidated statement of income of the Borrower and its
                  Subsidiaries for such period in conformity with GAAP.

                  (vi) "Consolidated Net Income" means, for any period, the
                  amount of net income reflected on the consolidated statement
                  of income of the Borrower and its Subsidiaries for such period
                  in conformity with GAAP.

                  (vii) "Consolidated Net Tangible Assets" means, as of the date
                  of determination, the aggregate amount of all assets reflected
                  on the consolidated balance sheet of the Borrower and its
                  Subsidiaries as of such date in conformity with GAAP. less, to
                  the extent reflected on such balance sheet: (A) Consolidated
                  Current Liabilities; (B) intangibles; and (C) goodwill,
                  including any amounts (however designated on the balance
                  sheet) representing the cost of acquisitions of Subsidiaries
                  in excess of underlying tangible assets.

                                      -55-

<PAGE>

                  (viii) "Consolidated Total Debt" means, as of the date of
                  determination, the aggregate amount of indebtedness reflected
                  on the consolidated balance sheet of the Borrower and its
                  Subsidiaries as of such date in conformity with GAAP, plus,
                  without duplication, "synthetic leases", letters of credit (to
                  the extent drawn and not reimbursed) and the face amount of
                  the accounts receivable outstanding under any Accounts
                  Receivable Financing Programs unless amounts outstanding
                  thereunder are reflected as indebtedness on the consolidated
                  balance sheet of the Borrower and its Subsidiaries.

                  (d) In calculating the ratios set forth in Section 6.10(a) and
(b), pro forma effect shall be given to any acquisitions or dispositions that
occur during the applicable reference period, or thereafter and on or prior to
the reporting date with respect thereto, as if they had occurred on the first
day of the applicable reference period or as of the last day of the applicable
quarter, as the case may be.

                                  ARTICLE VII
                                EVENTS OF DEFAULT

                  If any of the following events ("Events of Default") shall
          occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
          or any reimbursement obligation in respect of any LC Disbursement when
          and as the same shall become due and payable, whether at the due date
          thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
          any fee or any other amount (other than an amount referred to in
          clause (a) of this Article) payable under this Agreement or any
          Transaction Documents, when and as the same shall become due and
          payable, and such failure shall continue unremedied for a period of
          five days;

                  (c) any representation or warranty made or deemed made by or
          on behalf of the Borrower or any Subsidiary in or in connection with
          this Agreement or any amendment or modification hereof or waiver
          hereunder, or in any report, certificate, financial statement or other
          document furnished pursuant to or in connection with this Agreement or
          any amendment or modification hereof or waiver hereunder, shall prove
          to have been incorrect in any material respect (except that, to the
          extent any such representation or warranty is qualified by materiality
          or Material Adverse Effect, such representation or warranty shall
          prove to have been incorrect in any respect) when made or deemed made;

                  (d) the Borrower shall fail to observe or perform any
          covenant, condition or agreement contained in Sections 5.03 (with
          respect to the Borrower's existence) or 5.06(b), 5.08 or in Article
          VI;

                  (e) the Borrower shall fail to observe or perform any
          covenant, condition or agreement contained in Section 5.02, and such
          failure shall continue unremedied for a period of 10 days after the
          Borrower becomes aware of such failure;

                  (f) the Borrower shall fail to observe or perform any
          covenant, condition or agreement contained in this Agreement (other
          than those specified in clause (a), (b), (d)

                                      -56-

<PAGE>

          or (e) of this Article), and such failure shall continue unremedied
          for a period of 30 days after notice thereof from the Administrative
          Agent to the Borrower (which notice will be given at the request of
          any Lender);

                  (g) the Borrower or any Subsidiary shall fail to make any
          payment (whether of principal or interest and regardless of amount) in
          respect of any Material Indebtedness, when and as the same shall
          become due and payable;

                  (h) any event or condition occurs that results in any Material
          Indebtedness becoming due prior to its scheduled maturity, other than
          at the election of the Borrower or any Subsidiary, or that, subject to
          any applicable grace period, enables or permits (with or without the
          giving of notice, the lapse of time or both) the holder or holders of
          any Material Indebtedness or any trustee or agent on its or their
          behalf to cause any Material Indebtedness to become due, or to require
          the prepayment, repurchase, redemption or defeasance thereof, prior to
          its scheduled maturity; provided that this clause (g) shall not apply
          to secured Indebtedness that becomes due as a result of the voluntary
          sale or transfer of the property or assets securing such Indebtedness;

