EXECUTION COPY

# $275,000,000

# CREDIT AGREEMENT

# Dated as of June 30,
2003

# among

ALARIS MEDICAL
SYSTEMS, INC.as Borrower

and

THE LENDERS AND
ISSUERS PARTY HERETO

# and

CITICORP NORTH
AMERICA, INC.as Administrative Agent

# and

UBS SECURITIES LLCas Syndication Agent

and

BEAR STEARNS CORPORATE
LENDING INC. AND CIBC WORLD MARKETS CORP. as Co-Documentation
Agents

and

CITIGROUP GLOBAL
MARKETS INC. AND UBS SECURITIES LLC as Joint Lead Arrangers
and Joint Book Managers

WEIL, GOTSHAL &
MANGES LLP 767 FIFTH AVENUENEW YORK, NEW YORK
10153-0119



---

CREDIT
AGREEMENT, dated as of June 30, 2003, among ALARIS MEDICAL SYSTEMS, INC., the
surviving corporation of the Merger described herein, a Delaware corporation (the
Borrower), the Lenders (as defined below), the Issuers (as defined
below) and CITICORP NORTH AMERICA, INC. (Citicorp), as agent for the
Lenders and the Issuers (in such capacity, and as agent for the Secured Parties (as
defined below) under the Collateral Documents, the Administrative
Agent), UBS SECURITIES LLC, as syndication agent for the Lenders and the Issuers
(in such capacity, the Syndication Agent), and BEAR STEARNS CORPORATE
LENDING INC. and CIBC WORLD MARKETS CORP., as co-documentation agents for the Lenders and
the Issuers (in such capacity, each a Co-Documentation Agent and
collectively, the Co-Documentation Agents).

# W I T N E S S E T H:

WHEREAS,
ALARIS Medical Systems, Inc. (ALARIS Medical Systems) shall have
merged, on or prior to the date hereof, with and into its parent corporation ALARIS
Medical, Inc. (ALARIS Medical and together with ALARIS Medical Systems,
collectively, the Company and such merger being referred to herein as
the Merger), with ALARIS Medical being the surviving corporation and
after giving effect to such Merger, such surviving corporation shall change its name to
ALARIS Medical Systems, Inc.;

WHEREAS,
the Borrower hereunder is the surviving corporation of the Merger;

WHEREAS, on
or prior to the date hereof, the Borrower shall have repurchased certain public
indebtedness issued by ALARIS Medical and ALARIS Medical Systems pursuant to certain
tender offers and consent solicitations, as more fully described forth herein;

WHEREAS,
on or prior to the date hereof, the Company will issue approximately 9,100,000 additional
shares of its common stock in an aggregate amount that is not less than $75,000,000 in a
registered public offering pursuant to the Registration Statement on Form S-3, filed by
the Company and effective as of May 16, 2003, relating to the issuance of up to
$550,000,000 of debt and/or equity securities (together with the sale of approximately
900,000 shares of its common stock by the Company, pursuant to the over-allotment option
exercisable by the underwriters of such registered public offering, collectively, such
offering, the Equity Offering and such Registration Statement, the
Registration Statement);

WHEREAS,
on or prior to the date hereof, the Company will issue 7-1/4% senior subordinated notes
due 2011 in an aggregate principal amount of $175,000,000 (the Senior
Subordinated Notes) in a public offering pursuant to the terms of the Senior
Subordinated Notes Indenture (as defined below), in form and substance satisfactory to the
Arrangers (the Notes Offering);

WHEREAS,
the Borrower has requested that the Lenders and Issuers make available for the purposes
specified in this Agreement a term loan, revolving credit and letter of credit facility;
and

WHEREAS,
the Lenders and Issuers are willing to make available to the Borrower such term loan,
revolving credit and letter of credit facility upon the terms and subject to the
conditions set forth herein;

NOW,
THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, the parties hereto hereby agree as follows:

# ARTICLE I

# DEFINITIONS,
INTERPRETATION AND ACCOUNTING TERMS

Section 1.1  Defined Terms

As
used in this Agreement, the following terms have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms defined):

Administrative
Agent has the meaning specified in the preamble to this Agreement.

Affected
Lender has the meaning specified in Section 2.16 (Substitution of
Lenders).

Affiliate
means, with respect to any Person, any other Person directly or indirectly controlling or
that is controlled by or is under common control with such Person, each officer, director,
general partner or joint-venturer of such Person, and each Person that is the beneficial
owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this
definition, control means the possession of the power to direct or
cause the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

Agent
Affiliate has the meaning specified in Section 10.3 (Posting of
Approved Electronic Communications).

Agents
means the Administrative Agent, the Syndication Agent and the Co-Documentation Agents.

Agreement
means this Credit Agreement.

Applicable
Lending Office means, with respect to each Lender, its Domestic Lending Office
in the case of a Base Rate Loan, and its Eurodollar Lending Office in the case of a
Eurodollar Rate Loan.

Applicable
Margin means (a) from the period commencing on the Closing Date and ending on
the first Business Day after the receipt by the Administrative Agent of the Financial
Statements required to be delivered pursuant to Section 6.1(c) (Financial
Statements) for the Fiscal Year ending on or about December 31, 2003, (i) with respect
to Term Loans maintained as (A) Base Rate Loans, a rate equal to 1.75% per annum and (B)
Eurodollar Rate Loans, a rate per annum equal to 2.75% per annum and (ii) with
respect to Revolving Loans maintained as (A) Base Rate Loans, a rate equal to 2.00% per
annum and (B) Eurodollar Rate Loans, a rate equal to 3.00% per annum and
(b) thereafter, as of any date of determination, a per annum rate equal to the rate
set forth below opposite the applicable type of Loan and the then applicable Leverage
Ratio (determined on the last day of the most recent Fiscal Quarter for which Financial
Statements have been delivered pursuant to Section 6.1(b) or (c)
(Financial Statements)) set forth below:

|                                                                                 | Term Loans     | Revolving Loans       |                 |                     
|-------------------------------------------------------------------------------- | -------------- | --------------------- | --------------- | --------------------
|Leverage Ratio                                                                   | Base RateLoans | Eurodollar Rate Loans | Base Rate Loans | EurodollarRate Loans
|Greater than 4.00 to 1.00                                                        |                |                       |                 | 2.00%               
|Less  than or  equal  to  4.00 to 1.00  and
equal to or greater than 3.50 to1.00 |                |                       |                 | 1.75%               
|Less  than  3.50 to 1.00  and  equal
 to or greater than 3.00 to 1.00            |                |                       |                 | 1.50%               
|Less  than  3.00 to 1.00  and  equal  to or
greater than 2.50 to 1.00            |                |                       |                 | 1.50%               
|Less than 2.50 to 1.00                                                           |                |                       |                 | 1.50%               

Changes in the Applicable Margin
resulting from a change in the Leverage Ratio on the last day of any subsequent Fiscal
Quarter shall become effective as to all Loans upon the immediately succeeding Business
Day following delivery by the Borrower to the Administrative Agent of new Financial
Statements pursuant to Section 6.1(b) or (c) (Financial Statements),
as applicable. Notwithstanding anything to the contrary set forth in this Agreement
(including the then effective Leverage Ratio), if the Borrower shall fail to deliver such
Financial Statements within any of the time periods specified in Section 6.1(b) or
(c) (Financial Statements), the Applicable Margin from and including the
46th day after the end of such Fiscal Quarter or the 91st day after
the end of such Fiscal Year, as the case may be, to but not including the date the
Borrower delivers to the Administrative Agent such Financial Statements shall equal the
highest possible Applicable Margin provided for by this definition.

Applicable
Unused Commitment Fee Rate means 0.50% per annum.

Approved
Deposit Account means each Deposit Account that is the subject of an effective
Deposit Account Control Agreement and that is maintained by any Loan Party with a Deposit
Account Bank. Approved Deposit Account includes all monies on deposit
in a Deposit Account and all certificates and instruments, if any, representing or
evidencing such Deposit Account.

Approved
Electronic Communications means each notice, demand, communication, information,
document and other material that any Loan Party is obligated to, or otherwise chooses to,
provide to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein, including (a) any supplement to the Guaranty, any joinder to
the Pledge and Security Agreement and any other written Contractual Obligation delivered
or required to be delivered in respect of any Loan Document or the transactions
contemplated therein and (b) any Financial Statement, financial and other report,
notice, request, certificate and other information material; provided,
however, that, Approved Electronic Communication shall exclude
(x) any Notice of Borrowing, Letter of Credit Request, Notice of Conversion or
Continuation, and any other notice, demand, communication, information, document and other
material relating to a request for a new, or a conversion of an existing, Borrowing,
(ii) any notice pursuant to Section 2.7 (Optional Prepayments) and Section
2.8 (Mandatory Prepayments) and any other notice relating to the payment of any
principal or other amount due under any Loan Document prior to the scheduled date
therefor, (iii) all notices of any Default or Event of Default and (iv) any
notice, demand, communication, information, document and other material required to be
delivered to satisfy any of the conditions set forth in Article III (Conditions To
Loans And Letters Of Credit) or Section 2.3(a) (Letters of Credit)or any other
condition to any Borrowing or other extension of credit hereunder or any condition
precedent to the effectiveness of this Agreement.

Approved
Electronic Platform has the meaning specified in Section 10.3(a)
(Posting of Approved Electronic Communications).

Approved
Member States means Belgium, France, Germany, Italy, Luxembourg, the
Netherlands, Spain, Sweden and the United Kingdom.

Approved
Securities Intermediary means a Securities Intermediary or Commodity
Intermediary selected or approved by the Administrative Agent, which approval shall not be
unreasonably withheld.

Arrangers
means Citigroup Global Markets Inc. and UBS Securities LLC, in their respective capacities
as joint book managers and joint lead arrangers.

Asset
Sale has the meaning specified in Section 8.4 (Sale of Assets).

Assignment
and Acceptance means an assignment and acceptance entered into by a Lender and
an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form
of Exhibit A (Form of Assignment and Acceptance).

Available
Credit means, at any time, (a) the then effective Revolving Credit
Commitments minus (b) the aggregate Revolving Credit Outstandings at such
time.

Bailees
Letter means a letter in form and substance reasonably acceptable to the
Administrative Agent and executed by any Person (other than the Borrower) that is in
possession of Inventory on behalf of the Borrower pursuant to which such Person
acknowledges, among other things, the Administrative Agents Lien with respect
thereto.

Bankruptcy
Code means title 11, United States Code.

Base
Rate means, for any period, a fluctuating interest rate per annum as shall be in
effect from time to time, which rate per annum shall be equal at all times to the highest
of the following:

| | (a)       
               the rate of interest announced publicly by Citibank in New York, New York, from
               time to time, as Citibanks base rate;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the sum (adjusted, if not otherwise fully divisible into whole increments of
               0.25%, to the nearest 0.25% or, if there is no nearest 0.25%, to the next higher
               0.25%) of (i) 0.5% per annum, (ii) the rate per annum obtained by
               dividing (A) the latest three-week moving average of secondary market
               morning offering rates in the United States for three-month certificates of
               deposit of major United States money market banks, such three-week moving
               average being determined weekly on each Monday (or, if any such day is not a
               Business Day, on the next succeeding Business Day) for the three-week period
               ending on the previous Friday by Citibank on the basis of such rates reported by
               certificate of deposit dealers to and published by the Federal Reserve Bank of
               New York or, if such publication shall be suspended or terminated, on the basis
               of quotations for such rates received by Citibank from three New York
               certificate of deposit dealers of recognized standing selected by Citibank, by
               (B) a percentage equal to 100% minus the average of the daily
               percentages specified during such three-week period by the Federal Reserve Board
               for determining the maximum reserve requirement (including any emergency,
               supplemental or other marginal reserve requirement) for Citibank in respect of
               liabilities consisting of or including (among other liabilities) three-month
               U.S. dollar nonpersonal time deposits in the United States and (iii) the
               average during such three-week period of the maximum annual assessment rates
               estimated by Citibank for determining the then current annual assessment payable
               by Citibank to the Federal Deposit Insurance Corporation (or any successor) for
               insuring Dollar deposits in the United States; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               0.50% per annum plus the Federal Funds Rate.
| | ----------------------------------------------------------------------

Base
Rate Loan means any Loan during any period in which it bears interest based on
the Base Rate.

Beneficial
Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
except that in calculating the beneficial ownership of any particular person
(as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended), such person will be deemed to have beneficial ownership of all
securities that such person has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is exercisable only
after the passage of time. The terms Beneficially Owns and Beneficially
Owned have a corresponding meaning.

Board
of Directors means (a) with respect to a corporation, the board of directors of
the corporation or any committee thereof duly authorized to act on behalf of such board;
(b) with respect to a partnership, the Board of Directors of the general partner of the
partnership; (c) with respect to a limited liability company, the managing member or
members or any controlling committee of the managing members thereof; and (d) with respect
to any other Person, the board or committee of such Person serving a similar function.

Borrower
has the meaning specified in the preamble to this Agreement.

Borrowers
Accountants means Pricewaterhouse Coopers LLP or other independent
nationally-recognized public accountants reasonably acceptable to the Administrative
Agent.

Borrowing
means a borrowing consisting of Revolving Loans or Term Loans made on the same day by the
Lenders ratably according to their respective Commitments. A Borrowing may be a Revolving
Credit Borrowing or a Term Loan Borrowing.

Business
Day means a day of the year on which banks are not required or authorized to
close in New York City and, if the applicable Business Day relates to notices,
determinations, fundings and payments in connection with the Eurodollar Rate or any
Eurodollar Rate Loans, a day on which dealings in Dollar deposits are also carried on in
the London interbank market.

Business
Segments has the meaning specified in Section 6.1(a) (Financial
Statements).

Capital
Expenditures means, for any Person for any period, the aggregate of amounts that
would be reflected as additions to property, plant, equipment or software on a
Consolidated balance sheet of such Person and its Subsidiaries, excluding interest
capitalized during construction.

Capital
Lease means, with respect to any Person, any lease of, or other arrangement
conveying the right to use, property by such Person as lessee that is at the time of
determination required to be accounted for as a capital lease on a balance sheet of such
Person prepared in conformity with GAAP.

Capital
Lease Obligations means, with respect to any Person, the capitalized amount of
all Consolidated obligations of such Person or any of its Subsidiaries under Capital
Leases.

Captive
Insurance Entity means any Wholly-Owned Subsidiary or other Person (other than
an individual and otherwise reasonably acceptable to the Administrative Agent) created
solely for the purpose of purchasing or providing, or facilitating the provision of,
indemnity, insurance, or both, for acts or omissions of Persons acting or failing to act
in their capacity as a director, officer, employee or agent of the Borrower or any
Subsidiary of the Borrower to the extent that such insurance, indemnity, or both, may be
so purchased, provided, or facilitated in accordance with applicable Requirements of Law.

Cash
Collateral Account means any Deposit Account or Securities Account that is
(a) established by the Administrative Agent from time to time in its reasonable
discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with
funds received) from the Loan Parties or their Subsidiaries or Affiliates or Persons
acting on their behalf pursuant to the Loan Documents, (b) with such depositaries and
securities intermediaries as the Administrative Agent may determine in its sole
discretion, (c) in the name of the Administrative Agent (although such account may
also have words referring to the Borrower and the accounts purpose), (d) under
the sole dominion and control of the Administrative Agent and (e) in the case of a
Securities Account, with respect to which the Administrative Agent shall be the
Entitlement Holder and the only Person authorized to give Entitlement Orders with respect
thereto.

Cash
Equivalents means (a) Dollars or Euros, (b) (i) securities issued or
insured by the United States federal government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in support of
such securities) and having maturities of not more than one year or (ii) securities issued
or fully guaranteed or insured by any Approved Member State, or an agency or
instrumentality thereof (provided, that the full faith and credit of the applicable
Approved Member State is pledged in support of those securities) and having maturities of
not more than one year, (c) certificates of deposit, eurodollar time deposits,
overnight bank deposits and bankers acceptances of any Lender or any commercial bank
organized under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies that, at the time of acquisition,
are rated at least A-1 by S&P or P-1 by Moodys,
(d) commercial paper of an issuer rated at least A-1 by S&P or
P-1 by Moodys, (e) securities issued by any state or municipality within
the United States that are rated at least A-1 by S&P or P-1 by
Moodys and issued in the form of General Obligation Bonds (GOs), Tax Anticipation
Notes (TANs), Revenue Anticipation Notes (RANs), Bond Anticipation Notes (BANs),
pre-funded bonds, short-term putable bonds, and short-term floating issues Auction
Rate Securities; (f) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clauses (b) and (c) above
entered into with any financial institution meeting the qualifications specified in
clause (c)above; and (g) shares of any money market fund that (i) has at
least 95% of its assets invested continuously in the types of investments referred to in
clauses (a), (b), (c), (d)and (e)above,
(ii) has net assets whose Dollar Equivalent exceeds $500,000,000 and (iii) is
rated at least A-1 by S&P or P-1 by Moodys;
provided,however, that the maturities of all obligations of the type
specified in clauses (a), (b), (c) and (d) above shall
not exceed 270 days.

Cash
Interest Expense means, with respect to any Person for any period, the Interest
Expense of such Person for such period less the Non-Cash Interest Expense of such
Person for such period.

Cash
Management Document means any certificate, agreement or other document executed
by any Loan Party in respect of the Cash Management Obligations of any Loan Party.

Cash
Management Obligation means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person in respect of cash management services
(including treasury, depository, overdraft, credit or debit card, electronic funds
transfer and other cash management arrangements) provided by the Administrative Agent, any
Lender or any Affiliate of any of them, including obligations for the payment of fees,
interest, charges, expenses, reasonable attorneys fees and disbursements in
connection therewith.

Change
of Control means any of the following: (a) the occurrence of any event or
transaction as a result of which the Principal Parties shall cease to have Beneficial
Ownership of at least 50% of the issued and outstanding Voting Stock of the Borrower;
provided, however, that if at any time the Principal Parties shall have Beneficial
Ownership of less than 50% of the issued and outstanding Voting Stock of the Borrower,
such event shall only constitute a Change of Control if any person or group of persons
(within the meaning of the Securities Exchange Act of 1934, as amended) (other than the
Principal Parties) (i) shall have Beneficial Ownership of 25% or more of the issued and
outstanding Voting Stock of the Borrower at any such time and (ii) such other person or
group of persons (within the meaning of the Securities Exchange Act of 1934, as amended)
(other than the Principal Parties) shall have Beneficial Ownership of a percentage of the
issued and outstanding Voting Stock of the Borrower that is greater than or equal to the
percentage of the issued and outstanding Voting Stock of the Borrower owned by the
Principal Parties at such time, (b) the first day on which a majority of the members
of the Board of Directors of the Borrower are not Continuing Directors or (c) any Change
of Control as defined in the Senior Subordinated Note Indenture.

Citicorp
has the meaning specified in the preamble to this Agreement.

Closing
Date means the first date on which any Loan is made or any Letter of Credit is
Issued.

Co-Documentation
Agent has the meaning specified in the preamble to this Agreement.

Code
means the Internal Revenue Code of 1986.

Collateral
means all property and interests in property and proceeds thereof now owned or hereafter
acquired by any Loan Party in or upon which a Lien is granted under any Collateral
Document.

Collateral
Access Agreement means a letter in form and substance reasonably acceptable to
the Administrative Agent and executed by a landlord or lessor in respect of the Collateral
of the Borrower or any of its Domestic Subsidiaries located at any leased premises of the
Borrower or any of its Domestic Subsidiaries pursuant to which such landlord or lessor,
among other things, acknowledges the security interest in the Collateral granted by the
applicable Loan Party to the Administrative Agent, grants the Administrative Agent a right
to access the leased premises for purposes of taking actions with respect to the
Collateral (including removal thereof) and agrees that any Lien on the Collateral which it
may have is subordinate to the Lien of the Administrative Agent.

Collateral
Documents means the Pledge and Security Agreement, each Intellectual Property
Security Agreement (as defined in the Pledge and Security Agreement), each Foreign Share
Pledge Agreement, each Foreign Intellectual Property Security Agreement, the Mortgages,
the Deposit Account Control Agreements, the Control Account Agreements and any other
document executed and delivered by a Loan Party granting a Lien on any of its property to
secure payment of the Secured Obligations.

Commitment
means, with respect to any Lender, such Lenders Revolving Credit Commitment, if any,
and Term Loan Commitment, if any, and Commitments means the aggregate
Revolving Credit Commitments and Term Loan Commitments of all Lenders.

Commodity
Account has the meaning specified in the Pledge and Security Agreement.

Commodity Intermediary
has the meaning given to such term in the UCC.

Compliance
Certificate has the meaning specified in Section 6.1(d) (Financial
Statements).

Confidential
Information Memorandum means the confidential information memorandum dated June
9, 2003 used by the Arrangers in connection with the syndication of the Facilities.

Consolidated
means, with respect to any Person, the consolidation of accounts of such Person and its
Subsidiaries, after the elimination of inter-company items, in accordance with GAAP;
provided, that with respect to the consolidated financial statements of Borrower,
the term Consolidated shall mean the financial statements of Borrower
and its consolidated Subsidiaries as consolidated in accordance with GAAP, after the
elimination of inter-company items.

Consolidated
Current Assets means, with respect to any Person at any date, the total
Consolidated current assets (other than cash and Cash Equivalents) of such Person and its
Subsidiaries at such date.

Consolidated
Current Liabilities means, with respect to any Person at any date, all
liabilities of such Person and its Subsidiaries at such date that should be classified as
current liabilities on a Consolidated balance sheet of such Person and its Subsidiaries,
but excluding, in the case of the Borrower the principal amount of any current portion of
long-term Financial Covenant Debt.