                  (i) an involuntary proceeding shall be commenced or an
          involuntary petition shall be filed seeking (i) liquidation,
          reorganization or other relief in respect of the Borrower or any
          Significant Subsidiary or the debts thereof, or a substantial part of
          the assets thereof, under any Federal, state or foreign bankruptcy,
          insolvency, receivership or similar law now or hereafter in effect or
          (ii) the appointment of a receiver, trustee, custodian, sequestrator,
          conservator or similar official for the Borrower or any Significant
          Subsidiary or for a substantial part of the assets thereof, and, in
          any such case, such proceeding or petition shall continue undismissed
          for 60 days or an order or decree approving or ordering any of the
          foregoing shall be entered;

                  (j) the Borrower or any Significant Subsidiary shall (i)
          voluntarily commence any proceeding or file any petition seeking
          liquidation, reorganization or other relief under any Federal, state
          or foreign bankruptcy, insolvency, receivership or similar law now or
          hereafter in effect, (ii) consent to the institution of, or fail to
          contest in a timely and appropriate manner, any proceeding or petition
          described in clause (i) of this Article VII, (iii) apply for or
          consent to the appointment of a receiver, trustee, custodian,
          sequestrator, conservator or similar official for the Borrower or any
          Significant Subsidiary or for a substantial part of its assets, (iv)
          file an answer admitting the material allegations of a petition filed
          against it in any such proceeding, (v) make a general assignment for
          the benefit of creditors or (vi) take any action for the purpose of
          effecting any of the foregoing;

                  (k) the Borrower or any Significant Subsidiary shall become
          unable, admit in writing its inability or fail generally to pay its
          debts as they become due;

                  (l) one or more judgments for the payment of money in an
          aggregate amount in excess of $25,000,000 (twenty-five million
          dollars) (except to the extent covered by insurance or other right of
          reimbursement or indemnification) shall be rendered against the
          Borrower, any Subsidiary or any combination thereof and the same shall
          remain undischarged for a period of 60 consecutive days during which
          execution shall not be effectively stayed;

                                      -57-

<PAGE>

                  (m) an ERISA Event shall have occurred and shall be
          outstanding that, when taken together with all other ERISA Events that
          have occurred and are then outstanding, would reasonably be expected
          to result in liability of the Borrower and its Subsidiaries in an
          aggregate amount exceeding (i) $25,000,000 (twenty-five million
          dollars), individually or in the aggregate;

                  (n) any of the following shall occur:

                      (i) the managed care agreement between Merck and the
                      Borrower does not remain in full force and effect;

                      (ii) the Borrower shall have breached, on one or more
                      occasions, its obligations under such managed care
                      agreement;

                      (iii) such managed care agreement shall be amended; or

                      (iv) Merck exercises its privilege to withdraw its
                      products from the terms of such managed care agreement;

          and any such failure to remain in full force and effect, breach,
          amendment or withdrawal would, individually or in the aggregate, be
          reasonably expected to result in a Material Adverse Effect; provided,
          however, that, under this Agreement, in determining whether or not a
          Material Adverse Effect would be reasonably expected to result from
          such termination, breach, amendment or withdrawal consideration shall
          be given by the parties to any attempt to mitigate the effects of such
          termination, breach, amendment or withdrawal; or

                  (o) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (i) or (j) of this Article VII), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Lenders' Total Commitments, and thereupon such Total Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in
clause (i) or (j) of this Article VII, the Lenders' Total Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

                                      -58-

<PAGE>

                                  ARTICLE VIII
                            THE ADMINISTRATIVE AGENT

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank 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
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), and (c) except
as expressly set forth herein, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or wilful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

                                      -59-

<PAGE>

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint
a successor, subject to the approval of the Borrower not to be unreasonably
withheld, provided that such consent shall not be required if the Borrower is
then in Default. If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint
a successor Administrative Agent, subject to the approval of the Borrower not to
be unreasonably withheld so long as the Borrower is not then in Default, which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

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

                                   ARTICLE IX
                                  MISCELLANEOUS

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

                                      -60-

<PAGE>

                  (i) if to the Borrower, to it at 100 Parsons Pond Drive,
          Franklin Lakes, New Jersey 07417, Attention of Chief Financial Officer
          (Telecopy No. (201) 269-2874);

                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
          Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
          New York, New York 10081, Attention of Anne Bowles (Telecopy No. (212)
          552-7500), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
          York 10017, Attention of Dawn Lee Lum (Telecopy No. (212) 270-3279);

                  (iii) if to the Issuing Bank, to JPMorgan Chase Bank, Standby
          Letters of Credit Department, 10420 Highland Manor Drive, Tampa, FL,
          33610, Attention of Stephen Carew (Telecopy No. 813-432-5161 or
          813-432-5162), with a copy to JPMorgan Chase Bank, Loan and Agency
          Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
          York 10081, Attention of Anne Bowles (Telecopy No. (212) 552-7500);

                  (iv) if to the Swingline Lender, to JPMorgan Chase Bank, Loan
          and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
          York, New York 10081, Attention of Anne Bowles (Telecopy No. (212)
          552-7500), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New
          York 10017, Attention of Dawn Lee Lum (Telecopy No. (212) 270-3279);
          and

                  (v) if to any other Lender, to it at its address (or telecopy
          number) set forth in its Administrative Questionnaire.

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications, and not by telecopy,
pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications, and not by
telecopy, pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications.

                  (c) Any party hereto may change its address or telecopy number
for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan

                                      -61-

<PAGE>

or issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Revolving Credit Commitment or
Term Loan Commitment of any Lender without the written consent of such Lender,
(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the Maturity
Date or the scheduled date of payment of any interest on any Loan, or any fees
or any other amounts payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any Revolving
Credit Commitment or Term Loan Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender affected thereby, (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Bank or the Swingline
Lender hereunder without the prior written consent of the Administrative Agent,
the Issuing Bank or the Swingline Lender, as the case may be, or (vi) change the
allocation between any optional or mandatory prepayments of Term Loans and
Revolving Loans, without the written consent of a majority in interest of each
affected facility for Term Loans or Revolving Loans, as applicable; provided,
further, that the Administrative Agent and the Borrower may, with the consent of
the other, amend, modify or supplement this Agreement to to cure any ambiguity,
typographical error, defect or inconsistency, so long as such amendment,
modification or supplement does not adversely affect the rights of any Lender or
any Issuing Bank.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Joint Lead Arrangers and each Related Party of any of
the foregoing Persons, including the reasonable fees, charges and disbursements
of counsel, expenses incurred in connection with due diligence and travel,
courier, reproduction, printing and delivery expenses) of the Joint Lead
Arrangers in connection with the arrangement and syndication of the credit
facilities provided for herein, the preparation, execution, delivery and
administration of this Agreement or any amendments, waivers, modifications,
waivers or extensions (including amendments, waivers, modifications or
extensions proposed by the Borrower) of the provisions hereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), provided
that the Borrower shall not be required to pay any fees and expenses incurred by
the Administrative Agent, the Joint Lead Arrangers, any Lender or any other
Related Parties incurred in connection with an assignment or participation of
any rights or obligations of a Lender hereunder unless initiated by the Borrower
under Section 2.18(b) other than as a result of a default by the Lender; and
(ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank (without
duplication of amounts described in Section 2.11) in connection with the
issuance, amendment, waiver, modification, extension or renewal (including
proposed amendments, waivers, modifications, extensions or renewals) of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses

                                      -62-

<PAGE>

incurred by the Administrative Agent, the Issuing Bank, any Lender or the Joint
Lead Arrangers, including the fees, charges and disbursements of any counsel
(including the reasonable allocated cost of in-house counsel) for the
Administrative Agent, the Issuing Bank, any Lender or the Joint Lead Arrangers,
in connection with the enforcement of its rights under this Agreement or the
Transaction Documents, including its rights under this Section or in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred in connection with any workout proceedings,
enforcement costs and documentary taxes or negotiations in respect of such Loans
or Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank, each Lender and the Joint Lead Arrangers, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all reasonable out-of
pocket costs, losses, claims, damages, liabilities and related expenses,
including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with any actual or threatened third-party claim, litigation,
investigation or proceeding (a "Third-Party Claim"), whether based on contract,
tort or any other theory and regardless of whether any Indemnitee is a party
thereto, relating to (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by
the Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit) or (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries; provided that the foregoing
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence, willful misconduct or bad faith of such
Indemnitee. Upon receipt of notice of any Third-Party Claim, the Indemnitee
shall promptly notify the Borrower thereof. The Borrower, in its sole
discretion, upon written notice of the Indemnitee(s), may elect to defend (or
may at any time assume the defense of) and may, with the consent of the
Indemnitee(s) (such consent not to be unreasonably withheld), settle or
compromise any such Third-Party Claim, using counsel appointed by Borrower,
which counsel shall be reasonably satisfactory to the Indemnitee if such
settlement or compromise would result in the full release of Indemnitee from any
liability arising thereof, or with the consent of the Indemnitee (not to be
unreasonably withheld). No Indemnitee may compromise or settle or consent to the
entry of judgment or determination of liability with respect to a Third-Party
Claim for which it is seeking indemnification hereof, without the consent of
Borrower.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted

                                      -63-

<PAGE>

against the Administrative Agent, the Issuing Bank or the Swingline Lender in
its capacity as such.