Consolidated
Lease Expense means, for any Person for any period, the aggregate amount of
fixed and contingent rentals payable in cash by the Borrower and its Subsidiaries for such
period with respect to leases of real and personal property, determined on a consolidated
basis in accordance with GAAP (but excluding amounts in respect of taxes, common area
maintenance, insurance, utility payments and similar items in the case of gross leases).

Consolidated
Net Income means, for any Person for any period, the Consolidated net income (or
loss) of such Person and its Subsidiaries for such period; provided,however, that (a) the net income of any other Person in which such Person or one
of its Subsidiaries has a joint interest with a third party (which interest does not cause
the net income of such other Person to be Consolidated into the net income of such Person)
shall be included only to the extent of the amount of dividends or distributions paid to
such Person or Subsidiary in cash, (b) the net income of any Subsidiary of such
Person that is subject to any restriction or limitation on the payment of dividends or the
making of other distributions shall be excluded to the extent of such restriction or
limitation, and (c) the net income (or loss) of any Person acquired in a pooling of
interest transaction shall be excluded to the extent accrued prior to the date of such
acquisition and (d) extraordinary gains and losses and any one-time increase or
decrease to net income that is required to be recorded because of the adoption of new
accounting policies, practices or standards required by GAAP shall be excluded.

Consolidated
Subsidiaries means, with respect to any Person, any Subsidiary of such Person
the assets and liabilities of which are required to be consolidated with those of such
Person in its consolidated financial statements in accordance with GAAP.

Constituent
Documents means, with respect to any Person, (a) the articles of
incorporation, certificate of incorporation, constitution or certificate of formation (or
the equivalent organizational documents) of such Person, (b) the by-laws, operating
agreement (or the equivalent governing documents) of such Person and (c) any document
setting forth the manner of election and duties of the Board of Directors of such Person
(if any) and the designation, amount or relative rights, limitations and preferences of
any class or series of such Persons Stock.

Contaminant
means any material, substance or waste that is classified, regulated or otherwise
characterized under any Environmental Law as hazardous, toxic, a contaminant or a
pollutant or by other words of similar meaning or regulatory effect, including any
petroleum or petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

Continuing
Directorsmeans, as of any date of determination, any member of the Board of
Directors of the Borrower who: (i) was a member of such Board of Directors on the
date hereof, (ii) was nominated for election or elected to such Board of Directors
with the approval of a majority of the then Continuing Directors who were members of such
Board of Directors at the time of such nomination or election, or (iii) became a
member of the Board of Directors as a result of the actions of the Principal Parties;
providedthat at the time such Principal Parties took any such action, the
Principal Parties had Beneficial Ownership of in excess of 50% of the Voting Stock of the
Borrower.

Contractual
Obligation of any Person means any obligation, agreement, undertaking or similar
provision of any Security issued by such Person or of any agreement, undertaking,
contract, lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan
Document) to which such Person is a party or by which it or any of its property is bound
or to which any of its property is subject.

Control
Account means a Securities Account or Commodity Account that is the subject of
an effective Control Account Agreement and that is maintained by any Loan Party with an
Approved Securities Intermediary. Control Account includes all
Financial Assets held in a Securities Account or a Commodity Account and all certificates
and instruments, if any, representing or evidencing the Financial Assets contained
therein.

Control
Account Agreement has the meaning specified in the Pledge and Security
Agreement.

Corporate
Chart means a corporate organizational chart, list or other similar document in
each case in form reasonably acceptable to the Administrative Agent and setting forth, for
each Person that is a Loan Party, that is subject toSection 7.11 (Additional
Collateral and Guaranties) or that is a Subsidiary of any of them, (a) the full
legal name of such Person (and any trade name, fictitious name or other name such Person
may have had or operated under), (b) the jurisdiction of organization, the
organizational number (if any) and the tax identification number (if any) of such Person,
(c) the location of such Persons chief executive office (or sole place of
business) and (d) the number of shares of each class of such Persons Stock or
Stock Equivalent, as applicable, authorized (if applicable), the number outstanding as of
the date of delivery and the number and percentage of such outstanding shares for each
such class owned (directly or indirectly) by any Loan Party or any Subsidiary of any of
them.

Customary
Permitted Liens means, with respect to any Person, any of the following Liens:

| | (a)       
               Liens with respect to the payment of taxes, assessments or governmental charges
               or impositions in each case that are not yet due or that are being contested in
               good faith by appropriate proceedings and with respect to which adequate
               reserves or other appropriate provisions are being maintained to the extent
               required by GAAP;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Liens of landlords arising by statute and liens of suppliers, mechanics,
               carriers, materialmen, warehousemen, artisans or workmen and other liens imposed
               by law created in the ordinary course of business for amounts not yet due or
               that are being contested in good faith by appropriate proceedings and with
               respect to which adequate reserves or other appropriate provisions are being
               maintained to the extent required by GAAP;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               pledges or deposits made in the ordinary course of business securing obligations
               under workers compensation, unemployment insurance or other types of
               social security benefits or to secure the performance of bids, tenders, sales,
               contracts (other than for the repayment of borrowed money) and surety, appeal,
               customs or performance bonds;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               encumbrances arising by reason of zoning restrictions, easements, licenses,
               reservations, covenants, rights-of-way, utility easements, building restrictions
               and other similar encumbrances on the use of real property or other immaterial
               irregularities in title not materially detracting from the value of such real
               property or not materially interfering with the ordinary conduct of the business
               conducted and proposed to be conducted at such real property;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               encumbrances arising under leases or subleases of real property that do not, in
               the aggregate, materially detract from the value of such real property or
               interfere with the ordinary conduct of the business conducted and proposed to be
               conducted at such real property; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               financing statements with respect to a lessors rights in and to personal
               property leased to such Person in the ordinary course of such Persons
               business other than through a Capital Lease.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debt
Issuance means the incurrence of Indebtedness of the type specified in
clause (a) or (b) of the definition of Indebtedness
by the Borrower or any of its Subsidiaries.

Default
means any event that, with the passing of time or the giving of notice or both, would
become an Event of Default.

Deposit
Account has the meaning given to such term in the UCC.

Deposit Account
Bank has the meaning specified in the Pledge and Security Agreement.

Deposit
Account Control Agreement has the meaning specified in the Pledge and Security
Agreement.

Disclosure
Documents means, collectively, the Form 10-K filed by ALARIS Medical with the
Securities and Exchange Commission for the Fiscal Year ended on or about December 31,
2002, the Form 10-Q filed by ALARIS Medical for the Fiscal Quarter ended on or about March
31, 2003, the Form 10-Q filed by the Borrower for the Fiscal Quarter ended on or about
June 30, 2003, the Registration Statement and the Confidential Information Memorandum.

Dollar
Equivalent of any amount means, at the time of determination thereof,
(a) if such amount is expressed in Dollars, such amount and (b) if such amount
is denominated in any other currency, the equivalent of such amount in Dollars as
determined by the Administrative Agent using any method of determination it deems
appropriate.

Dollars
and the sign $ each mean the lawful money of the United States of
America.

Domestic
Lending Office means, with respect to any Lender, the office of such Lender
specified as its Domestic Lending Office opposite its name on
Schedule II (Applicable Lending Offices and Addresses for Notices) or
on the Assignment and Acceptance by which it became a Lender or such other office of such
Lender as such Lender may from time to time specify to the Borrower and the Administrative
Agent.

Domestic
Person means any United States person under and as defined in
Section 7701(a)(30) of the Code.

Domestic
Subsidiary means any Subsidiary of the Borrower organized under the laws of any
state of the United States of America or the District of Columbia.

EBITDA
means, with respect to any Person for any period, (a) Consolidated Net Income of such
Person for such period plus (b) the sum of, in each case to the extent
included in the calculation of such Consolidated Net Income but without duplication,
(i) any provision for income taxes or amounts paid to governments of foreign
jurisdictions in lieu of taxes, (ii) Interest Expense, including amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and other
fees and charges associated with Indebtedness, (iii) loss from extraordinary items
(including losses realized in connection with the extinguishment or retirement of
Indebtedness and losses in connection with the Transactions), (iv) depreciation,
depletion and amortization expenses, (vi) non-recurring cash charges in respect of the
Global Manufacturing Restructuring Expenditures and in connection with any Permitted
Acquisition in an aggregate amount not exceeding $2,000,000 in any Fiscal Year,
(vii) all other non-recurring, non-cash charges (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such
period, losses on sales of assets outside of the ordinary course of business and
excluding, whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses in connection with Hedging Contracts) and
(viii) all other non-cash charges and non-cash losses for such period, including the
amount of any compensation deduction as the result of any grant of Stock or Stock
Equivalents to employees, officers, directors or consultants but excluding any non-cash
charges or losses which (or should) represent the accrual of a reserve for the payment of
cash charges in any future period or the amortization of a prepaid cash expense that was
paid in any prior period minus (c) the sum of, in each case to the extent
included in the calculation of such Consolidated Net Income but without duplication,
(i) any credit for income tax, (ii) interest income, (iii) gains from
extraordinary items for such period (including gains realized in connection with the
extinguishment or retirement of Indebtedness and gains in connection with the
Transactions), (iv) any aggregate net gain (but not any aggregate net loss) from the
sale, exchange or other disposition of capital assets by such Person, (v) any non-cash,
non-recurring income or gains (including, whether or not otherwise includable as a
separate item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business), and (vi) any other
non-cash gains or other items which have been added in determining Consolidated Net
Income, including any reversal of a charge referred to inclause (b)(vi)above
by reason of a decrease in the value of any Stock or Stock Equivalent.

Eligible
Assignee means (a) a Lender or an Affiliate or Approved Fund of any Lender,
(b) a commercial bank having total assets whose Dollar Equivalent exceeds
$5,000,000,000, (c) a finance company, insurance company or any other financial
institution or Fund, in each case reasonably acceptable to the Administrative Agent and
regularly engaged in making, purchasing or investing in loans and having a net worth,
determined in accordance with GAAP, whose Dollar Equivalent exceeds $250,000,000 or, to
the extent net worth is less than such amount, a finance company, insurance company, other
financial institution or fund, reasonably acceptable to the Administrative Agent and (so
long as an Event of Default shall not have occurred and be continuing) the Borrower or
(d) a savings and loan association or savings bank organized under the laws of the
United States or any State thereof having a net worth, determined in accordance with GAAP,
in excess of $250,000,000.

Employee
Stock Plans mean, collectively, those certain employee and non-employee director
stock option plans specified on Schedule 1.1(a) (Employee Stock Plans), as such
plans are in effect on the Closing Date or otherwise modified pursuant to amendments
expressly permitted by the terms of this Agreement.

Employment-Related
Contracts means any or all of the following Contractual Obligations:
(a) consulting agreements, (b) executive employment agreements,
(c) executive compensation plans, (d) deferred compensation agreements,
(e) employee stock purchase and stock option plans and (f) severance plans.

Entitlement
Holder has the meaning specified in the Pledge and Security Agreement.

Entitlement Order
has the meaning specified in the Pledge and Security Agreement.

Environmental
Laws means all applicable Requirements of Law now or hereafter in effect and as
amended or supplemented from time to time, relating to pollution or the regulation and
protection of human or animal health, safety, the environment or natural resources,
including the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material
Transportation Act, as amended (49 U.S.C. § 5101 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136
et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C.
§ 6901 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C.
§ 2601 et seq.); the Clean Air Act, as amended (42 U.S.C.
§ 7401 et seq.); the Federal Water Pollution Control Act, as amended (33
U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as
amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act,
as amended (42 U.S.C. § 300f et seq.); and each of their state and local
counterparts or equivalents and any transfer of ownership notification or approval
statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6
et seq.).

Environmental
Liabilities and Costs means, with respect to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all fees,
disbursements and expenses of counsel, experts and consultants and costs of investigation
and feasibility studies), fines, penalties, sanctions and interest incurred as a result of
any claim or demand by any other Person, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute and whether arising under
any Environmental Law, Permit, order or agreement with any Governmental Authority or other
Person, in each case relating to any environmental, health or safety condition or to any
Release or threatened Release and resulting from the past, present or future operations
of, or ownership of property by, such Person or any of its Subsidiaries.

Environmental
Lien means any Lien in favor of any Governmental Authority for Environmental
Liabilities and Costs.

Equity
Issuance means the issue or sale of any Stock of the Borrower or any Subsidiary
of the Borrower by the Borrower or any Subsidiary of the Borrower to any Person other than
the Borrower or any Subsidiary of the Borrower.

Equity
Offering has the meaning specified in the recitals to this Agreement.

ERISA
means the United States Employee Retirement Income Security Act of 1974.

ERISA
Affiliate means any trade or business (whether or not incorporated) under common
control or treated as a single employer with the Borrower or any of its Subsidiaries
within the meaning of Section 414(b), (c), (m) or (o) of the Code.

ERISA
Event means (a) a reportable event described in Section 4043(b) or
4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan
or a Multiemployer Plan, (b) the withdrawal of the Borrower, any of its Subsidiaries
or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer, as defined in
Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of the
Borrower, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan,
(d) notice of reorganization or insolvency of a Multiemployer Plan, (e) the
filing of a notice of intent to terminate a Title IV Plan or the treatment of a plan
amendment as a termination under Section 4041 of ERISA, (f) the institution of
proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC,
(g) the failure to make any required contribution to a Title IV Plan or
Multiemployer Plan, (h) the imposition of a lien under Section 412 of the Code
or Section 302 of ERISA on the Borrower or any of its Subsidiaries or any ERISA
Affiliate or (i) any other event or condition that might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or
the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA.

Eurocurrency
Liabilities has the meaning assigned to that term in Regulation D of the Federal
Reserve Board.

Eurodollar
Base Rate means, with respect to any Interest Period for any Eurodollar Rate
Loan, the rate determined by the Administrative Agent to be the offered rate for deposits
in Dollars for the applicable Interest Period appearing on the Dow Jones Markets Telerate
Page 3750 as of 11:00 a.m., London time, on the second full Business Day next
preceding the first day of each Interest Period. In the event that such rate does not
appear on the Dow Jones Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets
screen), the Eurodollar Base Rate for the purposes of this definition shall be determined
by reference to such other comparable publicly available service for displaying eurodollar
rates as may be selected by the Administrative Agent, or, in the absence of such
availability, the Eurodollar Base Rate shall be.

Eurodollar
Lending Office means, with respect to any Lender, the office of such Lender
specified as its Eurodollar Lending Office opposite its name on
Schedule II (Applicable Lending Offices and Addresses for Notices) or
on the Assignment and Acceptance by which it became a Lender (or, if no such office is
specified, its Domestic Lending Office) or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Administrative Agent.

Eurodollar
Rate means, with respect to any Interest Period for any Eurodollar Rate Loan, an
interest rate per annum equal to the rate per annum obtained by dividing (a) the
Eurodollar Base Rate by (b)(i) a percentage equal to 100% minus(ii) the
reserve percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including any emergency, supplemental or
other marginal reserve requirement) for a member bank of the Federal Reserve System in New
York City with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes deposits
by reference to which the Eurodollar Rate is determined) having a term equal to such
Interest Period.

Eurodollar
Rate Loan means any Loan that, for an Interest Period, bears interest based on
the Eurodollar Rate.

Event
of Default has the meaning specified in Section 9.1 (Events of Default).

Excess
Cash Flow means, for the Borrower for any period, (a) EBITDA of the
Borrower for such period plus (b) the excess, if any, of the Working Capital
of the Borrower at the beginning of such period over the Working Capital of the Borrower
at the end of such period minus (c) the sum of (without duplication)
(i) scheduled and mandatory cash principal payments on the Loans during such period
and optional cash principal payments on the Loans during such period (but only, in the
case of payment in respect of Revolving Loans, to the extent that the Revolving Credit
Commitments are permanently reduced by the amount of such payments), (ii) scheduled
cash principal payments made by the Borrower or any of its Subsidiaries during such period
on other Indebtedness to the extent such other Indebtedness and payments are not
prohibited by this Agreement, (iii) scheduled payments made by the Borrower or any of
its Subsidiaries on Capital Lease Obligations to the extent such Capital Lease Obligations
and payments are not prohibited by this Agreement, (iv) Capital Expenditures made by
the Borrower or any of its Subsidiaries during such period to the extent not prohibited by
this Agreement, (v) Cash Interest Expense actually paid by the Borrower during such
period, (vi) the aggregate amount of cash used by the Borrower to pay income taxes due
during such period, (vii) the excess, if any, of the Working Capital of the Borrower
at the end of such period over the Working Capital of the Borrower at the beginning of
such period and (viii) the aggregate amount of cash used by the Borrower after the Closing
Date to redeem, repurchase and/or defease the Existing Secured Notes.

Excluded
Equity has the meaning specified in the Pledge and Security Agreement.

Existing Indentures
means, collectively, the Existing Secured Indenture, the Existing Senior Subordinated
Indenture and the Existing Senior Discount Indenture.

Existing
Notes means, collectively, the Existing Secured Notes, the Existing Senior
Discount Notes and the Existing Senior Subordinated Notes.

Existing Secured
Indenture means the indenture, dated as of October 16, 2001, between the
Borrower (as successor-in-interest to ALARIS Medical Systems) and the Existing Secured
Notes Trustee, governing the rights and duties of the Company under the Existing Secured
Notes pursuant to which the Existing Secured Notes were issued (as in effect on the date
hereof after giving effect to the amendments contemplated by the Existing Secured Tender
Offer and as may otherwise be amended in accordance with the terms of this Agreement).

Existing
Secured Notes means the 11-5/8% senior secured notes in an aggregate principal
amount of $170,000,000 issued by the Borrower (as successor-in-interest to ALARIS Medical
Systems) and due 2006.

Existing
Secured Notes Trustee means HSBC Bank USA, in its capacity as trustee under the
Existing Secured Indenture.

Existing
Senior Discount Indenture means the indenture, dated as of July 28, 1998,
between the Borrower (as successor-in-interest to ALARIS Medical) and The Bank of New
York, formerly U.S. Trust Company of Texas, N.A., as trustee, pursuant to which the
Existing Senior Discount Notes were issued (as in effect on the date hereof after giving
effect to the amendments contemplated by the applicable Tender Offer and as may otherwise
be amended in accordance with the terms of this Agreement).

Existing
Senior Discount Notes means the 11-1/8% senior discount notes issued by the
Borrower (as successor-in-interest to ALARIS Medical) in an aggregate principal amount of
$189,000,000 issued by ALARIS Medical and due 2008.

Existing
Senior Subordinated Indenture means the indenture, dated as of November 26,
1996, between the Borrower (as successor-in-interest to ALARIS Medical Systems (as
successor-in-interest to IMED Corporation)), IMED International Trading Corp. and The Bank
of New York, formerly United States Trust Company of New York, as trustee, pursuant to
which the Existing Senior Subordinated Notes were issued (as in effect on the date hereof
after giving effect to the amendments contemplated by the applicable Tender Offer and as
may otherwise be amended in accordance with the terms of this Agreement).

Existing
Senior Subordinated Notes means the 9-3/4% senior subordinated notes in an
aggregate principal amount of $180,000,000 issued by the Borrower (as
successor-in-interest to ALARIS Medical Systems) and due 2006.

Existing
Secured Tender Offer means that certain tender offer and consent solicitation,
dated as of May 22, 2003, pursuant to which the Borrower, as successor in interest to
ALARIS Medical Systems, shall have offered to repurchase the Existing Secured Notes.

Facilities
means (a) the Term Loan Facility and (b) the Revolving Credit Facility.

Fair
Market Value means (a) with respect to any asset or group of assets (other
than a marketable Security) at any date, the value that would be paid by a willing
purchaser to a willing seller dealing at arms length and arranged in an orderly
manner over a reasonable period of time having regard to the nature and characteristics of
such asset, as reasonably determined by the Board of Directors of the Borrower or, if such
asset shall have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have not
materially changed since its date, the value set forth in such appraisal and (b) with
respect to any marketable Security at any date, the closing sale price of such Security on
the Business Day next preceding such date, as appearing in any published list of any
national securities exchange or the NASDAQ Stock Market or, if there is no such closing
sale price of such Security, the final price for the purchase of such Security at face
value quoted on such Business Day by a financial institution of recognized standing
regularly dealing in Securities of such type and selected by the Administrative Agent.

FDA
means the Food and Drug Administration of the United States of America.

Federal
Funds Rate means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding 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 of the quotations for such
day on such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

Federal
Reserve Board means the Board of Governors of the United States Federal Reserve
System, or any successor thereto.

Fee
Letter shall mean, collectively, (i) the letter dated as of May 22, 2003,
addressed to the Company from the Agents and accepted by the Company on May 23, 2003, with
respect to certain fees to be paid from time to time to Citicorp and the Arrangers and
(ii) the letter dated as of May 22, 2003, addressed to the Borrower from Citicorp and
accepted by the Company on May 23, 2003, with respect to certain fees to be paid from time
to time to Citicorp.

Financial
Asset has the meaning given to such term in the UCC.

Financial Covenant
Debt of any Person means Indebtedness of the type specified in
clauses (a),(b),(d),(e),(f)and (h) of
the definition of Indebtedness and non-contingent of obligations of the
type specified in clause (c) of such definition.

Financial
Statements means the financial statements of the Borrower and its Subsidiaries
delivered in accordance with Sections 4.4 (Financial Statements)and 6.1
(Financial Statements).

Fiscal
Quarter means each of the three month periods ending on or about March 31,
June 30, September 30 and December 31.

Fiscal
Year means the twelve month period ending on or about December 31.

Fixed
Charges means, with respect any Person for any period, the sum, determined on a
Consolidated basis, without duplication, of (a) the Cash Interest Expense of such
Person and its Subsidiaries for such period, (b) the principal amount of Consolidated
Financial Covenant Debt of such Person and its Subsidiaries having a scheduled due date
during the four Fiscal Quarter period following the last day of such period; provided,
however, that commencing with the Fiscal Quarter ending on or about June 30, 2008 and
for each Fiscal Quarter ending thereafter, the principal amount of the Term Loans due
during such period shall be deemed to equal $2,400,000, (c) cash income taxes paid by the
Borrower or any of its Subsidiaries on a consolidated basis in respect of such period, (d)
Consolidated Lease Expense for such period and (e) Capital Expenditures made during such
period.

Fixed
Charge Coverage Ratio means, with respect to any Person for any period, the
ratio of (a)  EBITDA of such Person for such period plus, without duplication,
Consolidated Lease Expense for such period to (b) the Fixed Charges of such Person
for such period.

Foreign
Intellectual Property Security Agreements means, collectively, (i) the charge
over intellectual property, dated as of the date hereof, by the Borrower in favor of the
Administrative Agent, pledging the Intellectual Property of the Borrower used in the
United Kingdom, or the subject of a filing, registration or application in the Trademark
Registry (UK) or the Patent Office (UK), as the case may be and (ii) the intellectual
property pledge agreement, dated as of the date hereof, by the Borrower in favor of the
Administrative Agent, pledging the Intellectual Property of the Borrower used in Mexico,
or the subject of a filing, registration or application in the Instituto Mexicano de la
Propiedad Industrial (Mexican Industrial Property Institute).

Foreign
Security Agreements means, collectively, each Foreign Share Pledge Agreement and
each Foreign Intellectual Property Security Agreement.

Foreign
Share Pledge Agreements means, collectively, (i) the equitable mortgage of
shares, dated as of the date hereof, by the Borrower in favor of the Administrative Agent,
pledging the shares of ALARIS Medical UK Limited, (ii) the memorandum of deposit of
constitution, dated as of the date hereof, by the Borrower in favor of the Administrative
Agent, pledging the shares of ALARIS Medical Australia Pty Ltd. and (iii) the pledge
agreement, by the Borrower in favor of the Administrative Agent, pledging the shares of
Sistemas Médicos Alaris, S.A. de C.V.

Foreign
Subsidiary means any Subsidiary of the Borrower that is not a Domestic
Subsidiary.

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

GAAP
means generally accepted accounting principles in the United States of America as in
effect from time to time set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and the
statements and pronouncements of the Financial Accounting Standards Board, or in such
other statements by such other entity as may be in general use by significant segments of
the accounting profession, that are applicable to the circumstances as of the date of
determination.

General
Intangible has the meaning specified in the Pledge and Security Agreement.

Global
Manufacturing Restructuring means the reorganization of the operations of the
Borrower and its Subsidiaries as described on Schedule IV (Global Manufacturing
Restructuring) to this Agreement, with such changes thereto as may be agreed to by the
Administrative Agent.

Global
Manufacturing Restructuring Expenditures means (a) the restructuring charges (as
determined in conformity with GAAP) and (b) other expenses as may be agreed to by the
Administrative Agent, in each case relating to or arising out of the Global Manufacturing
Restructuring.

Good
Manufacturing Practices Regulationsshall mean those regulations
regulating the requirements for methods used in, and the facilities and control used for,
manufacture, packing, storage, and installation of medical devices.

Governmental
Authority means any nation, sovereign or government, any state or other
political subdivision thereof and any entity or authority exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to
government, including any central bank or stock exchange and the FDA.

Guarantor
means each direct and indirect Domestic Subsidiary of the Borrower party to or that
becomes party to the Guaranty.

Guaranty
means the guaranty, in substantially the form of Exhibit G (Form of
Guaranty), executed by the Guarantors.

Guaranty
Obligation means, as applied to any Person, any direct or indirect liability,
contingent or otherwise, of such Person with respect to any Indebtedness of another
Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to
provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid
or discharged, or that any agreement relating thereto will be complied with, or that any
holder of such Indebtedness will be protected (in whole or in part) against loss in
respect thereof, including (a) the direct or indirect guaranty, endorsement (other
than for collection or deposit in the ordinary course of business), co-making, discounting
with recourse or sale with recourse by such Person of Indebtedness of another Person and
(b) any liability of such Person for Indebtedness of another Person through any
agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire
such Indebtedness or any security therefor or to provide funds for the payment or
discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase,
capital contribution or otherwise), (ii) to maintain the solvency or any balance
sheet item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, if required, regardless of non-performance by any other
party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or
lessee) property, or to purchase or sell services, primarily for the purpose of enabling
the debtor to make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss or (v) to supply funds to, or in any other manner invest
in, such other Person (including to pay for property or services irrespective of whether
such property is received or such services are rendered), if in the case of any agreement
described under clause (b)(i), (ii), (iii),(iv) or (v)
above the primary purpose or intent thereof is to provide assurance that Indebtedness of
another Person will be paid or discharged, that any agreement relating thereto will be
complied with or that any holder of such Indebtedness will be protected (in whole or in
part) against loss in respect thereof. The amount of any Guaranty Obligation shall be
equal to the amount of the Indebtedness so guaranteed or otherwise supported.

Hedging
Contracts means all Interest Rate Contracts, foreign exchange contracts,
currency swap or option agreements, forward contracts, commodity swap, purchase or option
agreements, other commodity price hedging arrangements and all other similar agreements or
arrangements designed to alter the risks of any Person arising from fluctuations in
interest rates, currency values or commodity prices.

Indebtedness
of any Person means without duplication (a) all indebtedness of such Person for
borrowed money, (b) all obligations of such Person evidenced by notes, bonds,
debentures or similar instruments or that bear interest, (c) all reimbursement and
all obligations with respect to letters of credit, bankers acceptances, surety bonds
and performance bonds, whether or not matured, (d) all indebtedness for the deferred
purchase price of property or services, other than trade payables incurred in the ordinary
course of business that are not overdue by more than 60 days from the due date thereof,
(e) all indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property), (f) all Capital
Lease Obligations of such Person and the present value of future rental payments under all
Synthetic Leases, but not including any rental payments under operating leases,
(g) all Guaranty Obligations of such Person, (h) all obligations of such Person
to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock
Equivalents of such Person, valued, in the case of redeemable preferred stock, at the
greater of its voluntary liquidation preference and its involuntary liquidation preference
plus accrued and unpaid dividends, (i) all payments that such Person would have to
make in the event of an early termination on the date Indebtedness of such Person is being
determined in respect of Hedging Contracts of such Person and (j) all Indebtedness of
the type referred to above secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien upon or in property
(including Accounts and General Intangibles) owned by such Person, even though such Person
has not assumed or become liable for the payment of such Indebtedness, in an amount equal
to the lesser of (x) the amount of the Indebtedness secured by such Lien or (y) the Fair
Market Value of the property subject to such Lien.

Indemnified
Matter has the meaning specified in Section 11.4 (Indemnities).

Indemnitee
has the meaning specified in Section 11.4 (Indemnities).

Instrument
Contract means a Contractual Obligation of the Borrower or any of its
Subsidiaries pursuant to which the other party to any such Contractual Obligation acquires
(on behalf of itself or another Person) use or ownership of medical instruments from the
Borrower or any such Subsidiary at no or reduced initial cost for subsequent purchases of
disposable administration sets.

Insurance
Coverage means insurance coverage provided by a policy of insurance or by a
program of self-insurance to the extent permitted under this Agreement.

Intellectual
Property has the meaning specified in the Pledge and Security Agreement.

Interest
Coverage Ratio means, with respect to any Person for any period, the ratio of
(a) EBITDA of such Person for such period to (b) Cash Interest Expense of such
Person for such period.

Interest
Expense means, for any Person for any period, (a) Consolidated total
interest expense of such Person and its Subsidiaries for such period and including, in any
event, interest capitalized during such period and net costs under Interest Rate Contracts
for such period minus (b) Consolidated net gains of such Person and its
Subsidiaries under Interest Rate Contracts for such period and minus (c) any
Consolidated interest income of such Person and its Subsidiaries for such period.

Interest
Period means, in the case of any Eurodollar Rate Loan, (a) initially, the
period commencing on the date such Eurodollar Rate Loan is made or on the date of
conversion of a Base Rate Loan to such Eurodollar Rate Loan and ending one, two, three or
six months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of
Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2
(Borrowing Procedures) or 2.10 (Conversion/Continuation Option) and
(b) thereafter, if such Loan is continued, in whole or in part, as a Eurodollar Rate
Loan pursuant to Section 2.10 (Conversion/Continuation Option), a period commencing
on the last day of the immediately preceding Interest Period therefor and ending one, two,
three or six months thereafter, as selected by the Borrower in its Notice of Conversion or
Continuation given to the Administrative Agent pursuant to Section 2.10
(Conversion/Continuation Option); provided,however, that all of the
foregoing provisions relating to Interest Periods in respect of Eurodollar Rate Loans are
subject to the following:

|(i) | if any Interest Period would otherwise end on a day that is not a Business Day,
          such Interest Period shall be extended to the next succeeding Business Day,
          unless the result of such extension would be to extend such Interest Period into
          another calendar month, in which event such Interest Period shall end on the
          immediately preceding Business Day;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(iii) | the Borrower may not select any Interest Period that ends after the date of a
          scheduled principal payment on the Loans as set forth in Article II (The
          Facilities) unless, after giving effect to such selection, the aggregate
          unpaid principal amount of the Loans for which Interest Periods end after such
          scheduled principal payment shall be equal to or less than the principal amount
          to which the Loans are required to be reduced after such scheduled principal
          payment is made;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | the Borrower may not select any Interest Period in respect of Loans having an
          aggregate principal amount of less than $1,000,000; and
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(v) | there shall be outstanding at any one time no more than 5 Interest Periods in
          the aggregate.
|--- | ------------------------------------------------------------------------------------------------------

Interest
Rate Contracts means all interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements and interest rate insurance.

Inventory
has the meaning specified in the Pledge and Security Agreement.

Investment
means, with respect to any Person, (a) any purchase or other acquisition by such
Person of (i) any Security issued by, (ii) a beneficial interest in any Security
issued by, or (iii) any other equity ownership interest in, any other Person,
(b) any purchase by such Person of all or a significant part of the assets of a
business conducted by any other Person, or all or substantially all of the assets
constituting the business of a division, branch or other unit operation of any other
Person, (c) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts receivable and similar
items made or incurred in the ordinary course of business as presently conducted) or
capital contribution by such Person to any other Person, including all Indebtedness of any
other Person to such Person arising from a sale of property by such Person other than in
the ordinary course of its business, (d) any Guaranty Obligation incurred by such
Person in respect of Indebtedness of any other Person and (e) any Lease Guaranty
Obligation incurred by such Person in respect of a Lease of any other Person.

Inventory
has the meaning specified in the Pledge and Security Agreement.

IRS
means the Internal Revenue Service of the United States or any successor thereto.

Issue
means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or
increase the maximum face amount (including by deleting or reducing any scheduled decrease
in such maximum face amount) of, such Letter of Credit. The terms
Issued and Issuance shall have a corresponding
meaning.

Issuer
means Citicorp North America, Inc. and each other Lender or Affiliate of a Lender that
hereafter becomes an Issuer with the approval of the Administrative Agent and the Borrower
by agreeing pursuant to an agreement with and in form and substance satisfactory to the
Administrative Agent and the Borrower to be bound by the terms hereof applicable to
Issuers.

Land
of any Person means all of those plots, pieces or parcels of land now owned, leased or
hereafter acquired or leased or purported to be owned, leased or hereafter acquired or
leased (including, in respect of the Loan Parties, as reflected in the most recent
Financial Statements) by such Person.

Lease
Guaranty Obligation means, as applied to any Person, any direct or indirect
liability or obligation, contingent or otherwise, of such Person with respect to any Lease
of another Person, if the purpose or intent of such Person in incurring the Lease Guaranty
Obligation is to provide assurance to the lessor or other obligee in respect of such Lease
that the rental payments under such Lease will be paid or discharged, or that any
agreement relating thereto will be complied with, or that such lessor or other obligee
will be protected (in whole or in part) against loss in respect thereof.

Leases
means, with respect to any Person, all of those leasehold estates in real property of such
Person, as lessee, as such may be amended, supplemented or otherwise modified from time to
time.

Lender
means each financial institution or other entity that (a) is listed on the signature
pages hereof as a Lender or (b) from time to time becomes a party hereto
by execution of an Assignment and Acceptance.

Letter
of Credit means any letter of credit Issued pursuant to Section 2.3 (Letters
of Credit).

Letter
of Credit Obligations means, at any time, the Dollar Equivalent of the aggregate
of all liabilities at such time of the Borrower to all Issuers with respect to Letters of
Credit, whether or not any such liability is contingent, including, without duplication,
the sum of (a) Reimbursement Obligations at such time and (b) the Letter of
Credit Undrawn Amounts at such time.

Letter
of Credit Reimbursement Agreement has the meaning specified in Section 2.3(e)
(Letters of Credit).

Letter
of Credit Request has the meaning specified in Section 2.3(c) (Letters of
Credit).

Letter
of Credit Sublimit means $10,000,000.

Letter
of Credit Undrawn Amounts means, at any time, the aggregate undrawn face amount
of all Letters of Credit outstanding at such time.

Leverage
Ratio means, with respect to any Person as of any date, the ratio of
(a) Consolidated Financial Covenant Debt of such Person and its Subsidiaries
outstanding as of such date to (b) EBITDA for such Person for the last four Fiscal
Quarter period ending on or before such date.

Lien
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, lien (statutory or other), security interest or preference,
priority or other security agreement or preferential arrangement of any kind or nature
whatsoever intended to assure payment of any Indebtedness or the performance of any other
obligation, including any conditional sale or other title retention agreement, the
interest of a lessor under a Capital Lease and any financing lease having substantially
the same economic effect as any of the foregoing, and the filing of any financing
statement under the UCC or comparable law of any jurisdiction naming the owner of the
asset to which such Lien relates as debtor.

Loan
means any loan made by any Lender pursuant to this Agreement.

Loan
Documents means, collectively, this Agreement, the Notes (if any), the Guaranty,
the Fee Letter, each Letter of Credit Reimbursement Agreement, each Hedging Contract
between any Loan Party and any Person that was a Lender or an Affiliate of a Lender at the
time it entered into such Hedging Contract, each Cash Management Document, the Collateral
Documents and each certificate, agreement or document executed by a Loan Party and
delivered to the Administrative Agent or any Lender in connection with or pursuant to any
of the foregoing.

Loan
Party means each of the Borrower, each Guarantor and each other Subsidiary of
the Borrower that executes and delivers a Loan Document.

Material
Adverse Change means a material adverse change in any of (a) the business,
condition (financial or otherwise), operations, performance, properties or prospects of
the Borrower and its Subsidiaries taken as a whole, (b) the legality, validity or
enforceability of any Loan Document, (c) the perfection or priority of the Liens
granted pursuant to the Collateral Documents, (d) the ability of the Borrower to
repay the Obligations or of the other Loan Parties to perform their respective obligations
under the Loan Documents or (e) the rights and remedies of the Administrative Agent,
the Lenders or the Issuers under the Loan Documents.

Material
Adverse Effect means an effect that results in or causes, or could reasonably be
expected to result in or cause, a Material Adverse Change.

Material
Employment-Related Contract means any Employment-Related Contract that is
material to the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower and its Subsidiaries taken as a whole.

Material
Governmental Claim means any lawful governmental claim, tax, assessment, charge
or levy in an amount greater than $750,000.

Merger
has the meaning specified in the recitals to this Agreement.

Merger
Agreement means the Certificate of Ownership and Merger of ALARIS Medical
Systems, Inc. into ALARIS Medical, Inc. filed with the Delaware Secretary of State on June
30, 2003.

Moodys
means Moodys Investors Services, Inc.

Mortgagees
Title Insurance Policy has the meaning specified in the definition of Mortgage
Supporting Documents.

Mortgage
Supporting Documents means, with respect to a Mortgage for a parcel of Real
Property, each the following:

| | (a)       
               (i) evidence in form and substance reasonably satisfactory to the
               Administrative Agent that the recording of counterparts of such Mortgage in the
               recording offices specified in such Mortgage will create a valid and enforceable
               first priority lien, subject only to Permitted Liens, on property described
               therein in favor of the Administrative Agent for the benefit of the Secured
               Parties (or in favor of such other trustee as may be required or desired under
               local law) subject only to (A) Liens permitted under Section 8.2
               (Liens, Etc.)and (B) such other Liens as the Administrative
               Agent may reasonably approve and (ii) an opinion of counsel in each state
               in which any such Mortgage is to be recorded in form and substance and from
               counsel reasonably satisfactory to the Administrative Agent;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               (i) a mortgagees title policy (or policies) or marked-up
               unconditional binder (or binders) for such insurance (or other evidence
               reasonably acceptable to the Administrative Agent proving ownership thereof)
               (Mortgagees Title Insurance Policy), dated a
               date reasonably satisfactory to the Administrative Agent, and shall (A) be
               in an amount not less than the appraised value (determined by reference to the
               Initial Appraisals) of such parcel of Real Property, (B) be issued at
               ordinary rates, (C) insure that the Lien granted pursuant to the Mortgage
               insured thereby creates a valid first Lien, subject only to Permitted Liens, on
               such parcel of Real Property free and clear of all defects and encumbrances,
               except for Customary Permitted Liens and for such defects and encumbrances as
               may be approved by the Administrative Agent, (D) name the Administrative
               Agent for the benefit of the Secured Parties as the insured thereunder,
               (E) be in the form of ALTA Loan Policy  1992 (or such local
               equivalent thereof as is reasonably satisfactory to the Administrative Agent),
               (F) contain a comprehensive lenders endorsement (including, but not
               limited to, a revolving credit endorsement and a floating rate endorsement),
               (G) be issued by Chicago Title Insurance Company, First American Title
               Insurance Company, Lawyers Title Insurance Corporation or any other title
               company reasonably satisfactory to the Administrative Agent (including any such
               title companies acting as co-insurers or reinsurers) and (H) be otherwise
               in form and substance reasonably satisfactory to the Administrative Agent and
               (ii) a copy of all documents referred to, or listed as exceptions to title,
               in such title policy (or policies) in each case in form and substance reasonably
               satisfactory to the Administrative Agent;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               maps or plats of a current as-built survey of such parcel of Real Property
               certified to and received by (in a manner reasonably satisfactory to each of
               them) the Administrative Agent and the title insurance company issuing the
               Mortgagees Title Insurance Policy for such Mortgage, dated a date
               reasonably satisfactory to the Administrative Agent and such title insurance
               company, by an independent professional licensed land surveyor reasonably
               satisfactory to the Administrative Agent and such title insurance company, which
               maps or plats and the surveys on which they are based shall be made in form and
               substance reasonably satisfactory to the Administrative Agent;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               evidence in form and substance reasonably satisfactory to the Administrative
               Agent that all premiums in respect of each Mortgagees Title Insurance
               Policy, all recording fees and stamp, documentary, intangible or mortgage taxes,
               if any, in connection with the Mortgage have been paid;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               a Phase I environmental report with respect to such parcel of Real Property,
               dated a date not more than one year prior to the Closing Date, showing no
               material condition of environmental concern and otherwise in form and substance
               reasonably satisfactory to the Administrative Agent; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               such other agreements, documents and instruments in form and substance
               reasonably satisfactory to the Administrative Agent as the Administrative Agent
               deems necessary or appropriate to create, register or otherwise perfect,
               maintain, evidence the existence, substance, form or validity of, or enforce a
               valid and enforceable first priority lien on such parcel of Real Property in
               favor of the Administrative Agent for the benefit of the Secured Parties (or in
               favor of such other trustee as may be required or desired under local law)
               subject only to (A) Liens permitted under Section 8.2 (Liens,
               Etc.)and (B) such other Liens as the Administrative Agent may
               reasonably approve.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mortgages
means the mortgages, deeds of trust or other real estate security documents made or
required herein to be made by the Borrower or any other Loan Party, each in form and
substance satisfactory to the Administrative Agent.

Multiemployer
Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA,
to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligation
or liability, contingent or otherwise.

Net
Cash Proceeds means proceeds received by the Borrower or any Guarantor (directly
or indirectly, including from any Subsidiary of the Borrower that is not a Guarantor
through dividends, distributions or the repayment of intercompany Indebtedness) after the
Closing Date in cash or Cash Equivalents from any (a) Asset Sale, other than an Asset
Sale permitted under clauses (a), (b), (c), (d), (e), (f)or (g) of Section 8.4, (Sale of Assets)net of (i) the reasonable
cash costs of sale, assignment or other disposition, (ii) taxes paid or reasonably
estimated to be payable as a result thereof and (iii) any amount required to be paid
or prepaid on Indebtedness (other than the Obligations) secured by the assets subject to
such Asset Sale, provided,however, thatevidence of each of
clauses (i),(ii)and (iii)above is provided to the Administrative
Agent in form and substance satisfactory to it, (b) Property Loss Event or
(c)(i) Equity Issuance (other than the Equity Offering or the issuance of Stock by
the Borrower pursuant to the terms of the Employee Stock Plans in an amount not to exceed
$40,000,000 in the aggregate during the term of this Agreement) or (ii) any Debt
Issuance (other than any Debt Issuance permitted under clauses (a) through
(l) of Section 8.1 (Indebtedness)), in each case net of brokers and
advisors fees and other costs incurred in connection with such transaction;
provided,however, that in the case of this clause (c),evidence
of such costs is provided to the Administrative Agent in form and substance satisfactory
to it.

Non-Cash
Interest Expense means, with respect to any Person for any period, the sum of
the following amounts to the extent included in the definition of Interest Expense
(a) the amount of debt discount and debt issuance costs amortized, (b) charges
relating to write-ups or write-downs in the book or carrying value of existing Financial
Covenant Debt, (c) interest payable in evidences of Indebtedness or by addition to
the principal of the related Indebtedness and (d) other non-cash interest.

Non-Consenting
Lender has the meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).

Non-Funding
Lender has the meaning specified in Section 2.2(e) (Borrowing
Procedures).

Non-U.S.       
          Lender means each Lender (or the Administrative Agent) that is not a
          United States person as defined in Section 7701(a)(30) of the Code.

Non-U.S.       
          Person means each Person that is not a Domestic Person.

Note
means any Revolving Credit Note or Term Loan Note.

Noteholder
Collateral Documents means the Security Documents as such term is
defined in the Existing Secured Indenture.

Notes
Offering has the meaning specified in the recitals to this Agreement.

Notice
of Adverse Findings shall mean each document issued by the FDA each time a
noncompliance is discovered pursuant to any routine inspection of a device firm.

Notice
of Borrowing has the meaning specified in Section 2.2(a) (Borrowing
Procedures).

Notice
of Conversion or Continuation has the meaning specified in Section 2.10
(Conversion/Continuation Option).

Obligations
means the Loans, the Letter of Credit Obligations and all other amounts, obligations,
covenants and duties owing by the Borrower to the Administrative Agent, any Lender, any
Issuer, any Affiliate of any of them or any Indemnitee, of every type and description
(whether by reason of an extension of credit, opening or amendment of a letter of credit
or payment of any draft drawn or other payment thereunder, loan, guaranty,
indemnification, foreign exchange or currency swap transaction, interest rate hedging
transaction or otherwise), present or future, arising under this Agreement, any other Loan
Document (including Cash Management Documents and Hedging Contracts that are Loan
Documents), whether direct or indirect (including those acquired by assignment), absolute
or contingent, due or to become due, now existing or hereafter arising and however
acquired and whether or not evidenced by any note, guaranty or other instrument or for the
payment of money, including all letter of credit, cash management and other fees,
interest, charges, expenses, attorneys fees and disbursements, Cash Management
Obligations and other sums chargeable to the Borrower under this Agreement, any other Loan
Document (including Cash Management Documents and Hedging Contracts that are Loan
Documents) and all obligations of the Borrower under any Loan Document to provide cash
collateral for any Letter of Credit Obligation.

PBGC
means the Pension Benefit Guaranty Corporation or any successor thereto.

Permit
means any permit, approval, authorization, license, variance or permission required from a
Governmental Authority under an applicable Requirement of Law.

Permitted
Acquisition means any Proposed Acquisition subject to the satisfaction of each
of the following conditions:

| | (a)       
               the Administrative Agent shall receive at least 15 days (or such fewer
               number of days acceptable to the Administrative Agent) prior written notice of
               such Proposed Acquisition, which notice shall include, without limitation, a
               reasonably detailed description of such Proposed Acquisition;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               such Proposed Acquisition shall only involve assets comprising a business, or
               those assets of a business, of the type engaged in by the Borrower and its
               Subsidiaries as of the Closing Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               such Proposed Acquisition shall be consensual and shall have been approved by
               the Proposed Acquisition Targets board of directors;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               no additional Indebtedness or other liabilities shall be incurred, assumed or
               otherwise be reflected on a Consolidated balance sheet of the Borrower and the
               Proposed Acquisition Target after giving effect to such Proposed Acquisition,
               except (i) Loans made hereunder, (ii) ordinary course trade payables,
               accrued expenses and (iii) Indebtedness of the Proposed Acquisition Target
               and/or the Borrower to the extent permitted under Section 8.1
               (Indebtedness);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               the Dollar Equivalent of the sum of all amounts payable in connection with such
               Proposed Acquisition and all other Permitted Acquisitions (including all
               transaction costs (measured at the time of each incurrence of such amounts) and
               all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in
               connection therewith or otherwise reflected in a Consolidated balance sheet of
               the Borrower and the Proposed Acquisition Target) (measured at the time of each
               incurrence of such obligations) shall not exceed $15,000,000 in the aggregate
               during any Fiscal Year and shall not exceed $50,000,000 in the aggregate during
               the term of this Agreement; provided, that the Dollar Equivalent of the
               sum of all amounts payable in connection with Proposed Acquisitions involving
               assets or Persons located outside of the United States shall not exceed
               $15,000,000 in the aggregate during the term of this Agreement;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               at or prior to the closing of such Proposed Acquisition, the Borrower (or the
               Subsidiary of the Borrower making such Proposed Acquisition) and the Proposed
               Acquisition Target shall have executed such documents and taken such actions as
               may be required under Sections 7.11 (Additional Collateral and
               Guaranties), 7.12 (Collateral Access Agreements and Bailees
               Letters)and 7.13 (Real Property);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               the Borrower shall have delivered to the Administrative Agent, in form and
               substance satisfactory to the Administrative Agent, and sufficiently in advance
               and in any case no later than 20 days prior to such Proposed Acquisition, such
               other financial information, financial analysis, documentation or other
               information relating to such Proposed Acquisition and the Proposed Acquisition
               Target as the Administrative Agent shall reasonably request;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               on or prior to the date of such Proposed Acquisition, the Administrative Agent
               shall have received, in form and substance reasonably satisfactory to the
               Administrative Agent, copies of the acquisition agreement, related Contractual
               Obligations and instruments, and all opinions, certificates, lien search results
               and other documents reasonably requested by the Administrative Agent; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               at the time of such Proposed Acquisition and after giving effect thereto,
               (i) no Default or Event of Default shall have occurred and be continuing,
               (ii) all representations and warranties contained in Article IV
               (Representations and Warranties)and in the other Loan Documents shall be
               true and correct in all material respects and (iii) the Borrower shall be in
               compliance, on a Pro Forma Basis, with the financial covenants specified in
               Article V (Financial Covenants).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted
Acquisition Debt means Indebtedness of a Proposed Acquisition Target that is not
incurred by such Proposed Acquisition Target, the Borrower, any Subsidiary of the Borrower
or any other Person in contemplation of (or in connection with) such Permitted Acquisition
to the extent permitted by Section 8.1(k) (Indebtedness).

Permitted
Joint Venture means a Person:

| | (a)       
               that is a strategic alliance formed or entered into by the Borrower or its
               Subsidiaries with any other Person for the purposes of joint research, product
               development, marketing, or other similar purposes that does not create a Person;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               that does not own any Equity Interests in any Loan Party nor at any time itself
               shall have been a Loan Party; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               in respect of which all Indebtedness or other obligations (in each case whether
               contingent or otherwise), including any contractually binding commitment to make
               future capital contributions, assumed by any Loan Party in respect thereof can
               be quantified.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted
Liens has the meaning specified in Section 8.2 (Liens, Etc.).

Person
means an individual, partnership, corporation (including a business trust), joint stock
company, estate, trust, limited liability company, unincorporated association, joint
venture or other entity, or a Governmental Authority.

Pledge
and Security Agreement means an agreement, in substantially the form of
Exhibit H (Form of Pledge and Security Agreement), executed by the
Borrower and each Guarantor.

Pledged
Debt Instruments has the meaning specified in the Pledge and Security Agreement.

Pledged Stock
has the meaning specified in the Pledge and Security Agreement.

Principal
means Jeffry M. Picower.

Principal
Parties means the Principal and his Related Parties.

Pro
Forma Basis means, with respect to any determination for any period, that such
determination shall be made giving pro forma effect to each acquisition consummated
during such period, together with all transactions relating thereto consummated during
such period (including any incurrence, assumption, refinancing or repayment of
Indebtedness), as if such acquisition and related transactions had been consummated on the
first day of such period, in each case based on historical results accounted for in
accordance with GAAP and, to the extent applicable, reasonable assumptions that are
specified in details in the relevant Compliance Certificate, Financial Statements or other
document provided to the Administrative Agent or any Lender in connection herewith in
accordance with Regulation S-X of the Securities Act of 1933.

Projections
means those financial projections contained in the Confidential Information Memorandum,
covering the Fiscal Years ending in 2003 through 2009 inclusive, to be delivered to the
Lenders by the Borrower.

Property
Loss Event means (a) any loss of or damage to property of the Borrower or
any Guarantor that results in the receipt by such Person of proceeds of insurance (other
than from general liability insurance policies) whose Dollar Equivalent exceeds $250,000
(individually or in the aggregate) or (b) any taking of property of the Borrower or
any Guarantor that results in the receipt by such Person of a compensation payment in
respect thereof whose Dollar Equivalent exceeds $250,000 (individually or in the
aggregate).

Proposed
Acquisition means the proposed acquisition by the Borrower or any of its
Wholly-Owned Subsidiaries of all or substantially all of the assets or Stock of any
Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into
the Borrower or any Wholly-Owned Subsidiary of the Borrower (and, in the case of a merger
with the Borrower, with the Borrower being the surviving corporation).

Proposed
Acquisition Target means any Person or any operating division thereof subject to
a Proposed Acquisition.

Proposed
Change has the meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).

Purchasing
Lender has the meaning specified in Section 11.7 (Sharing of Payments,
Etc.).

Qualified
Hedging Contracts means each Hedging Contract to which the Borrower or any
Subsidiary of the Borrower is a party that is not a Loan Document.

Ratable
Portion or (other than in the expression equally and ratably)
ratably means, with respect to any Lender, (a) with respect to the
Revolving Credit Facility, the percentage obtained by dividing (i) the Revolving
Credit Commitment of such Lender by (ii) the aggregate Revolving Credit Commitments
of all Lenders (or, at any time after the Revolving Credit Termination Date, the
percentage obtained by dividing the aggregate outstanding principal balance of the
Revolving Credit Outstandings owing to such Lender by the aggregate outstanding principal
balance of the Revolving Credit Outstandings owing to all Lenders) and (b) with
respect to the Term Loan Facility, the percentage obtained by dividing (i) the Term
Loan Commitment of such Lender by (ii) the aggregate Term Loan Commitments of all
Lenders (or, at any time after the Closing Date, the percentage obtained by dividing the
principal amount of such Lenders Term Loans by the aggregate Term Loans of all
Lenders).

Real
Property of any Person means the Land of such Person, together with the right,
title and interest of such Person, if any, in and to the streets, the Land lying in the
bed of any streets, roads or avenues, opened or proposed, in front of, the air space and
development rights pertaining to the Land and the right to use such air space and
development rights, all rights of way, privileges, liberties, tenements, hereditaments and
appurtenances belonging or in any way appertaining thereto, all fixtures, all easements
now or hereafter benefiting the Land and all royalties and rights appertaining to the use
and enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil and
gas rights, together with all of the buildings and other improvements now or hereafter
erected on the Land and any fixtures appurtenant thereto.

Register
has the meaning specified in Section 11.2(c) (Assignments and Participations).

Regulatory
Letter shall mean regulatory action taken by the FDA in the form of a letter,
pursuant to discovery of any major violation of the Food, Drug, and Cosmetic Act and other
related rules and regulations.

Reimbursement
Date has the meaning specified in Section 2.3(h) (Letters of Credit).

Reimbursement Obligations
means, as and when matured, the obligation of the Borrower to pay, on the date payment is
made or scheduled to be made to the beneficiary under each such Letter of Credit (or at
such other date as may be specified in the applicable Letter of Credit Reimbursement
Agreement) and in the currency drawn (or in such other currency as may be specified in the
applicable Letter of Credit Reimbursement Agreement), all amounts of each drafts and other
requests for payments drawn under Letters of Credit, and all other matured reimbursement
or repayment obligations of the Borrower to any Issuer with respect to amounts drawn under
Letters of Credit.

Reinvestment
Deferred Amount means, with respect to any Net Cash Proceeds of any Reinvestment
Event, the portion of such Net Cash Proceeds subject to a Reinvestment Notice.

Reinvestment
Event means any Asset Sale or Property Loss Event in respect of which the
Borrower has delivered a Reinvestment Notice.

Reinvestment
Notice means a written notice executed by a Responsible Officer of the Borrower
stating that no Default or Event of Default has occurred and is continuing and that the
Borrower (directly or indirectly through one of its Subsidiaries) intends and expects to
use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Property Loss
Event to acquire replacement assets useful in its or one of its Subsidiaries
businesses or, in the case of a Property Loss Event, to effect repairs.

Reinvestment
Prepayment Amount means, with respect to any Net Cash Proceeds of any
Reinvestment Event, the Reinvestment Deferred Amount for such Net Cash Proceeds
less any amount expended or required to be expended pursuant to a Contractual
Obligation entered into prior to the relevant Reinvestment Prepayment Date for such Net
Cash Proceeds to acquire, to the extent otherwise permitted hereunder, replacement assets
useful in the business of the Borrower or any of its Subsidiaries or, in the case of a
Property Loss Event, to effect repairs.

Reinvestment
Prepayment Date means, with respect to any Net Cash Proceeds of any Reinvestment
Event, the earlier of (a) the date occurring 180 days after such Reinvestment Event
and (b) the date that is five Business Days after the date on which the Borrower
shall have notified the Administrative Agent of the Borrowers determination not to
acquire replacement assets useful in the Borrowers or a Subsidiarys business
(or, in the case of a Property Loss Event, not to effect repairs) with all or any portion
of the relevant Reinvestment Deferred Amount for such Net Cash Proceeds.

Related
Documents means the Merger Agreement, the Existing Senior Subordinated
Indenture, the Senior Subordinated Notes Indenture and each other document and instrument
executed with respect to either thereof.

Related
Party means, with respect to any Person, (i) any spouse or immediate family
member of such Person or (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners, members or other Persons beneficially
holding an 80% or more controlling interest of which consist of the Principal and/or such
other Persons referred to in the immediately preceding clause (i).

Release
means, with respect to any Person, any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case,
of any Contaminant into the indoor or outdoor environment or into or out of any property
owned, leased or operated by such Person, including the movement of Contaminants through
or in the air, soil, surface water, ground water or property.

Remaining
Notes means any Existing Senior Subordinated Notes that remain outstanding after
giving effect to the purchase of such Existing Senior Subordinated Notes pursuant to
applicable Tender Offer with respect thereto.

Remaining
Notes Repurchase means the repurchase by the Borrower of the Remaining Notes.

Remedial
Action means all actions required to (a) clean up, remove, treat or in any
other way address any Contaminant in the indoor or outdoor environment, (b) prevent
the Release or threat of Release or minimize the further Release so that a Contaminant
does not migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment or (c) perform pre-remedial studies and investigations
and post-remedial monitoring and care.

Requirement
of Law means, with respect to any Person, the common law and all federal, state,
local and foreign laws, treaties, statutes, rules and regulations, standards, guides,
policies, orders, judgments, decrees and other determinations of, concessions, grants,
franchises, licenses and other Contractual Obligations with, any Governmental Authority or
arbitrator, applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

Requisite
Lenders means, collectively, Lenders having more than fifty percent (50%) of the
sum of (a) the aggregate outstanding amount of the Revolving Credit Commitments or,
after the Revolving Credit Termination Date, the aggregate Revolving Credit Outstandings
and (b) the aggregate outstanding amount of the Term Loan Commitments or, after the
Closing Date, the principal amount of all Term Loans then outstanding. A Non-Funding
Lender shall not be included in the calculation of Requisite Lenders.

Requisite
Revolving Credit Lenders shall mean Revolving Credit Lenders having more than
fifty percent (50%) of the aggregate outstanding amount of the Revolving Credit
Commitments or, after the Revolving Credit Termination Date, fifty percent (50%) of the
aggregate Revolving Credit Outstandings. A Non-Funding Lender shall not be included in the
calculation of Requisite Revolving Credit Lenders.

Requisite
Term Loan Lenders means Term Loan Lenders having more than fifty percent (50%)
of the aggregate outstanding amount of the Term Loan Commitments or, after the Closing
Date, fifty percent (50%) of the principal amount of all Term Loans then outstanding.

Responsible
Financial Officer means, with respect to any Person, the chief financial officer
or treasurer of such Person.

Responsible
Officer means, with respect to any Person, any of the principal executive
officers, managing members or general partners of such Person but, in any event, with
respect to financial matters, the chief financial officer, treasurer or controller of such
Person.

Restricted
Payment means (a) any dividend, distribution or any other payment whether
direct or indirect, on account of any Stock or Stock Equivalent of the Borrower or any of
its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any Stock or Stock Equivalent of the Borrower or any of its Subsidiaries now
or hereafter outstanding.

Revolving
Credit Borrowing means Revolving Loans made on the same day by the Revolving
Credit Lenders ratably according to their respective Revolving Credit Commitments.

Revolving
Credit Commitment means, with respect to each Revolving Credit Lender, the
commitment of such Revolving Credit Lender to make Revolving Loans and acquire interests
in other Revolving Credit Outstandings in the aggregate principal amount outstanding not
to exceed the amount set forth opposite such Revolving Credit Lenders name on
Schedule I (Commitments) under the caption Revolving Credit
Commitment, as amended to reflect each Assignment and Acceptance executed by
such Revolving Credit Lender and as such amount may be reduced pursuant to this Agreement.

Revolving
Credit Facility means the Revolving Credit Commitments and the provisions herein
related to the Revolving Loans and Letters of Credit.

Revolving
Credit Lender means each Lender having a Revolving Credit Commitment.

Revolving Credit
Note means a promissory note of the Borrower payable to the order of any
Revolving Credit Lender in a principal amount equal to the amount of such Revolving Credit
Lenders Revolving Credit Commitment evidencing the aggregate Indebtedness of the
Borrower to such Revolving Credit Lender resulting from the Revolving Loans owing to such
Revolving Credit Lender.

Revolving
Credit Outstandings means, at any particular time, the sum of (a) the
principal amount of the Revolving Loans outstanding at such time and (b) the Letter
of Credit Obligations outstanding at such time.

Revolving
Credit Termination Date shall mean the earliest of (a) the Scheduled
Termination Date, (b) the date of termination of all of the Revolving Credit
Commitments pursuant to Section 2.4 (Reduction and Termination of the Revolving Credit
Commitments) and (c) the date on which the Obligations become due and payable
pursuant to Section 9.2 (Remedies).

Revolving
Loan has the meaning specified in Section 2.1 (The Commitments).

S&P
means Standard & Poors Rating Services.

Sarbanes-Oxley
Act means the United States Sarbanes-Oxley Act of 2002.

Scheduled
Termination Date means the fifth (5th) anniversary of the Closing Date.

Section
305 Notices shall mean any notice which is required to be given by the Secretary
of the Department of Health and Human Services of the United States of America to any
Person against whom a criminal proceeding is contemplated for a violation of the Federal
Food, Drug and Cosmetic Act.

Secured
Obligations means, in the case of the Borrower, the Obligations, and, in the
case of any other Loan Party, the obligations of such Loan Party under the Guaranty and
the other Loan Documents to which it is a party.

Secured
Parties means the Lenders, the Issuers, the Administrative Agent and any other
holder of any Secured Obligation.

Securities
Account has the meaning given to such term in the UCC.

Securities Intermediary
has the meaning given to such term in the UCC.

Security
means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note or
other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated,
or any certificate of interest, share or participation in, any temporary or interim
certificate for the purchase or acquisition of, or any right to subscribe to, purchase or
acquire, any of the foregoing, but shall not include any evidence of the Obligations.

Selling
Lender has the meaning specified in Section 11.7 (Sharing of Payments,
Etc.).

Senior
Subordinated Notes has the meaning specified in the recitals to this Agreement.

Senior Subordinated
Notes Indenture means the indenture, dated as of June 30, 2003, between the
Borrower, as issuer, and The Bank of New York, as trustee, pursuant to which the Senior
Subordinated Notes are issued.

Solvent
means, with respect to any Person as of any date of determination, that, as of such date,
(a) the value of the assets of such Person (both at fair value and present fair
saleable value) is greater than the total amount of liabilities (including contingent and
unliquidated liabilities) of such Person, (b) such Person is able to pay all
liabilities of such Person as such liabilities mature and (c) such Person does not
have unreasonably small capital. In computing the amount of contingent or unliquidated
liabilities at any time, such liabilities shall be computed at the amount that, in light
of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

Sources
and Uses of Funds means the estimated sources and uses of funds necessary to
consummate the Transactions on the Closing Date as set forth on Schedule III
(Sources and Uses of Funds).

Special
Purpose Vehicle means any special purpose funding vehicle identified as such in
writing by any Lender to the Administrative Agent.

Stock
means (a) in the case of a corporation, shares of capital stock (whether denominated
as common stock or preferred stock), (b) in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (c) in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership interests and
(d) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all the foregoing any debt securities convertible into Stock, whether or
not such debt securities include any right of participation with the Stock.

Stock
Equivalents means all securities convertible into or exchangeable for Stock and
all warrants, options or other rights to purchase or subscribe for any Stock, whether or
not presently convertible, exchangeable or exercisable.

Subsidiary
means, with respect to any Person, any corporation, partnership, limited liability company
or other business entity of which an aggregate of 50% or more of the outstanding Voting
Stock is, at the time, directly or indirectly, owned or controlled by such Person or one
or more Subsidiaries of such Person.

Substitute
Institution has the meaning specified in Section 2.16 (Substitution of
Lenders).

Substitution
Notice has the meaning specified inSection 2.16 (Substitution of
Lenders).

Syndication
Agent has the meaning specified in the preamble to this Agreement.

Synthetic
Lease means a financing arrangement that combines the off-balance sheet
characteristics of an operating lease (by satisfying the FASB-13 requirements for an
operating lease) with the tax and economic characteristics of conventional debt financing
which allows the synthetic lessee to take depreciation on a capital asset for federal
income tax purposes as an owner.

Tax
Affiliate means, with respect to any Person, (a) any Subsidiary of such
Person, and (b) any Affiliate of such Person with which such Person files or is
eligible to file consolidated, combined or unitary tax returns.

Tax
Return has the meaning specified in Section 4.8(a) (Taxes).

Taxes
has the meaning specified in Section 2.15(a) (Taxes).

Tender
Offer means, collectively, each tender offer and consent solicitation, pursuant
to which (i) each applicable Existing Indenture was amended as provided therein and (ii)
the following Indebtedness of ALARIS Medical and ALARIS Medical Systems, as applicable, in
existence before the Closing Date, will be repurchased in an aggregate amount that is not
less than the amount set forth below for each such series of Indebtedness:

(a)       
          an aggregate amount of not less than 66-?% of the Existing Secured Notes;

(b)       
          an aggregate amount of not less than 66-?% of the Existing Senior Subordinated
          Notes; and

(c)       
          an aggregate amount of not less than 66-?% of the Existing Senior Discount
          Notes.

Term
Loan has the meaning specified in Section 2.1(b) (The Commitments).

Term Loan
Borrowing means Term Loans made on the same day by the Term Loan Lenders ratably
according to their respective Term Loan Commitments.

Term
Loan Commitment means, with respect to each Term Loan Lender, the commitment of
such Lender to make Term Loans to the Borrower in the aggregate principal amount
outstanding not to exceed the amount set forth opposite such Lenders name on
Schedule I (Commitments) under the caption Term Loan
Commitment as amended to reflect each Assignment and Acceptance executed by such
Lender and as such amount may be reduced pursuant to this Agreement.

Term
Loan Facility means the Term Loan Commitments and the provisions herein related
to the Term Loans.

Term
Loan Lender means each Lender having a Term Loan Commitment.

Term Loan
Maturity Date means the sixth (6th) anniversary of the Closing Date.

Term
Loan Note means a promissory note of the Borrower payable to the order of any
Term Loan Lender in a principal amount equal to the amount of such Lenders Term Loan
Commitment evidencing the Indebtedness of the Borrower to such Lender resulting from the
Term Loan owing to such Lender.

Title IV
Plan means a pension plan, other than a Multiemployer Plan, covered by
Title IV of ERISA and to which the Borrower any of its Subsidiaries or any ERISA
Affiliate has any obligation or liability, contingent or otherwise.

Tooling
Arrangements means, collectively, the arrangements or other Contractual
Obligations pursuant to which the Borrower or its Subsidiaries make certain tooling
equipment and testing fixtures available to Persons other than the Loan Parties for use by
such other Persons in the manufacture by such other Persons of the products of the
Borrower or its Subsidiaries.

Transactions
means the following transactions, together with all transactions contemplated thereby and
in the Loan Documents: (i) the Merger, (ii) the Equity Offering, (iii) the Notes Offering,
(iv) the Borrowing of the Loans and the making of the other financial accommodations
hereunder to the Loan Parties, (v) the Tender Offer, and (vi) the consummation of the
Remaining Notes Repurchase, promptly upon such Remaining Notes Repurchase being permitted
under the Existing Senior Subordinated Indenture.

UCC
has the meaning specified in the Pledge and Security Agreement.

Unused
Commitment Fee has the meaning specified in Section 2.11(a) (Fees).

Voting Stock
of any Person at any date means Stock of such Person that at the time is entitled to vote
in the election of the Board of Directors of any such Person.

Warning
Letter shall mean a letter issued by the FDA for any violation of regulatory
significance.

Wholly-Owned
Subsidiary of any Person means any Subsidiary of such Person, all of the Stock
of which (other than directors qualifying shares, as may be required by law) is
owned by such Person, either directly or indirectly through one or more Wholly-Owned
Subsidiaries of such Person.

Withdrawal
Liability means, with respect to the Borrower or any of its Subsidiaries at any
time, the aggregate liability incurred (whether or not assessed) with respect to all
Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in
contributions required to be made pursuant to Section 4243 of ERISA.

Working
Capital means, for any Person at any date, the amount, if any, by which the
Consolidated Current Assets of such Person at such date exceeds the Consolidated Current
Liabilities of such Person at such date.

Section 1.2  Computation
of Time Periods

In
this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word from means from and including and
the words to and until each mean to but
excluding and the word through means to and
including.

Section 1.3  Accounting
Terms and Principles

(a)    
          Except as set forth below, all accounting terms not specifically defined herein
          shall be construed in conformity with GAAP and all accounting determinations
          required to be made pursuant hereto (including for purpose of measuring
          compliance with Article V (Financial Covenants) shall, unless expressly
          otherwise provided herein, be made in conformity with GAAP.

(b)    
          If any change in the accounting principles used in the preparation of the most
          recent Financial Statements referred to in Section 6.1 (Financial
          Statements) is hereafter required or permitted by the rules, regulations,
          pronouncements and opinions of the Financial Accounting Standards Board or the
          American Institute of Certified Public Accountants (or any successors thereto)
          and such change is adopted by the Borrower with the agreement of the
          Borrowers Accountants and results in a change in any of the calculations
          required byArticle V (Financial Covenants)orVIII (Negative
          Covenants)that would not have resulted had such accounting change not
          occurred, the parties hereto agree to enter into negotiations in order to amend
          such provisions so as to equitably reflect such change such that the criteria
          for evaluating compliance with such covenants by the Borrower shall be the same
          after such change as if such change had not been made; provided,
          however, that no change in GAAP that would affect a calculation that
          measures compliance with any covenant contained inArticle V (Financial
          Covenants)orVIII (Negative Covenants)shall be given effect until
          such provisions are amended to reflect such changes in GAAP.

(c)    
          For purposes of making all financial calculations to determine compliance with
          Article V (Financial Covenants),all components of such
          calculations shall be adjusted to include or exclude, as the case may be,
          without duplication, such components of such calculations attributable to any
          business or assets that have been acquired by the Borrower or any of its
          Subsidiaries (including through Permitted Acquisitions) after the first day of
          the applicable period of determination and prior to the end of such period, as
          determined in good faith by the Borrower on a Pro Forma Basis.

(d)    
          For purposes of calculating Interest Expense, Cash Interest Expense and Non-Cash
          Interest Expense, for the Fiscal Quarters ending on or about September 30, 2003,
          December 31, 2003 and March 31, 2004, Interest Expense, Cash Interest Expense
          and Non-Cash Interest Expense for the applicable period shall be deemed to equal
          the Interest Expense, Cash Interest Expense and Non-Cash Interest Expense, as
          applicable, for such Fiscal Quarter (and each Fiscal Quarter commencing on or
          after July 1, 2003) multipliedby 4, 2 and 4/3 respectively.

Section 1.4  Conversion of
Foreign Currencies

(a)    
          Financial Covenant Debt.Financial Covenant Debt denominated in any
          currency other than Dollars shall be calculated using the Dollar Equivalent
          thereof as of the date of the Financial Statements on which such Financial
          Covenant Debt is reflected.

(b)    
          Dollar Equivalents. The Administrative Agent shall determine the Dollar
          Equivalent of any amount as required hereby, and a determination thereof by the
          Administrative Agent shall be conclusive absent manifest error. The
          Administrative Agent may, but shall not be obligated to, rely on any
          determination made by any Loan Party in any document delivered to the
          Administrative Agent. The Administrative Agent may determine or redetermine the
          Dollar Equivalent of any amount on any date either in its own discretion or upon
          the request of any Lender or Issuer. For purposes of Section 8.1
          (Indebtedness) and Section 8.4 (Sale of Assets), determination of the
          Dollar Equivalent of any amount shall be made as of the date of incurrence of
          the applicable Indebtedness or the consummation of the applicable Asset Sale.

(c)    
          Rounding-Off. The Administrative Agent may set up appropriate rounding
          off mechanisms or otherwise round-off amounts hereunder to the nearest higher or
          lower amount in whole Dollar or cent to ensure amounts owing by any party
          hereunder or that otherwise need to be calculated or converted hereunder are
          expressed in whole Dollars or in whole cents, as may be necessary or
          appropriate.

Section 1.5  Certain Terms

(a)    
          The terms herein, hereof,
          hereto and hereunder and similar terms
          refer to this Agreement as a whole and not to any particular Article, Section,
          subsection or clause in, this Agreement.

(b)    
          Unless otherwise expressly indicated herein, (i) references in this
          Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer
          to the appropriate Exhibit or Schedule to, or Article, Section, clause or
          sub-clause in this Agreement and (ii) the words above
          and below, when following a reference to a clause or a
          sub-clause of any Loan Document, refer to a clause or sub-clause within,
          respectively, the same Section or clause.

(c)    
          Each agreement defined in this Article I shall include all appendices,
          exhibits and schedules thereto. Unless the prior written consent of the
          Requisite Lenders is required hereunder for an amendment, restatement,
          supplement or other modification to any such agreement and such consent is not
          obtained, references in this Agreement to such agreement shall be to such
          agreement as so amended, restated, supplemented or modified.

(d)    
          References in this Agreement to any statute shall be to such statute as amended
          or modified from time to time and to any successor legislation thereto, in each
          case as in effect at the time any such reference is operative.

(e)    
          The term including when used in any Loan Document means
          including without limitation except when used in the computation of
          time periods.

(f)    
          The terms Lender, Issuer and
          Administrative Agent include, without limitation, their
          respective successors.

(g)    
          Upon the appointment of any successor Administrative Agent pursuant to
          Section 10.7 (Successor Administrative Agent), references to
          Citicorp in Section 10.4 (The Agents Individually) and to Citibank
          in the definitions of Base Rate, Dollar Equivalent, and Eurodollar Rate shall be
          deemed to refer to the financial institution then acting as the Administrative
          Agent or one of its Affiliates if it so designates.

# ARTICLE II

# THE FACILITIES

Section 2.1  The
Commitments

(a)    
          Revolving Credit Commitments. On the terms and subject to the conditions
          contained in this Agreement, each Revolving Credit Lender severally agrees to
          make loans in Dollars (each a Revolving Loan) to the Borrower
          from time to time on any Business Day during the period from the date hereof
          until the Revolving Credit Termination Date in an aggregate principal amount at
          any time outstanding for all such loans by such Revolving Credit Lender not be
          exceed such Revolving Credit Lenders Revolving Credit Commitment;
          provided, however, that at no time shall any Revolving Credit
          Lender be obligated to make a Revolving Loan in excess of such Revolving Credit
          Lenders Ratable Portion of the Available Credit. Within the limits of the
          Revolving Credit Commitment of each Revolving Credit Lender, amounts of
          Revolving Loans repaid may be reborrowed under this Section 2.1.

(b)    
          Term Loan Commitments. On the terms and subject to the conditions
          contained in this Agreement, each Term Loan Lender severally agrees to make a
          loan (each a Term Loan) in Dollars to the Borrower on the
          Closing Date, in an amount not to exceed such Lenders Term Loan
          Commitment. Amounts of Term Loans prepaid may not be reborrowed.

Section 2.2  Borrowing
Procedures

(a)    
          Each Revolving Credit Borrowing shall be made on notice given by the Borrower to
          the Administrative Agent not later than 11:00 a.m. (New York time)
          (i) on the date of the proposed Revolving Credit Borrowing, in the case of
          a Revolving Credit Borrowing of Base Rate Loans, and (ii) three Business
          Days, in the case of a Revolving Credit Borrowing of Eurodollar Rate Loans,
          prior to the date of the proposed Revolving Credit Borrowing. Any Revolving
          Credit Borrowing made on the Closing Date shall be of Base Rate Loans. Each such
          notice shall be in substantially the form ofExhibit C (Form of Notice of
          Borrowing)(a Notice of Borrowing), specifying
          (A) the date of such proposed Revolving Credit Borrowing, (B) the
          aggregate amount of such proposed Revolving Credit Borrowing, (C) whether
          any portion of the proposed Revolving Credit Borrowing will be of Base Rate
          Loans or Eurodollar Rate Loans and (D) the initial Interest Period or
          Periods for any such Eurodollar Rate Loans. The Revolving Loans shall be made as
          Base Rate Loans unless, subject toSection 2.13 (Special Provisions Governing
          Eurodollar Rate Loans)the Notice of Borrowing specifies that all or a
          portion thereof shall be Eurodollar Rate Loans. Each Revolving Credit Borrowing
          shall be in an aggregate amount of not less than (unless such Borrowing is of
          the entire remaining portion of the Revolving Credit Facility) $1,000,000 or an
          integral multiple of $100,000 in excess thereof.

(b)    
          The Term Loan Borrowing on the Closing Date shall be made upon receipt of a
          Notice of Borrowing given by the Borrower to the Administrative Agent not later
          than 11:00 a.m. (New York City time) one Business Day prior to the
          Closing Date and shall be a Borrowing of Base Rate Loans. The Notice of
          Borrowing shall specify (A) the Closing Date, (B) the aggregate amount
          of such proposed Term Loan Borrowing and (C) that the proposed Term Loan
          Borrowing will be of Base Rate Loans.

(c)    
          The Administrative Agent shall give to each Lender prompt notice of the
          Administrative Agents receipt of a Notice of Borrowing and, if Eurodollar
          Rate Loans are properly requested in such Notice of Borrowing, the applicable
          interest rate determined pursuant to Section 2.13(a) (Determination of
          Interest Rate). Each Lender shall, before 11:00 a.m. (New York time) on
          the date of the proposed Borrowing, make available to the Administrative Agent
          at its address referred to in Section 11.8 (Notices, Etc.), in
          immediately available funds, such Lenders Ratable Portion of such proposed
          Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1
          (Amendments, Waivers, Etc.) (i) on the Closing Date, of the applicable
          conditions set forth in Section 3.1 (Conditions Precedent to Initial Loans
          and Letters of Credit)and (ii) at any time (including the Closing
          Date), of the applicable conditions set forth in Section 3.2 (Conditions
          Precedent to Each Loan and Letter of Credit), and after the Administrative
          Agents receipt of such funds, the Administrative Agent shall make such
          funds available to the Borrower.

(d)    
          Unless the Administrative Agent shall have received notice from a Lender prior
          to the date of any proposed Borrowing that such Lender will not make available
          to the Administrative Agent such Lenders Ratable Portion of such Borrowing
          (or any portion thereof), the Administrative Agent may assume that such Lender
          has made such Ratable Portion available to the Administrative Agent on the date
          of such Borrowing in accordance with this Section 2.2, and the
          Administrative Agent may, in reliance upon such assumption, make available to
          the Borrower on such date a corresponding amount. If and to the extent that such
          Lender shall not have so made such Ratable Portion available to the
          Administrative Agent, such Lender and the Borrower severally agree to repay to
          the Administrative Agent forthwith on demand such corresponding amount together
          with interest thereon, for each day from the date such amount is made available
          to the Borrower until the date such amount is repaid to the Administrative
          Agent, at (i) in the case of the Borrower, the interest rate applicable at
          the time to the Loans comprising such Borrowing and (ii) in the case of
          such Lender, the Federal Funds Rate for the first Business Day and thereafter at
          the interest rate applicable at the time to the Loans comprising such Borrowing.
          If such Lender shall repay to the Administrative Agent such corresponding
          amount, such corresponding amount so repaid shall constitute such Lenders
          Loan as part of such Borrowing for purposes of this Agreement. If the Borrower
          shall repay to the Administrative Agent such corresponding amount, such payment
          shall not relieve such Lender of any obligation it may have hereunder to the
          Borrower.

(e)    
          The failure of any Lender to make on the date specified any Loan or any payment
          required by it (such Lender being a Non-Funding Lender),
          including any payment in respect of its participation in Letter of Credit
          Obligations, shall not relieve any other Lender of its obligations to make such
          Loan or payment on such date but no such other Lender shall be responsible for
          the failure of any Non-Funding Lender to make a Loan or payment required under
          this Agreement.

Section 2.3  Letters of
Credit

(a)    
        On the terms and subject to the conditions contained in this Agreement, each
          Issuer agrees to Issue at the request of the Borrower and for the account of the
          Borrower one or more Letters of Credit from time to time on any Business Day
          during the period commencing on the Closing Date and ending on the earlier of
          the Revolving Credit Termination Date and 30 days prior to the Scheduled
          Termination Date; provided,however, that no Issuer shall be under
          any obligation to Issue (and, upon the occurrence of any of the events described
          in clauses (ii), (iii), (vii) and (viii)(A)
          below, shall not Issue) any Letter of Credit upon the occurrence of any of the
          following:

(i)    
          any order, judgment or decree of any Governmental Authority or arbitrator shall
          purport by its terms to enjoin or restrain such Issuer from Issuing such Letter
          of Credit or any Requirement of Law applicable to such Issuer or any request or
          directive (whether or not having the force of law) from any Governmental
          Authority with jurisdiction over such Issuer shall prohibit, or request that
          such Issuer refrain from, the Issuance of letters of credit generally or such
          Letter of Credit in particular or shall impose upon such Issuer with respect to
          such Letter of Credit any restriction or reserve or capital requirement (for
          which such Issuer is not otherwise compensated) not in effect on the date of
          this Agreement or result in any unreimbursed loss, cost or expense that was not
          applicable, in effect or known to such Issuer as of the date of this Agreement
          and that such Issuer in good faith deems material to it;

(ii)     such
Issuer shall have received any written notice of the type described in clause (d) below;

(iii)     after
giving effect to the Issuance of such Letter of Credit, the aggregate of           the
Revolving Credit Outstandings would exceed the aggregate of the Revolving
          Credit Commitments in effect at such time;

(iv)     after
giving effect to the Issuance of such Letter of Credit, the sum of  (i) the
Dollar Equivalents of the Letter of Credit Undrawn Amounts at such   time and (ii) the
Dollar Equivalents of the Reimbursement Obligations at           such time exceeds the
Letter of Credit Sublimit;

(v)     any fees
due in connection with a requested Issuance have not been paid;

(vi)     such
Letter of Credit is requested to be denominated in any currency other than
          Dollars; or

(vii)     (A) any
fees due in connection with a requested Issuance have not be paid, (B) such
Letter of Credit is requested to be Issued in a form that is  not acceptable to
such Issuer or (C) the Issuer for such Letter of Credit shall not have
received, in form and substance reasonably acceptable to it and,   if applicable,
duly executed by such Borrower, applications, agreements and other
documentation (collectively, a Letter of Credit Reimbursement Agreement)
such Issuer generally employs in the ordinary course of its business for the
Issuance of letters of credit of the type of such Letter of Credit.

None of the Revolving Credit Lenders
(other than the Issuers in their capacity as such) shall have any obligation to Issue any
Letter of Credit.

(b)     In no
event shall the expiration date of any Letter of Credit (i) be more           than
one year after the date of issuance thereof or (ii) be less than           thirty
days prior to the Scheduled Termination Date; provided, however, that any
Letter of Credit with a term less than or equal to one           year may provide for the
renewal thereof for additional periods less than or           equal to one year, as long
as, (x) on or before the expiration of each such           term and each such
period, the Borrower and/or the Issuer of such Letter or           Credit shall have the
option to prevent such renewal and (y)  the Borrower           shall not permit any
such renewal to extend the expiration date of any Letter of           Credit beyond the
date set forth in clause (ii) above.

(c)     In
connection with the Issuance of each Letter of Credit, the Borrower shall           give
the relevant Issuer and the Administrative Agent at least three Business           Days prior
written notice, in substantially the form of Exhibit D (Form           of Letter of
Credit Request)(or in such other written or electronic form as           is
acceptable to the Issuer), of the requested Issuance of such Letter of Credit
          (a Letter of Credit Request). Such notice shall be
          irrevocable and shall specify the Issuer of such Letter of Credit, the face
          amount of the Letter of Credit requested (which amount shall be denominated in
          Dollars and shall not be less than $50,000), the date of Issuance of such
          requested Letter of Credit, the date on which such Letter of Credit is to
expire           (which date shall be a Business Day) and, in the case of each Issuance,
the           Person for whose benefit the requested Letter of Credit is to be issued.
Such           notice, to be effective, must be received by the relevant Issuer and the
          Administrative Agent not later than 11:00 a.m. (New York time) on the
third           Business Day prior to the requested Issuance of such Letter of Credit.

(d)     Subject
to the satisfaction of the conditions set forth in this Section 2.3the relevant
Issuer shall, on the requested date, Issue a Letter of Credit           on behalf of the
Borrower in accordance with such Issuers usual and           customary business
practices. No Issuer shall Issue any Letter of Credit in the           period commencing
on the first Business Day after it receives written notice           from any Lender that
one or more of the conditions precedent contained in Section 3.2 (Conditions Precedent
to Each Loan and Letter of Credit)or clause (a)above (other than those
conditions set forth in clauses  (a)(viii)(B) and (C) above and, to
the extent such           clause relates to fees owing to the Issuer of such Letter of
Credit and its           Affiliates, clause (a)(viii)(A) above) are not on
such date           satisfied or duly waived and ending when such conditions are
satisfied or duly           waived. No Issuer shall otherwise be required to determine
that, or take notice           whether, the conditions precedent set forth in Section
3.2 (Conditions           Precedent to Each Loan and Letter of Credit) have been
satisfied in           connection with the Issuance of any Letter of Credit.

(e)     The
Borrower agrees that, if requested by the Issuer of any Letter of Credit, it
          shall execute a Letter of Credit Reimbursement Agreement in respect to any
          Letter of Credit Issued hereunder. In the event of any conflict between the
          terms of any Letter of Credit Reimbursement Agreement and this Agreement, the
          terms of this Agreement shall govern.

(f)     Each
Issuer shall comply with the following:

(i)     
          give the Administrative Agent written notice (or telephonic notice confirmed
          promptly thereafter in writing), which writing may be a telecopy or electronic
          mail, of the Issuance of any Letter of Credit Issued by it, of all drawings
          under any Letter of Credit Issued by it and of the payment (or the failure to
          pay when due) by the Borrower of any Reimbursement Obligation when due (which
          notice the Administrative Agent shall promptly transmit by telecopy, electronic
          mail or similar transmission to each Revolving Credit Lender);

(ii)     upon
the request of any Revolving Credit Lender, furnish to such Revolving           Credit
Lender copies of any Letter of Credit Reimbursement Agreement to which           such
Issuer is a party and such other documentation as may reasonably be           requested
by such Revolving Credit Lender; and

(iii)     no
later than 10 Business Days following the last day of each calendar month,
          provide to the Administrative Agent (and the Administrative Agent shall provide
          a copy to each Revolving Credit Lender requesting the same) and the Borrower
          separate schedules for each type of Letter of Credit issued by it, in form and
          substance reasonably satisfactory to the Administrative Agent, setting forth
the           aggregate Letter of Credit Obligations, in each case outstanding at the end
of           each month and any information requested by the Borrower or the
Administrative           Agent relating thereto.

(g)     Immediately
upon the issuance by an Issuer of a Letter of Credit in accordance           with the
terms and conditions of this Agreement, such Issuer shall be deemed to           have
sold and transferred to each Revolving Credit Lender, and each Revolving           Credit
Lender shall be deemed irrevocably and unconditionally to have purchased           and
received from such Issuer, without recourse or warranty, an undivided           interest
and participation, to the extent of such Revolving Credit Lenders           Ratable
Portion of the Revolving Credit Commitments, in such Letter of Credit           and the
obligations of the Borrower with respect thereto (including all Letter           of
Credit Obligations with respect thereto) and any security therefor and           guaranty
pertaining thereto.

(h)     The
Borrower agrees to pay to the Issuer of any Letter of Credit the amount of           all
Reimbursement Obligations owing to such Issuer under any Letter of Credit
          issued for its account no later than the date that is the next succeeding
          Business Day after the Borrower receives written notice from such Issuer that
          payment has been requested by the beneficiary thereof and such payment shall be
          made by such Issuer under such Letter of Credit (the Reimbursement
          Date), irrespective of any claim, set-off, defense or other right
that           the Borrower may have at any time against such Issuer or any other Person.
In           the event that any Issuer makes any payment under any Letter of Credit and
the           Borrower shall not have repaid such amount to such Issuer pursuant to this
clause (h) or any such payment by the Borrower is rescinded or set
          aside for any reason, such Reimbursement Obligation shall be payable on demand
          with interest thereon computed (i) from the date on which such
          Reimbursement Obligation arose to the Reimbursement Date, at the rate of
          interest applicable during such period to Revolving Loans that are Base Rate
          Loans and (ii) from the Reimbursement Date until the date of repayment in
          full, at the rate of interest applicable during such period to past due
          Revolving Loans that are Base Rate Loans, and such Issuer shall promptly notify
          the Administrative Agent, which shall promptly notify each Revolving Credit
          Lender of such failure, and each Revolving Credit Lender shall promptly and
          unconditionally pay to the Administrative Agent for the account of such Issuer
          the amount of such Revolving Credit Lenders Ratable Portion of such
          payment (or the Dollar Equivalent thereof if such payment was made in any
          currency other than Dollars) in immediately available Dollars. If the
          Administrative Agent so notifies such Revolving Credit Lender prior to
          11:00 a.m. (New York time) on any Business Day, such Revolving Credit
          Lender shall make available to the Administrative Agent for the account of such
          Issuer its Ratable Portion of the amount of such payment on such Business Day
in           immediately available funds. Upon such payment by a Revolving Credit Lender,
          such Revolving Credit Lender shall, except during the continuance of a Default
          or Event of Default under Section 9.1(f) (Events of Default) and
          notwithstanding whether or not the conditions precedent set forth in Section
          3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have
been           satisfied (which conditions precedent the Revolving Credit Lenders hereby
          irrevocably waive), be deemed to have made a Revolving Loan to the Borrower in
          the principal amount of such payment. Whenever any Issuer receives from the
          Borrower a payment of a Reimbursement Obligation as to which the Administrative
          Agent has received for the account of such Issuer any payment from a Revolving
          Credit Lender pursuant tothisclause (h), such Issuer shall
          pay over to the Administrative Agent any amount received in excess of such
          Reimbursement Obligation and, upon receipt of such amount, the Administrative
          Agent shall promptly pay over to each Revolving Credit Lender, in immediately
          available funds, an amount equal to such Revolving Credit Lenders Ratable
          Portion of the amount of such payment adjusted, if necessary, to reflect the
          respective amounts the Revolving Credit Lenders have paid in respect of such
          Reimbursement Obligation.

(i)     If and
to the extent such Revolving Credit Lender shall not have so made its           Ratable
Portion of the amount of the payment required by clause (h)          available
to the Administrative Agent for the account of such Issuer, such           Revolving
Credit Lender agrees to pay to the Administrative Agent for the           account of such
Issuer forthwith on demand any such unpaid amount together with           interest
thereon, for the first Business Day after payment was first due at the           Federal
Funds Rate and, thereafter, until such amount is repaid to the           Administrative
Agent for the account of such Issuer, at a rate per annum equal           to the rate
applicable to Base Rate Loans under the Facility.

(j)     The
Borrowers obligation to pay each Reimbursement Obligation and the
          obligations of the Revolving Credit Lenders to make payments to the
          Administrative Agent for the account of the Issuers with respect to Letters of
          Credit 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, including the occurrence of any Default or Event of
          Default, and irrespective of any of the following:

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

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

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

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

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

(vi)     any
other act or omission to act or delay of any kind of the Issuer, the           Lenders,
the Administrative Agent or any other Person or any other event or           circumstance
whatsoever, whether or not similar to any of the foregoing, that           might, but for
the provisions of this Section 2.3, constitute a legal or           equitable
discharge of the Borrowers obligations hereunder.

Any action taken or omitted to be
taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or
omitted in the absence of gross negligence or willful misconduct, shall not result in any
liability of such Issuer to the Borrower or any Lender. In determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof, the
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the
contrary and, in making any payment under any Letter of Credit, the Issuer may rely
exclusively on the documents presented to it under such Letter of Credit as to any and all
matters set forth therein, including reliance on the amount of any draft presented under
such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals
the amount of such draft and whether or not any document presented pursuant to such Letter
of Credit proves to be insufficient in any respect, if such document on its face appears
to be in order, and whether or not any other statement or any other document presented
pursuant to such Letter of Credit proves to be forged or invalid or any statement therein
proves to be inaccurate or untrue in any respect whatsoever, and any noncompliance in any
immaterial respect of the documents presented under such Letter of Credit with the terms
thereof shall, in each case, be deemed not to constitute willful misconduct or gross
negligence of the Issuer.

Section 2.4  Reduction and
Termination of the Revolving Credit Commitments

(a)    
          The Borrower may, upon at least three Business Days prior notice to the
          Administrative Agent and at the end of any applicable Interest Period (or at
          other times with the payment of applicable amounts as provided in Section
          2.13 (Special Provisions Governing Eurodollar Rate Loans), terminate in
          whole or reduce in part ratably the unused portions of the respective Revolving
          Credit Commitments of the Revolving Credit Lenders; provided,however, that each partial reduction shall be in an aggregate amount of not
          less than $1,000,000 or an integral multiple of $100,000 in excess thereof;
          provided, further, however, that if any reduction of such
          Revolving Credit Commitments results in a prepayment of any Eurodollar Rate Loan
          being made by the Borrower on a date other than the last day of an Interest
          Period for such Loans being prepaid, the Borrower shall also pay any amount
          owing pursuant to Section 2.13(e) (Breakage Costs).

(b)    
          Subject to Section 2.8(a) (Mandatory Prepayments), the then current
          Revolving Credit Commitments shall be reduced on each date on which a prepayment
          of Revolving Loans is made pursuant to Section 2.8(a) or (b)
          (Mandatory Prepayments) or would be required to be made had the
          outstanding Revolving Loans equaled the Revolving Credit Commitments then in
          effect, in each case in the amount of such prepayment (or deemed prepayment)
          (and the Revolving Credit Commitment of each Revolving Credit Lender shall be
          reduced by its Ratable Portion of such amount).

Section 2.5  Repayment of
Loans

(a)    
          The Borrower promises to repay the entire unpaid principal amount of the
          Revolving Loans on the Scheduled Termination Date or earlier, if otherwise
          required by the terms hereof.

(b)    
          The Borrower promises to repay the Term Loans in quarterly installments payable
          on each date set forth below, each in an amount equal to the amount set forth
          below opposite such date:

|DATE               | AMOUNT OF PRINCIPAL ($)
|------------------ | -----------------------
|September 30, 2003 | $612,500               
|December 31, 2003  | $612,500               
|March 31, 2004     | $612,500               
|June 30, 2004      | $612,500               
|September 30, 2004 | $612,500               
|December 31, 2004  | $612,500               
|March 31, 2005     | $612,500               
|June 30, 2005      | $612,500               
|September 30, 2005 | $612,500               
|December 31, 2005  | $612,500               
|March 31, 2006     | $612,500               
|June 30, 2006      | $612,500               
|September 30, 2006 | $612,500               
|December 31, 2006  | $612,500               
|March 31, 2007     | $612,500               
|June 30, 2007      | $612,500               
|September 30, 2007 | $612,500               
|December 31, 2007  | $612,500               
|March 31, 2008     | $612,500               
|June 30, 2008      | $612,500               
|September 30, 2008 | $612,500               
|December 31, 2008  | $612,500               
|March 31, 2009     | $612,500               
|June 30, 2009      | $230,912,500           

provided, however,that the
Borrower shall repay the entire unpaid principal amount of the Term Loans on the Term Loan
Maturity Date.

Section 2.6  Evidence of
Debt

(a)    
          Each Lender shall maintain in accordance with its usual practice an account or
          accounts evidencing Indebtedness of the Borrower to such Lender resulting from
          each Loan of such Lender from time to time, including the amounts of principal
          and interest payable and paid to such Lender from time to time under this
          Agreement.

(b)    
          The Administrative Agent shall maintain accounts in accordance with its usual
          practice in which it shall record (i) the amount of each Loan made and, if
          a Eurodollar Rate Loan, the Interest Period applicable thereto, (ii) the
          amount of any principal or interest due and payable by the Borrower to each
          Lender hereunder and (iii) the amount of any sum received by the
          Administrative Agent hereunder from the Borrower, whether such sum constitutes
          principal or interest (and the type of Loan to which it applies), fees, expenses
          or other amounts due under the Loan Documents and each Lenders share
          thereof, if applicable.

(c)    
          The entries made in the accounts maintained pursuant to clauses (a)
          and (b) above shall, to the extent permitted by applicable law, be prima
          facie evidence of the existence and amounts of the obligations recorded therein;
          provided, however, 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 obligations of the Borrower to repay the Loans in accordance with
          their terms.

(d)    
          Notwithstanding any other provision of the Agreement, in the event that any
          Lender requests that the Borrower execute and deliver a promissory note or notes
          payable to such Lender in order to evidence the Indebtedness owing to such
          Lender by the Borrower hereunder, the Borrower shall promptly execute and
          deliver a Note or Notes to such Lender evidencing any Term Loans and Revolving
          Loans, as the case may be, of such Lender, substantially in the forms of
          Exhibit B-1 (Form of Revolving Credit Note) or
          Exhibit B-2 (Form of Term Note), respectively.

Section 2.7  Optional
Prepayments

(a)    
          Revolving Loans. The Borrower may, at any time, prepay the outstanding
          principal amount of the Revolving Loans in whole or in part, without premium or
          penalty; provided,however, that if any prepayment of any
          Eurodollar Rate Loan is made by the Borrower other than on the last day of an
          Interest Period for such Loan, the Borrower shall also pay any amount owing
          pursuant to Section 2.13(e) (Breakage Costs); and, provided,
          further, that each partial prepayment shall be in an aggregate principal
          amount not less than $1,000,000 or integral multiples of $100,000 in excess
          thereof.

(b)    
          Term Loans. The Borrower may, upon at least three Business Days
          prior notice to the Administrative Agent stating the proposed date and aggregate
          principal amount of the prepayment, prepay the outstanding principal amount of
          the Term Loans, in whole or in part, together with accrued interest to the date
          of such prepayment on the principal amount prepaid; provided,
          however, that if any prepayment of any Eurodollar Rate Loan is made by
          the Borrower other than on the last day of an Interest Period for such Loan, the
          Borrower shall also pay any amounts owing pursuant to Section 2.13(e)
          (Breakage Costs); and, provided, further, that each partial
          prepayment shall be in an aggregate amount not less than $5,000,000 or integral
          multiples of $1,000,000 in excess thereof and that any such partial prepayment
          shall be applied to the remaining installments of such outstanding principal
          amount of the Term Loans in the inverse order of their maturities. Upon the
          giving of such notice of prepayment, the principal amount of the Term Loans
          specified to be prepaid shall become due and payable on the date specified for
          such prepayment.

(c)    
          The Borrower shall have no right to prepay the principal amount of any Revolving
          Loan or any Term Loan other than as provided in this Section 2.7.

Section 2.8  Mandatory
Prepayments

(a)    
          Upon receipt by the Borrower or any Guarantor of Net Cash Proceeds arising
          (i) from an Asset Sale, Property Loss Event or Debt Issuance, the Borrower
          shall immediately prepay the Loans (or provide cash collateral in respect of
          Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds;
          provided, however, that, in the case of Net Cash Proceeds arising
          from any Asset Sale or series of related Asset Sales, the Borrower shall not be
          required to make any prepayment of the Loans under this Section 2.8
          (Mandatory Prepayments) with respect to the Net Cash Proceeds received by
          the Borrower or any Guarantor with respect to such Asset Sales or series of
          related Asset Sales if (x) such Net Cash Proceeds are less than $250,000 with
          respect to the applicable Asset Sale or series of related Asset Sales and (y)
          the Net Cash Proceeds of such Asset Sale or series of related Asset Sales, when
          taken together with the Net Cash Proceeds received by the Borrower or the
          applicable Guarantor from all such other Asset Sales or series of related Asset
          Sales in respect of which the Borrower or the applicable Guarantor shall have
          received Net Cash Proceeds in an amount less than $250,000, do not exceed
          $1,000,000 in the aggregate in any Fiscal Year, and (ii) from an Equity
          Issuance, the Borrower shall immediately prepay the Loans (or provide cash
          collateral in respect of Letters of Credit) in an amount equal to 75% of such
          Net Cash Proceeds; provided, however, that, in the case of any Net
          Cash Proceeds arising from a Reinvestment Event, the Borrower shall prepay the
          Loans (or provide cash collateral in respect of Letters of Credit) in an amount
          equal to the Reinvestment Prepayment Amount applicable to such Reinvestment
          Event, if any, on the Reinvestment Prepayment Date with respect to such
          Reinvestment Event. Subject to such preceding proviso, any such mandatory
          prepayment shall be applied in accordance with
          clause (c) below.

(b)    
          The Borrower shall prepay the Loans within 90 days after the last day of each
          Fiscal Year, in an amount equal to 75% of Excess Cash Flow for such Fiscal Year
          (or, in the case of Fiscal Year 2003, the period beginning on July 1, 2003 and
          ending on the last day of such Fiscal Year) or, if the Leverage Ratio is less
          than or equal to 3.0 to 1.0 on the last day of such Fiscal Year, then 50% of
          Excess Cash Flow for such Fiscal Year. Any such mandatory prepayment shall be
          applied in accordance with clause (c)below.

(c)    
          Subject to the provisions of Section 2.12(f) (Payments and Computations),
          any prepayments made by the Borrower required to be applied in accordance with
          this clause (c) shall be applied as follows: first, to repay
          the outstanding principal balance of the Term Loans, until such Term Loans shall
          have been prepaid in full; second, to repay the outstanding principal
          balance of the Revolving Loans until such Revolving Loans shall have been paid
          in full; and then, to provide cash collateral for any Letter of Credit
          Obligations in the manner set forth in Section 9.3 (Actions in Respect of
          Letters of Credit) until all such Letter of Credit Obligations have been
          fully cash collateralized in the manner set forth therein. All repayments of the
          Term Loans made pursuant to this clause (c) shall be applied to the
          remaining installments of such outstanding principal amounts of the Term Loans
          in the inverse order of their maturities. All repayments of Revolving Loans
          required to be made pursuant to this clause (c) shall result in a
          permanent reduction of the Revolving Credit Commitments to the extent provided
          in Section 2.4(b) (Reduction and Termination of the Revolving Credit
          Commitments); provided, however, that, in the case of Net Cash
          Proceeds of a Reinvestment Event, an application of such proceeds to the
          Revolving Loans pending reinvestment thereof by the applicable Loan Party shall
          not result in a permanent reduction of the Revolving Credit Commitments.

(d)    
          If at any time, the aggregate principal amount of Revolving Credit Outstandings
          exceeds the aggregate Revolving Credit Commitments in effect at such time, the
          Borrower shall forthwith prepay the Revolving Loans then outstanding in an
          amount equal to such excess. If any such excess remains after repayment in full
          of the aggregate outstanding Revolving Loans, the Borrower shall provide cash
          collateral for the Letter of Credit Obligations in the manner set forth in
          Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal
          to 105% of such excess.

Section 2.9  Interest

(a)     Rate
of Interest. All Loans and the outstanding amount of all other           Obligations
(other than pursuant to Hedging Contracts that are Loan Documents,           to the
extent such Hedging Contracts provide for the accrual of interest on           unpaid
obligations) shall bear interest, in the case of Loans, on the unpaid           principal
amount thereof from the date such Loans are made and, in the case of           such other
Obligations, from the date such other Obligations are due and payable           until, in
all cases, paid in full, except as otherwise provided in clause (c) below, as
follows:

(i)     if a
Base Rate Loan or such other Obligation, at a rate per annum equal to the           sum
of (A) the Base Rate as in effect from time to time and (B) the
          Applicable Margin; and

(ii)     if a
Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the
          Eurodollar Rate determined for the applicable Interest Period and (B) the
          Applicable Margin in effect from time to time during such Eurodollar Interest
          Period.

(b)     Interest
Payments. (i) Interest accrued on each Base Rate Loan shall           be payable
in arrears (A) on the first Business Day of each calendar           quarter,
commencing on the first such day following the making of such Base Rate           Loan,
(B) in the case of Base Rate Loans that are Term Loans, upon the           payment
or prepayment thereof in full or in part and (C) if not previously           paid in
full, at maturity (whether by acceleration or otherwise) of such Base           Rate
Loan, (ii) interest accrued on each Eurodollar Rate Loan shall be           payable
in arrears (A) on the last day of each Interest Period applicable           to such
Loan and, if such Interest Period has a duration of more than three           months, on
each date during such Interest Period occurring every three months           from the
first day of such Interest Period, (B) upon the payment or           prepayment
thereof in full or in part and (C) if not previously paid in           full, at
maturity (whether by acceleration or otherwise) of such Eurodollar Rate           Loan
and (iii) interest accrued on the amount of all other Obligations           shall be
payable on demand from and after the time such Obligation becomes due           and
payable (whether by acceleration or otherwise).

(c)     Default
Interest. Notwithstanding the rates of interest specified in clause (a) above
or elsewhere herein, effective immediately upon the           occurrence of an Event of
Default and for as long thereafter as such Event of           Default shall be
continuing, the principal balance of all Loans and the amount           of all other
Obligations then due and payable shall bear interest at a rate that           is two
percent per annum in excess of the rate of interest applicable to such           Loans or
other Obligations from time to time. Such interest shall be payable on           demand.

Section  2.10
Conversion/Continuation Option

(a)    
          The Borrower may elect (i) at any time on any Business Day to convert Base
          Rate Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the
          end of any applicable Interest Period, to convert Eurodollar Rate Loans or any
          portion thereof into Base Rate Loans or to continue such Eurodollar Rate Loans
          or any portion thereof for an additional Interest Period; provided,however, that the aggregate amount of the Eurodollar Loans for each Interest
          Period must be in the amount of at least $1,000,000 or an integral multiple of
          $100,000 in excess thereof. Each conversion or continuation shall be allocated
          among the Loans of each Lender in accordance with such Lenders Ratable
          Portion. Each such election shall be in substantially the form of
          Exhibit E (Form of Notice of Conversion or Continuation) (a
          Notice of Conversion or Continuation) and shall be made by
          giving the Administrative Agent at least three Business Days prior written
          notice specifying (A) the amount and type of Loan being converted or
          continued, (B) in the case of a conversion to or a continuation of
          Eurodollar Rate Loans, the applicable Interest Period and (C) in the case
          of a conversion, the date of such conversion.

(b)    
          The Administrative Agent shall promptly notify each Lender of its receipt of a
          Notice of Conversion or Continuation and of the options selected therein.
          Notwithstanding the foregoing, no conversion in whole or in part of Base Rate
          Loans to Eurodollar Rate Loans, and no continuation in whole or in part of
          Eurodollar Rate Loans upon the expiration of any applicable Interest Period,
          shall be permitted at any time at which (A) a Default or an Event of
          Default shall have occurred and be continuing or (B) the continuation of,
          or conversion into, a Eurodollar Rate Loan would violate any provision of
          Section 2.13 (Special Provisions Governing Eurodollar Rate Loans). If,
          within the time period required under the terms of this Section 2.10, the
          Administrative Agent does not receive a Notice of Conversion or Continuation
          from the Borrower containing a permitted election to continue any Eurodollar
          Rate Loans for an additional Interest Period or to convert any such Loans, then,
          upon the expiration of the applicable Interest Period, such Loans shall be
          automatically converted to Base Rate Loans. Each Notice of Conversion or
          Continuation shall be irrevocable.

Section 2.11  Fees

(a)     Unused
Commitment Fee. The Borrower agrees to pay in immediately           available Dollars
to each Revolving Credit Lender a commitment fee on the actual           daily amount by
which the Revolving Credit Commitment of such Revolving Credit           Lender exceeds
such Lenders Ratable Portion of the Revolving Credit           Outstandings (the
Unused Commitment Fee) from the date hereof           through the
Revolving Credit Termination Date at the Applicable Unused           Commitment Fee Rate,
payable in arrears (x) on the first Business Day of           each calendar quarter,
commencing on the first such Business Day following           September 30, 2003 and (y) on
the Revolving Credit Termination Date.

(b)     Letter
of Credit Fees. The Borrower agrees to pay the following amounts           with
respect to Letters of Credit issued by any Issuer:

(i)     to the
Administrative Agent for the account of each Issuer of a Letter of           Credit, with
respect to each Letter of Credit issued by such Issuer, an issuance           fee equal
to 0.25% per annum of the Dollar Equivalent of the daily maximum           undrawn face
amount of such Letter of Credit, payable in arrears (A) on the           first
Business Day of each calendar quarter, commencing on the first such           Business
Day following the issuance of such Letter of Credit and (B) on the
          Revolving Credit Termination Date;

(ii)     to the
Administrative Agent for the ratable benefit of the Revolving Credit           Lenders,
with respect to each Letter of Credit, a fee accruing in Dollars at a           rate per
annum equal to the Applicable Margin for Revolving Loans that are           Eurodollar
Rate Loans on the Dollar Equivalent of the daily maximum undrawn face           amount of
such Letter of Credit, payable in arrears (A) on the first           Business Day of
each calendar quarter, commencing on the first such Business Day           following the
issuance of such Letter of Credit and (B) on the Revolving           Credit
Termination Date; provided, however,that during the
          continuance of an Event of Default, such fee shall be increased by two percent
          per annum (instead of, and not in addition to, any increase pursuant to Section
2.9 (Interest)) and shall be payable on demand; and

(iii)     to the
Issuer of any Letter of Credit, with respect to the issuance, amendment           or
transfer of each Letter of Credit and each drawing made thereunder,           documentary
and processing charges in accordance with such Issuers           standard schedule
for such charges in effect at the time of issuance, amendment,           transfer or
drawing, as the case may be.

(c)     Additional
Fees. The Borrower has agreed to pay to the Administrative           Agent and the
Arranger additional fees, the amount and dates of payment of which           are embodied
in the Fee Letter.

Section 2.12  Payments and
Computations

(a)     The
Borrower shall make each payment hereunder (including fees and expenses) not
          later than 11:00 a.m. (New York time) on the day when due, in the currency
          specified herein (or, if no such currency is specified, in Dollars) to the
          Administrative Agent at its address referred to in Section 11.8 (Notices,
          Etc.) in immediately available funds without set-off or counterclaim. The
          Administrative Agent shall promptly thereafter cause to be distributed
          immediately available funds relating to the payment of principal, interest or
          fees to the Lenders, in accordance with the application of payments set forth
in clause (f) or (g) below, as applicable, for the account of
          their respective Applicable Lending Offices; provided,however,
          that amounts payable pursuant to Section 2.14 (Capital Adequacy), Section
2.15 (Taxes) or Section 2.13(c) Increased Costs or (d)           Illegality shall
be paid only to the affected Lender or Lenders. Payments           received by the
Administrative Agent after 11:00 a.m. (New York time) shall           be deemed to
be received on the next Business Day.

(b)     All
computations of interest and of fees shall be made by the Administrative           Agent
on the basis of a year of 360 days, in each case for the actual number of           days
(including the first day but excluding the last day) occurring in the           period
for which such interest and fees are payable. Each determination by the
          Administrative Agent of a rate of interest hereunder shall be conclusive and
          binding for all purposes, absent manifest error.

(c)     Each
payment by a Borrower of any Loan, Reimbursement Obligation (including           interest
or fees in respect thereof) and each reimbursement of various costs,           expense or
other Obligation shall be made in the currency in which such Loan was           made,
such Letter of Credit issued or such cost, expense or other Obligation was
          incurred; provided, however, that other than for payments in
          respect of a Loan or Reimbursement Obligation, Loan Documents duly executed by
          the Administrative Agent or any Hedging Contract may specify other currencies
of           payment for Obligations created by or directly related to such Loan Document
or           Hedging Contract.

(d)     Whenever
any payment hereunder shall be stated to be due on a day other than a           Business
Day, the due date for such payment shall be extended to the next           succeeding
Business Day, and such extension of time shall in such case be           included in the
computation of payment of interest or fees, as the case may be; provided,however,
that if such extension would cause payment of           interest on or principal of any
Eurodollar Rate Loan to be made in the next           calendar month, such payment shall
be made on the immediately preceding Business           Day. All repayments of any
Revolving Loans or Term Loans shall be applied as           follows: first, to
repay such Loans outstanding as Base Rate Loans and then, to repay such Loans
outstanding as Eurodollar Rate Loans, with           those Eurodollar Rate Loans having
earlier expiring Eurodollar Interest Periods           being repaid prior to those having
later expiring Eurodollar Interest Periods.

(e)     Unless
the Administrative Agent shall have received notice from the Borrower to           the
Lenders prior to the date on which any payment is due hereunder that the
          Borrower will not make such payment in full, the Administrative Agent may
assume           that the Borrower has made such payment in full to the Administrative
Agent on           such date and the Administrative Agent may, in reliance upon such
assumption,           cause to be distributed to each Lender on such due date an amount
equal to the           amount then due such Lender. If and to the extent that the
Borrower shall not           have made such payment in full to the Administrative Agent,
each Lender shall           repay to the Administrative Agent forthwith on demand such
amount distributed to           such Lender together with interest thereon at the Federal
Funds Rate, for the           first Business Day, and, thereafter, at the rate applicable
to Base Rate Loans,           for each day from the date such amount is distributed to
such Lender until the           date such Lender repays such amount to the Administrative
Agent.

(f)     Except
for payments and other amounts received by the Administrative Agent and           applied
in accordance with the provisions of clause (g) below (or           required
to be applied in accordance with Section 2.8(c) (Mandatory           Prepayments)),
all payments and any other amounts received by the           Administrative Agent from or
for the benefit of the Borrower shall be applied as           follows: first, to
pay principal of, and interest on, any portion of the           Loans the Administrative
Agent may have advanced pursuant to the express           provisions of this Agreement on
behalf of any Lender, for which the           Administrative Agent has not then been
reimbursed by such Lender or the           Borrower, second, to pay all other
Obligations then due and payable and third, as the Borrower so designates.
Payments in respect of Revolving           Loans received by the Administrative Agent
shall be distributed to each           Revolving Credit Lender in accordance with such
Lenders Ratable Portion of           the Revolving Credit Commitments; payments in
respect of the Term Loans received           by the Administrative Agent shall be
distributed to each Term Loan Lender in           accordance with such Lenders
Ratable Portion of the Term Loans; and all           payments of fees and all other
payments in respect of any other Obligation shall           be allocated among such of
the Lenders and Issuers as are entitled thereto and,           for such payments
allocated to the Lenders, in proportion to their respective           Ratable Portions.

(g)     The
Borrower hereby irrevocably waives the right to direct the application of           any
and all payments in respect of the Obligations and any proceeds of           Collateral
after the occurrence and during the continuance of an Event of           Default and
agrees that, notwithstanding the provisions of Section 2.8(c)           (Mandatory
Prepayments) and clause (f)above, the Administrative           Agent
may, and upon either (A) the written direction of the Requisite           Lenders or
(B) the acceleration of the Obligations pursuant to Section           9.2
(Remedies), shall, deliver a blockage notice or other notice of sole
          control to each Deposit Account Bank and apply all payments in respect of any
          Obligations and all funds on deposit in any Cash Collateral Account or any
          Concentration Account and all other proceeds of Collateral in the following
          order:

(i)     first,
to pay Secured Obligations in respect of any expense           reimbursements or
indemnities then due to the Administrative Agent;

(ii)     second,
to pay Secured Obligations in respect of any expense           reimbursements or
indemnities then due to the Lenders and the Issuers;

(iii)     third,
to pay Secured Obligations in respect of any fees then due to the
          Administrative Agent, the Lenders and the Issuers;

(iv)     fourth,
to pay interest then due and payable in respect of the Loans and           Reimbursement
Obligations;

(v)     fifth,
to pay or prepay principal amounts on the Loans and Reimbursement           Obligations
and to provide cash collateral for outstanding Letter of Credit           Undrawn Amounts
in the manner described in Section 9.3 (Actions in Respect of           Letters of Credit),
ratably to the aggregate principal amount of such           Loans, Reimbursement
Obligations and Letter of Credit Undrawn Amounts, Cash           Management Obligations,
and Obligations owing with respect to Hedging Contracts; provided, that with
respect to amounts payable pursuant to this clause           (v) to the Revolving
Credit Lenders, such amounts shall be applied first, to pay the aggregate
principal amount of any portion of the           Revolving Loans that the Administrative
Agent may have advanced on behalf of any           Revolving Credit Lender for which the
Administrative Agent has not then been           reimbursed by such Lender or the
Borrower and second, ratably to the           aggregate principal amount of the
Revolving Credit Outstandings then           outstanding; and

(vi)     sixth,
to the ratable payment of all other Secured Obligations;

provided,however, that
if sufficient funds are not available to fund all payments to be made in respect of any
Secured Obligation described in any of clauses (i), (ii), (iii),
(iv) and (v) above, the available funds being applied with respect to any
such Secured Obligation (unless otherwise specified in such clause) shall be allocated to
the payment of such Secured Obligations ratably, based on the proportion of the
Administrative Agents and each Lenders or Issuers interest in the
aggregate outstanding Secured Obligations described in such clauses. The order of priority
set forth in clauses (i), (ii), (iii), (iv) and (v)above may at any time and from time to time be changed by the agreement of the
Requisite Lenders and (if required pursuant to Section 11.1(a) (Amendments, Waivers,
Etc.)), the Requisite Revolving Credit Lenders or the Requisite Term Loan Lenders, as
the case may be, without necessity of notice to or consent of or approval by the Borrower,
any Secured Party that is not a Lender or Issuer or by any other Person that is not a
Lender or Issuer. The order of priority set forth in clauses (i), (ii)
and (iii)above may be changed only with the prior written consent of the
Administrative Agent in addition to that of the Requisite Lenders and (if required
pursuant to Section 11.1(a) (Amendments, Waivers, Etc.)), the Requisite Revolving
Credit Lenders or the Requisite Term Loan Lenders, as the case may be.

Section 2.13  Payments and
Computations

(a) Determination of Interest
Rate

The
Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be determined by
the Administrative Agent pursuant to the procedures set forth in the definition of
Eurodollar Rate. The Administrative Agents determination shall be
presumed to be correct absent manifest error and shall be binding on the Borrower.

(b) Interest Rate
Unascertainable, Inadequate or Unfair

In
the event that (i) the Administrative Agent determines that adequate and fair means
do not exist for ascertaining the applicable interest rates by reference to which the
Eurodollar Rate then being determined is to be fixed or (ii) the Requisite Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not
adequately reflect the cost to the Lenders of making or maintaining such Loans for such
Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the
Lenders, whereupon each Eurodollar Loan shall automatically, on the last day of the
current Interest Period for such Loan, convert into a Base Rate Loan and the obligations
of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar
Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower
that the Requisite Lenders have determined that the circumstances causing such suspension
no longer exist.

(c) Increased Costs

If
at any time any Lender determines that the introduction of, or any change in or in the
interpretation of, any law, treaty or governmental rule, regulation or order (other than
any change by way of imposition or increase of reserve requirements included in
determining the Eurodollar Rate) or the compliance by such Lender with any guideline,
request or directive from any central bank or other Governmental Authority (whether or not
having the force of law), shall have the effect of increasing the cost to such Lender of
agreeing to make or making, funding or maintaining any Eurodollar Rate Loans, then the
Borrower shall from time to time, upon demand by such Lender (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such increased cost. A
certificate as to the amount of such increased cost, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all purposes,
absent manifest error.

(d) Illegality

Notwithstanding
any other provision of this Agreement, if any Lender determines that the introduction of,
or any change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order after the date of this Agreement shall make it unlawful, or any
central bank or other Governmental Authority shall assert that it is unlawful, for any
Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to continue to
fund or maintain Eurodollar Rate Loans, then, on notice thereof and demand therefor by
such Lender to the Borrower through the Administrative Agent, (i) the obligation of
such Lender to make or to continue Eurodollar Rate Loans and to convert Base Rate Loans
into Eurodollar Rate Loans shall be suspended, and each such Lender shall make a Base Rate
Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii) if the
affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately
convert each such Loan into a Base Rate Loan. If, at any time after a Lender gives notice
under this Section 2.14 clause (c), such Lender determines that it may lawfully
make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination
to the Borrower and the Administrative Agent, and the Administrative Agent shall promptly
transmit the notice to each other Lender. The Borrowers right to request, and such
Lenders obligation, if any, to make Eurodollar Rate Loans shall thereupon be
restored.

(e) Breakage Costs

In
addition to all amounts required to be paid by the Borrower pursuant to Section 2.9
(Interest), the Borrower shall compensate each Lender, upon demand, for all losses,
expenses and liabilities (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender to fund or
maintain such Lenders Eurodollar Rate Loans to the Borrower but excluding any loss
of the Applicable Margin on the relevant Loans) that such Lender may sustain (i) if
for any reason (other than solely by reason of such Lender being a Non-Funding Lender) a
proposed Borrowing, conversion into or continuation of Eurodollar Rate Loans does not
occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or
Continuation given by the Borrower or in a telephonic request by it for borrowing or
conversion or continuation or a successive Interest Period does not commence after notice
therefor is given pursuant to Section 2.10 (Conversion/Continuation Option),
(ii) if for any reason any Eurodollar Rate Loan is prepaid (including mandatorily
pursuant to Section 2.8 (Mandatory Prepayments)) on a date that is not the last day
of the applicable Interest Period, (iii) as a consequence of a required conversion of
a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in
clause (d) above or (iv) as a consequence of any failure by the Borrower
to repay Eurodollar Rate Loans when required by the terms hereof. The Lender making demand
for such compensation shall deliver to the Borrower concurrently with such demand a
written statement as to such losses, expenses and liabilities, and this statement shall be
conclusive as to the amount of compensation due to such Lender, absent manifest error.

Section 2.14  Capital
Adequacy

If
at any time any Lender determines that (a) the adoption of, or any change in or in
the interpretation of, any law, treaty or governmental rule, regulation or order after the
date of this Agreement regarding capital adequacy, (b) compliance with any such law,
treaty, rule, regulation or order or (c) compliance with any guideline or request or
directive from any central bank or other Governmental Authority (whether or not having the
force of law) shall have the effect of reducing the rate of return on such Lenders
(or any corporation controlling such Lenders) capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level below that
which such Lender or such corporation could have achieved but for such adoption, change,
compliance or interpretation, then, upon demand from time to time by such Lender (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender, from time to time as specified by
such Lender, additional amounts sufficient to compensate such Lender for such reduction. A
certificate as to such amounts submitted to the Borrower and the Administrative Agent by
such Lender shall be conclusive and binding for all purposes absent manifest error.

Section 2.15  Taxes

(a)    
          Any and all payments by any Loan Party under each Loan Document shall be made
          free and clear of and without deduction for any and all present or future taxes,
          levies, imposts, deductions, charges or withholdings, and all liabilities with
          respect thereto, excluding (i) in the case of each Lender, Issuer and the
          Administrative Agent (A) taxes measured by its net income, and franchise
          taxes imposed on it, and similar taxes imposed by the jurisdiction (or any
          political subdivision thereof) under the laws of which such Lender, Issuer or
          the Administrative Agent (as the case may be) is organized and (B) any
          United States withholding taxes payable with respect to payments under the Loan
          Documents under laws (including any statute, treaty or regulation) in effect on
          the Closing Date (or, in the case of an Eligible Assignee, the date of the
          Assignment and Acceptance) applicable to such Lender, Issuer or the
          Administrative Agent, as the case may be, but not excluding any United States
          withholding taxes payable as a result of any change in such laws occurring after
          the Closing Date (or the date of such Assignment and Acceptance), (ii) in
          the case of each Lender or Issuer, taxes measured by its net income, and
          franchise taxes imposed on it as a result of a present or former connection
          between such Lender or Issuer (as the case may be) and the jurisdiction of the
          Governmental Authority imposing such tax or any taxing authority thereof or
          therein and (iii) any taxes imposed as a result of a Lender or Issuer failing to
          provide, within 30 days of such request therefor, the Borrower with any
          documentation reasonably requested by the Borrower that would eliminate such
          taxes (all such non-excluded taxes, levies, imposts, deductions, charges,
          withholdings and liabilities being hereinafter referred to as
          Taxes). If any Taxes shall be required by law to be deducted
          from or in respect of any sum payable under any Loan Document to any Lender, any
          Issuer or the Administrative Agent (w) the sum payable shall be increased
          as may be necessary so that, after making all required deductions (including
          deductions applicable to additional sums payable under this Section 2.15,
          such Lender, Issuer or the Administrative Agent (as the case may be) receives an
          amount equal to the sum it would have received had no such deductions been made,
          (x) the relevant Loan Party shall make such deductions, (y) the
          relevant Loan Party shall pay the full amount deducted to the relevant taxing
          authority or other authority in accordance with applicable law and (z) the
          relevant Loan Party shall deliver to the Administrative Agent evidence of such
          payment.

(b)    
          In addition, each Loan Party agrees to pay any present or future stamp or
          documentary taxes or any other excise or property taxes, charges or similar
          levies of the United States or any political subdivision thereof or any
          applicable foreign jurisdiction, and all liabilities with respect thereto, in
          each case arising from any payment made under any Loan Document or from the
          execution, delivery or registration of, or otherwise with respect to, any Loan
          Document (collectively, Other Taxes). Each Loan Party
          authorizes the Administrative Agent to pay such Other Taxes in the name of such
          Loan Party and, for such purpose, to submit a Notice of Borrowing for Revolving
          Loans in an amount equal to the Dollar Equivalent of such Other Taxes
          (i) after the occurrence of any Event of Default and in respect of any
          event occurring on the Closing Date and (ii) otherwise, with the consent of
          such Loan Party, in the name of the Loan Party owing such Other Taxes and in an
          aggregate principal amount not to exceed all amounts owing in respect of such
          Other Taxes. If such a Notice of Borrowing is prepared by the Administrative
          Agent, the Borrowing corresponding thereto shall be made without regard to the
          conditions precedent set forth in Article III (Conditions To Loans And
          Letters Of Credit) and the proceeds thereof shall be disbursed to the
          Administrative Agent in the name of the Borrower and shall be used by the
          Administrative Agent solely to pay such Other Taxes (any excess thereof to be
          used to repay such Borrowing). The Administrative Agent may also make Revolving
          Loans to pay such Other Taxes in the name ofsuch Loan Party and may
          pay such Other Taxes and seek separate reimbursement of such Other Taxes
          hereunder as a Secured Obligation.

(c)    
          Each Loan Party shall, jointly and severally, indemnify each Lender, Issuer and
          the Administrative Agent for the full amount of Taxes and Other Taxes (including
          any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under
          this Section 2.15) paid by such Lender, Issuer or the Administrative
          Agent (as the case may be) and any liability (including for penalties, interest
          and expenses) arising therefrom or with respect thereto, whether or not such
          Taxes or Other Taxes were correctly or legally asserted, other than any such
          Taxes, Other Taxes or other liabilities the payment of which by such Lender,
          Issuer, or the Administrative Agent (as applicable) was made as a direct result
          of such Persons gross negligence or willful misconduct. This
          indemnification shall be made within 30 days from the date such Lender, Issuer
          or the Administrative Agent (as the case may be) makes written demand therefor.

(d)    
          Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan
          Party, the Borrower shall furnish to the Administrative Agent, at its address
          referred to in Section 11.8 (Notices, Etc.)), the original or a certified
          copy of a receipt evidencing payment thereof.

(e)    
          Without prejudice to the survival of any other agreement of any Loan Party
          hereunder or under the Guaranty, the agreements and obligations of such Loan
          Party contained in this Section 2.15 shall survive the payment in full of
          the Obligations.

(f)    
          Prior to the Closing Date in the case of each Non-U.S. Lender that is a
          signatory hereto, and on the date of the Assignment and Acceptance pursuant to
          which it becomes a Lender in the case of each other Non-U.S. Lender and from
          time to time thereafter if requested by the Borrower or the Administrative
          Agent, each Non-U.S. Lender that is entitled at such time to an exemption from
          United States withholding tax, or that is subject to such tax at a reduced rate
          under an applicable tax treaty, shall provide the Administrative Agent and the
          Borrower with two completed originals of each of the following: (i) Form
          W-8ECI (claiming exemption from withholding because the income is effectively
          connected with a U.S. trade or business) or any successor form, (ii) Form
          W-8BEN (claiming exemption from, or a reduction of, withholding tax under an
          income tax treaty) or any successor form, (iii) in the case of a Non-U.S.
          Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a
          Form W-8BEN (claiming exemption from withholding under the portfolio interest
          exemption) or any successor form or (iv) any other applicable form,
          certificate or document prescribed by the IRS certifying as to such Non-U.S.
          Lenders entitlement to such exemption from United States withholding tax
          or reduced rate with respect to all payments to be made to such Non-U.S. Lender
          under the Loan Documents. Unless the Borrower and the Administrative Agent have
          received forms or other documents satisfactory to them indicating that payments
          under any Loan Document to or for a Non-U.S. Lender are not subject to United
          States withholding tax or are subject to such tax at a rate reduced by an
          applicable tax treaty, the Loan Parties and the Administrative Agent shall
          withhold amounts required to be withheld by applicable Requirements of Law from
          such payments at the applicable statutory rate.

(g)    
          Any Lender claiming any additional amounts payable pursuant to this Section
          2.15 shall use its reasonable efforts (consistent with its internal policies
          and Requirements of Law) to change the jurisdiction of its Applicable Lending
          Office if the making of such a change would avoid the need for, or reduce the
          amount of, any such additional amounts that would be payable or may thereafter
          accrue and would not, in the sole determination of such Lender, be otherwise
          disadvantageous to such Lender.

Section 2.16  Substitution
of Lenders

(a)    
          In the event that (i)(A) any Lender makes a claim under Section 2.13(c)
          (Increased Costs) or Section 2.14 (CapitalAdequacy), (B) it
          becomes illegal for any Lender to continue to fund or make any Eurodollar Rate
          Loan and such Lender notifies the Borrower pursuant to Section 2.13(d)
          (Illegality), (C) any Loan Party is required to make any payment
          pursuant to Section 2.15(Taxes) that is attributable to a particular
          Lender or (D) any Lender becomes a Non-Funding Lender, (ii) in the
          case of clause (i)(A) above, as a consequence of increased costs in respect
          of which such claim is made, the effective rate of interest payable to such
          Lender under this Agreement with respect to its Loans materially exceeds the
          effective average annual rate of interest payable to the Requisite Lenders under
          this Agreement and (iii) in the case of clause (i)(A), (B) and (C)
          above, Lenders holding at least 75% of the Revolving Credit Commitments and
          Lenders holding at least 75% of the Term Loan are not subject to such increased
          costs or illegality, payment or proceedings (any such Lender, an
          Affected Lender), the Borrower may substitute any Lender and,
          if reasonably acceptable to the Administrative Agent, any other Eligible
          Assignee (a Substitute Institution) for such Affected Lender
          hereunder, after delivery of a written notice (a Substitution
          Notice) by the Borrower to the Administrative Agent and the Affected
          Lender within a reasonable time (in any case not to exceed 90 days) following
          the occurrence of any of the events described in clause (i) above
          that the Borrower intends to make such substitution; provided, however,
          that, if more than one Lender claims increased costs, illegality or right to
          payment arising from the same act or condition and such claims are received by
          the Borrower within 30 days of each other, then the Borrower may substitute all,
          but not (except to the extent the Borrower has already substituted one of such
          Affected Lenders before the Borrowers receipt of the other Affected
          Lenders claim) less than all, Lenders making such claims.

(b)    
          If the Substitution Notice was properly issued under this Section 2.16,
          the Affected Lender shall sell, and the Substitute Institution shall purchase,
          all rights and claims of such Affected Lender under the Loan Documents and the
          Substitute Institution shall assume, and the Affected Lender shall be relieved
          of, the Affected Lenders Revolving Credit Commitments and all other prior
          unperformed obligations of the Affected Lender under the Loan Documents (other
          than in respect of any damages (other than exemplary or punitive damages, to the
          extent permitted by applicable law) in respect of any such unperformed
          obligations). Such purchase and sale (and the corresponding assignment of all
          rights and claims hereunder) shall be effective on (and not earlier than) the
          later of (i) the receipt by the Affected Lender of its Ratable Portion of
          the Revolving Credit Outstandings, the Term Loans, together with any other
          Obligations owing to it, (ii) the receipt by the Administrative Agent of an
          agreement in form and substance satisfactory to it and the Borrower whereby the
          Substitute Institution shall agree to be bound by the terms hereof and
          (ii) the payment in full to the Affected Lender in cash of all fees,
          unreimbursed costs and expenses and indemnities accrued and unpaid through such
          effective date. Upon the effectiveness of such sale, purchase and assumption,
          the Substitute Institution shall become a Lender hereunder
          for all purposes of this Agreement having a Commitment in the amount of such
          Affected Lenders Commitment assumed by it and such Commitment of the
          Affected Lender shall be terminated; provided, however, that all
          indemnities under the Loan Documents shall continue in favor of such Affected
          Lender.

(c)    
          Each Lender agrees that, if it becomes an Affected Lender and its rights and
          claims are assigned hereunder to a Substitute Institution pursuant to this
          Section 2.16, it shall execute and deliver to the Administrative Agent an
          Assignment and Acceptance to evidence such assignment, together with any Note
          (if such Loans are evidenced by a Note) evidencing the Loans subject to such
          Assignment and Acceptance; provided, however, that the failure of
          any Affected Lender to execute an Assignment and Acceptance shall not render
          such assignment invalid.

# ARTICLE III

# CONDITIONS TO LOANS
AND LETTERS OF CREDIT

Section 3.1  Conditions
Precedent to Initial Loans and Letters of Credit

The
obligation of each Lender to make the Loans requested to be made by it on the Closing Date
and the obligation of each Issuer to Issue Letters of Credit on the Closing Date is
subject to the satisfaction of each of the following conditions precedent on or before the
date the initial Loans are made:

(a)     Certain
Documents. The Administrative Agent shall have received on or           prior to the
Closing Date each of the following, each dated the Closing Date           unless
otherwise indicated or agreed to by the Administrative Agent, in form and
          substance satisfactory to the Agents and in sufficient copies for each Lender:

(i)     this
Agreement, duly executed and delivered by the Borrower and, for the account           of
each Lender requesting the same, a Note or Notes of the Borrower conforming           to
the requirements set forth herein;

(ii)     the
Guaranty, duly executed by each Guarantor;

(iii)     the
Pledge and Security Agreement, duly executed by the Borrower and each
          Guarantor, together with each of the following:

(A)     evidence
satisfactory to the Administrative Agent that, upon the filing and           recording of
instruments delivered on the Closing Date, the Administrative Agent           (for the
benefit of the Secured Parties) shall have a valid and perfected first           priority
security interest in the Collateral, including (x) such documents           duly
executed by each Loan Party as the Administrative Agent may request with
          respect to the perfection of its security interests in the Collateral
(including           financing statements under the UCC, patent, trademark and copyright
security           agreements suitable for filing with the Patent and Trademark Office or
the           Copyright Office, as the case may be, and other applicable documents under
the           laws of any jurisdiction with respect to the perfection of Liens created by
the           Pledge and Security Agreement) and (y) copies of UCC search reports as
of a           recent date listing all effective financing statements that name each Loan
Party           as debtor, together with copies of such financing statements, none of
which           shall cover the Collateral except for those that shall be terminated on
the           Closing Date or are otherwise permitted hereunder;

(B)     all
certificates, instruments and other documents representing all of the           Pledged
Stock being pledged pursuant to such Pledge and Security Agreement and           stock
powers for such certificates, instruments and other documents duly           executed in
blank;

(C)     all
instruments representing Pledged Debt Instruments being pledged pursuant to
          such Pledge and Security Agreement duly endorsed in favor of the Administrative
          Agent or in blank;

(D)     all
Deposit Account Control Agreements, duly executed by the applicable Deposit
          Account Bank and Loan Party, that, in the reasonable judgment of the
          Administrative Agent, shall be required for the Loan Parties to comply with Section
4.5(Control Accounts; Approved Deposit Accounts)of the           Pledge and
Security Agreement; and

(E)     Control
Account Agreements duly executed by the appropriate Loan Party and           (1) all
Securities Intermediaries with respect to all Securities Accounts           and
Securities Entitlements of the Borrower and each Guarantor and (2) all
          futures commission agents and clearing houses with respect to all commodities
          contracts and commodities accounts held by the Borrower and each Guarantor;

(iv)     Mortgages
for all of the Real Properties of the Loan Parties identified on Schedule 4.19 (Real
Property) (except as may be agreed to by the           Administrative Agent),
together with Mortgage Supporting Documents relating           thereto;

(v)     the
Foreign Security Agreements;

(vi)     a
favorable opinion of (A) Piper Rudnick LLP, counsel to the Loan Parties,
          in substantially the form of Exhibit F (Form ofOpinion of
          Counsel for the Loan Parties), (B) counsel to the Loan Parties in
          Australia, Canada, Mexico and the United Kingdom with respect to the perfection
          and enforceability of the pledges and security interests to be granted to the
          Administrative Agent under the applicable Collateral Documents, in each case
          addressed to the Administrative Agent and the Lenders and addressing such
          matters as any Lender through the Administrative Agent may reasonably request,
          (C) Kennedy Covington Lobdell & Hickman, LLP, counsel to the Loan
          Parties in North Carolina in connection with the Mortgage, and (E) counsel
          to the Administrative Agent as to the enforceability of this Agreement and the
          other Loan Documents to be executed on the Closing Date. In addition, the
          Administrative Agent and the Lenders shall have received satisfactory evidence
          that such Persons shall be entitled to rely on all opinions of counsel
delivered           in connection with the Transactions;

|(vii) | a copy of the articles or certificate of incorporation (or equivalent
          Constituent Document) of each Loan Party, certified as of a recent date by the
          Secretary of State of the state of organization of such Loan Party, together
          with certificates of such official attesting to the good standing of each such
          Loan Party;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(viii)     a
certificate of the Secretary or an Assistant Secretary of each Loan Party
          certifying (A) the names and true signatures of each officer of such Loan
          Party that has been authorized to execute and deliver any Loan Document or
other           document required hereunder to be executed and delivered by or on behalf
of such           Loan Party, (B) the by-laws (or equivalent Constituent Document)
of such           Loan Party as in effect on the date of such certification, (C) the
          resolutions of such Loan Partys Board of Directors (or equivalent
          governing body), and, if applicable, the resolutions of such Loan Partys
          shareholders, approving and authorizing the execution, delivery and performance
          of this Agreement and the other Loan Documents to which it is a party and
          (D) that there have been no changes in the certificate of incorporation
(or           equivalent Constituent Document) of such Loan Party from the certificate of
          incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;

(ix)     a
certificate of a Responsible Financial Officer of the Borrower, stating that
          the Borrower is Solvent after giving effect to the Transactions, including the
          initial Loans and Letters of Credit and the application of the proceeds thereof
          in accordance with Section 7.9 (Application of Proceeds) and the payment
          of all estimated legal, accounting and other fees related hereto and thereto;

(x)     a
certificate of a Responsible Officer to the effect that (A) the condition
          set forth in Section 3.2(b) (ConditionsPrecedent to Each Loan and
          Letter of Credit) has been satisfied and (B) no litigation not listed
          on Schedule 4.7 (Litigation) shall have been commenced against any Loan
          Party or any of its Subsidiaries that, if adversely determined, would have a
          Material Adverse Effect;

(xi)     a copy
of each Related Document, together with a certificate of a Responsible           Officer
to the effect that (A) each such copy is a true, complete and correct           copy of
such Related Document and (B) no amendments or modifications have been           made to
any such Related Document from the form thereof delivered on the Closing           Date;

(xii)     evidence
satisfactory to the Administrative Agent that the insurance policies           required
by Section 7.5 (Maintenance ofInsurance) and any           Collateral
Document are in full force and effect, together with endorsements           naming the
Administrative Agent, on behalf of the Secured Parties, as an           additional
insured or loss payee under all insurance policies (other than           general
liability insurance policies) to be maintained with respect to the           properties
of the Borrower and its Subsidiaries; and

(xiii)     such
other certificates, documents, agreements and information respecting any           Loan
Party as any Lender through the Administrative Agent may reasonably           request.

(b)     Consummation
of Transactions, Etc.

(i)     The
Agents shall have received evidence that the Transactions have been
          consummated, including evidence that the Borrower shall have received not less
          than an amount equal to $288,750,000 in aggregate gross cash proceeds from the
          Equity Offering and Notes Offering, and in the case of each of the Equity
          Offering and the Notes Offering, that such proceeds shall have been applied in
          accordance with the Sources and Uses of Funds, with such changes as may be
          agreed to by the Agents; provided, however, that notwithstanding
anything           to the contrary in the foregoing, the Borrower shall have received not
less than           $75,000,000 in gross cash proceeds from the Equity Offering. This
Agents shall           be reasonably satisfied with any material changes to the Sources
and Uses of           Funds.

(ii)     The
Agents shall have received a certificate from a Responsible Financial           Officer
of the Company, for the benefit of the Administrative Agent and the           Lenders and
Issuers, that (subject only to the funding of the initial Loans           hereunder (or
immediately upon the funding thereof)) the Transactions (other           than the
Remaining Notes Repurchase) shall have been consummated;

(iii)     The
Agents shall have received evidence that (a) no Existing Secured Notes shall
          remain outstanding on the Closing Date, after giving effect to the purchases of
          such Existing Secured Notes made pursuant to the Existing Secured Tender Offer
          and that all obligations under the Existing Secured Indenture shall have been
          repaid in full, (b) the Existing Secured Indenture and all Noteholder
Collateral           Documents shall have been terminated on terms satisfactory to the
Administrative           Agent, including the release of all Liens granted to the
Existing Secured Notes           Trustee pursuant thereto;

(iv)     The
Agents shall have received evidence that (a) no Existing Senior Discount           Notes
shall remain outstanding on the Closing Date after giving effect to the
          purchases of such Existing Senior Discount Notes made pursuant to the
applicable           Tender Offer and that all obligations under the Existing Senior
Discount           Indenture shall have been repaid in full and (b) the Existing Senior
Discount           Indenture shall have been terminated on terms satisfactory to the
Administrative           Agent; and

(v)     The
Agents shall have received evidence that no Existing Senior Subordinated           Notes
shall remain outstanding on the Closing Date, after giving effect to the
          purchases of such Existing Senior Subordinated Notes made pursuant to the
          applicable Tender Offer, or if such Remaining Notes are outstanding, evidence
          that the Borrower has given the trustee in respect of such Remaining Notes
          irrevocable notice of the Borrowers intent to repurchase such Remaining
          Notes as required by Existing Senior Subordinated Indenture to effectuate the
          Remaining Notes Repurchase.

(c)     Collateral
Access Agreements and Bailees Letters. Subject to Section 7.12 (Collateral
Access Agreements and Bailees           Letters), the Administrative Agent
shall have received such Collateral           Access Agreements and Bailees Letters
as the Administrative Agent shall           request in its sole discretion.

(d)     Closing
Date. The Closing Date shall have occurred on or before July 31,           2003.

(e)     Fees
and Expenses Paid. There shall have been paid to the Administrative           Agent,
for the account of the Administrative Agent and the Lenders, as           applicable, all
fees and expenses (including reasonable fees and expenses of           counsel) due and
payable on or before the Closing Date (including all such fees           described in the
Fee Letter).

(f)     Debt
Rating Condition. The senior secured Indebtedness of the Borrower           shall be
rated at least B+ by S&P and at least B1 by Moodys and each           such
rating shall be stable and not subject to a negative           watch or
negative outlook.

(g)     No
Material Adverse Change. The Administrative Agent and the Lenders           shall be
satisfied that there shall not have been a Material Adverse Change           since
December 31, 2002.

(h)     Consents,
Etc. Each of the Company and its Subsidiaries shall have           received all
consents and authorizations required pursuant to any material           Contractual
Obligation with any other Person and shall have obtained all Permits           of, and
effected all notices to and filings with, any Governmental Authority, in           each
case, as may be necessary to allow each of the Company and its Subsidiaries
          lawfully (i) to execute, deliver and perform, in all material respects,
          their respective obligations hereunder and under the Loan Documents and the
          Related Documents to which each of them, respectively, is, or shall be, a party
          and each other agreement or instrument to be executed and delivered by each of
          them, respectively, pursuant thereto or in connection therewith, (ii) to
          create and perfect the Liens on the Collateral to be owned by each of them in
          the manner and for the purpose contemplated by the Loan Documents and
          (iii) to consummate the Transactions.

Section 3.2  Conditions
Precedent to Each Loan and Letter of Credit

The
obligation of each Lender on any date (including the Closing Date) to make any Loan and of
each Issuer on any date (including the Closing Date) to Issue any Letter of Credit is
subject to the satisfaction of each of the following conditions precedent:

(a)     Request
for Borrowing or Issuance of Letter of Credit. With respect to           any Loan,
the Administrative Agent shall have received a duly executed Notice of
          Borrowing, and, with respect to any Letter of Credit, the Administrative Agent
          and the Issuer shall have received a duly executed Letter of Credit Request.

(b)     Representations
and Warranties; No Defaults. The following statements           shall be true on the
date of such Loan or Issuance, both before and after giving           effect thereto and,
in the case of any Loan, to the application of the proceeds           thereof:

(i)     the
representations and warranties set forth in Article IV (Representations           and
Warranties) and in the other Loan Documents shall be true and correct on
          and as of the Closing Date and shall be true and correct in all material
          respects on and as of any such date after the Closing Date with the same effect
          as though made on and as of such date, except to the extent such
representations           and warranties expressly relate to an earlier date, in which
case such           representations and warranties shall have been true and correct in
all material           respects as of such earlier date; and

(ii)     no
Default or Event of Default shall have occurred and be continuing.

(c)     No
Legal Impediments. The making of the Loans or the Issuance of such           Letter
of Credit on such date does not violate any Requirement of Law on the           date of
or immediately following such Loan or Issuance of such Letter of Credit           and is
not enjoined, temporarily, preliminarily or permanently.

(d)     Additional
Matters. The Administrative Agent shall have received such           additional
documents, information and materials as any Lender, through the           Administrative
Agent, may reasonably request.

Each submission by the Borrower to
the Administrative Agent of a Notice of Borrowing and the acceptance by the Borrower of
the proceeds of each Loan requested therein, and each submission by the Borrower to an
Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested
therein, shall be deemed to constitute a representation and warranty by the Borrower as to
the matters specified in clause (b) above on the date of the making of such
Loan or the Issuance of such Letter of Credit.

Section 3.3 
Determinations of Initial Borrowing Conditions

For
purposes of determining compliance with the conditions specified in Section 3.1
(Conditions Precedent to Initial Loans and Letters of Credit), each Lender shall be
deemed to have consented to, approved, accepted or be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative Agent responsible for
the transactions contemplated by the Loan Documents shall have received notice from such
Lender prior to the initial Borrowing or Issuance or deemed Issuance hereunder specifying
its objection thereto and such Lender shall not have made available to the Administrative
Agent such Lenders Ratable Portion of such Borrowing.

# ARTICLE IV

# REPRESENTATIONS AND
WARRANTIES

To
induce the Lenders, the Issuers and the Administrative Agent to enter into this Agreement,
the Borrower represents and warrants each of the following to the Lenders, the Issuers and
the Administrative Agent, on and as of the Closing Date and after giving effect to the
Transactions and the making of the Loans and the other financial accommodations on the
Closing Date and on and as of each date as required by Section 3.2(b)(i) (Conditions
Precedent to Each Loan and Letter of Credit):

Section 4.1  Corporate
Existence; Compliance with Law

Each
of the Borrower and its Subsidiaries (a) is duly organized or incorporated, validly
existing and in good standing under the laws of the jurisdiction of its organization,
(b) is duly qualified to do business as a foreign entity and in good standing under
the laws of each jurisdiction where such qualification is necessary, except where the
failure to be so qualified or in good standing would not, in the aggregate, have a
Material Adverse Effect, (c) has all requisite power and authority and the legal
right to own, pledge, mortgage and operate its properties, to lease the property it
operates under lease and to conduct its business as now or currently proposed to be
conducted, (d) is in compliance with its Constituent Documents, (e) is in
compliance with all applicable Requirements of Law except where the failure to be in
compliance would not, in the aggregate, have a Material Adverse Effect and (f) has
all necessary Permits from or by, has made all necessary filings with, and has given all
necessary notices to, each Governmental Authority having jurisdiction, to the extent
required for such ownership, operation and conduct, except for Permits, filings or notices
that can be obtained, made or given by the taking of ministerial action to secure the
grant or transfer thereof or the failure to obtain, make or give would not, in the
aggregate, have a Material Adverse Effect.

Section 4.2  Corporate
Power; Authorization; Enforceable Obligations

(a)     The
execution, delivery and performance by each Loan Party of the Loan Documents           to
which it is a party and the consummation of the transactions contemplated
          thereby:

(i)     are
within such Loan Partys corporate, limited liability company,           partnership
or other powers;

(ii)     have
been or, at the time of delivery thereof pursuant to Article III           (Conditions
To Loans And Letters Of Credit) will have been duly authorized           by all
necessary action, including the consent of shareholders, partners and           members
where required;

(iii)     do not
and will not (A) contravene such Loan Partys or any of its
          Subsidiaries respective Constituent Documents, (B) violate any other
          Requirement of Law applicable to such Loan Party (including Regulations T, U
and           X of the Federal Reserve Board), or any order or decree of any Governmental
          Authority or arbitrator applicable to such Loan Party, (C) conflict with
or           result