                  (d) To the extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
(i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
such attempted assignment or transfer by the Borrower without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Total Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld) of:

                          (A) the Borrower, provided that no consent of the
          Borrower shall be required (1) for an assignment to a Lender, an
          Affiliate of a Lender, an Approved Fund (as defined below), (2) if an
          Event of Default under clause (a), (b), (i) or (j) of Article VII has
          occurred and is continuing, any other assignee or (3) if a breach of
          Section 6.10(a) or 6.10(b) has occurred and is continuing; and

                          (B) the Administrative Agent, provided that no consent
          of the Administrative Agent shall be required (1) for an assignment to
          an assignee that is a Lender, an Affiliate of a Lender or a Federal
          Reserve Bank, immediately prior to giving effect to such assignment,
          (2) if an Event of Default under clause (i) or (j) of Article VII has
          occurred and is continuing, any other assignee or (3) if a breach of
          Section 6.10(a) or (b) has occurred and is continuing.

                  (ii) Assignments shall be subject to the following additional
          conditions:

                          (A) except in the case of an assignment to a Lender or
          an Affiliate of a Lender or an assignment of the entire remaining
          amount of the assigning Lender's Total Commitment, the amount of the
          Total Commitment of the assigning Lender subject to

                                      -64-

<PAGE>

          each such assignment (determined as of the date the Assignment and
          Assumption with respect to such assignment is delivered to the
          Administrative Agent) shall not be less than $5,000,000 (five million
          dollars) unless each of the Borrower and the Administrative Agent
          otherwise consent, provided that no such consent of the Borrower shall
          be required if an Event of Default under clause (a), (b), (i) or (j)
          of Article VII has occurred and is continuing;

                          (B) each partial assignment shall be made as an
          assignment of a proportionate part of all an assigning Lender's rights
          and obligations under this Agreement; provided that this Section
          9.04(b)(ii)(B) shall not be construed to prohibit assignment of a
          proportionate part of all such assigning Lender's rights and
          obligations in respect of one Class of Loans (or commitments to make
          any such Loans);

                          (C) the parties to each assignment shall execute and
          deliver to the Administrative Agent an Assignment and Assumption,
          together with a processing and recordation fee of $3,500;

                          (D) the assignee, if it shall not be a Lender, shall
          deliver to the Administrative Agent an Administrative Questionnaire;
          and

                          (E) in the case of an assignment to a CLO (as defined
          below), the assigning Lender shall retain the sole right to approve
          any amendment, modification or waiver of any provision of this
          Agreement, provided that the Assignment and Assumption between such
          Lender and such CLO may provide that such Lender will not, without the
          consent of such CLO, agree to any amendment, modification or waiver
          described in the first proviso to Section 9.02(b) that affects such
          CLO.

                  For the purposes of this Section 9.04(b), the terms "Approved
Fund" and "CLO" have the following meanings:

                          "Approved Fund" means (a) a CLO and (b) with respect
          to any Lender that is a fund which invests in bank loans and similar
          extensions of credit, any other fund that invests in bank loans and
          similar extensions of credit and is managed by the same investment
          advisor as such Lender or by an Affiliate of such investment advisor.

                          "CLO" means any entity (whether a corporation,
          partnership, trust or otherwise) that is engaged in making,
          purchasing, holding or otherwise investing in bank loans and similar
          extensions of credit in the ordinary course of its business and is
          administered or managed by a Lender or an Affiliate of such Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
          paragraph (b)(iv) of this Section 9.04, from and after the effective
          date specified in each Assignment and Assumption the assignee
          thereunder shall be a party hereto and, to the extent of the interest
          assigned by such Assignment and Assumption, have the rights and
          obligations of a Lender under this Agreement, and the assigning Lender
          thereunder shall, to the extent of the interest assigned by such
          Assignment and Assumption, be released from its obligations under this
          Agreement (and, in the case of an Assignment and Assumption covering
          all of the assigning Lender's rights and obligations under this
          Agreement, such Lender shall cease to be a party hereto but shall
          continue to be entitled to the benefits of

                                      -65-

<PAGE>

          Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
          Lender of rights or obligations under this Agreement that does not
          comply with this Section 9.04 shall be treated for purposes of this
          Agreement as a sale by such Lender of a participation in such rights
          and obligations in accordance with paragraph (c) of this Section 9.04.

                  (iv) The Administrative Agent, acting for this purpose as an
          agent of the Borrower, shall maintain at one of its offices a copy of
          each Assignment and Assumption delivered to it and a register for the
          recordation of the names and addresses of the Lenders, and the Total
          Commitment of, and principal amount of the Loans and LC Disbursements
          owing to, each Lender pursuant to the terms hereof from time to time
          (the "Register"). The entries in the Register shall be conclusive, and
          the Borrower, the Administrative Agent, the Issuing Bank and the
          Lenders may treat each Person whose name is recorded in the Register
          pursuant to the terms hereof as a Lender hereunder for all purposes of
          this Agreement, notwithstanding notice to the contrary. The Register
          shall be available for inspection by the Borrower, the Issuing Bank
          and any Lender, at any reasonable time and from time to time upon
          reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
          Assumption executed by an assigning Lender and an assignee, the
          assignee's completed Administrative Questionnaire (unless the assignee
          shall already be a Lender hereunder), the processing and recordation
          fee referred to in paragraph (b)(ii)(C) of this Section 9.04 and any
          written consent to such assignment required by paragraph (b)(i) of
          this Section 9.04, the Administrative Agent shall accept such
          Assignment and Assumption and record the information contained therein
          in the Register. No assignment shall be effective for purposes of this
          Agreement unless it has been recorded in the Register as provided in
          this paragraph.

                  (c) (i) Any Lender may, without the consent of the Borrower,
the Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Total Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations arising from such participations
so sold by such Lender and (C) the Borrower, the Administrative Agent, the
Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in the first proviso to
Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section 9.04, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section 9.04. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 9.08 as though it were a Lender,
provided that such Participant agrees to be subject to Section 2.17(c) as though
it were a Lender.

                                      -66-

<PAGE>

                  (ii) A Participant shall not be entitled to receive any
greater payment under Sections 2.14, 2.15 or 2.16 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.16 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.16(e) as though it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality

                                      -67-

<PAGE>

and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section 9.08 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

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

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

                                      -68-

<PAGE>

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. (a) Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section 9.12 or (ii) becomes available to the Administrative Agent, the
Issuing Bank or any Lender on a nonconfidential basis from a source other than
the Borrower or any of its Affiliates. For the purposes of this paragraph,
"Information" means all information received from the Borrower or any of its
Affiliates relating to the Borrower or its business in connection with the
facilities for the Loans in connection with the performance by the
Administrative Agent, Issuing Bank and the Lenders, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by the Borrower or any
of its Affiliates; provided that, in the case of information received from the
Borrower after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this paragraph shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding the
foregoing, nothing in this paragraph shall be deemed to (1) restrict or affect
the rights or ability of the Administrative Agent, the Issuing Bank or the
Lenders to comply with all applicable disclosure laws, regulations and
principles in connection with the IPO, the Notes Offering or related
transactions, (2) restrict the ability of the Administrative Agent, the Issuing
Bank or the Lenders to share information with underwriters participating in the
IPO, the Notes Offering or related transactions, (3) prevent the Administrative
Agent, the Issuing Bank or the Lenders from retaining documents or other
information in connection with due diligence, including any documents or other
information disclosed to the Administrative Agent, the Issuing Bank or the
Lenders in connection with the transactions contemplated hereby, (4) restrict or
affect the rights or ability of the Administrative Agent, the Issuing Bank or
the Lenders

                                      -69-

<PAGE>

to use any such documents or other information in investigating or defending
itself against allegations or claims made or threatened by purchasers,
regulatory authorities or others in connection with the IPO, the Notes Offering
or related transactions, or (5) prevent the Administrative Agent, the Issuing
Bank or the Lenders from disclosing any confidential information required to be
disclosed by an applicable statute, rule, regulation or other legal requirement
in connection with or arising out of the IPO, the Notes Offering or related
transactions.

                  (b) Notwithstanding the provisions of Section 9.12(a), the
letter of confidentiality, dated the date hereof, between Goldman Sachs Credit
Partners L.P. and the Borrower, Goldman Sachs Credit Partners L.P. shall be
bound by the limitation on use and disclosure obligations contained therein in
lieu of the provisions of Section 9.12(a).

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

                                      -70-

<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.

                                          MEDCO HEALTH SOLUTIONS, INC.

                                          By ______________________
                                             Name:
                                             Title:

                                          JPMORGAN CHASE BANK, individually and
                                          as Administrative Agent

                                          By  _____________________
                                              Name:
                                              Title:

                                          [OTHER BANKS]

                                          By  _____________________
                                              Name:
                                              Title: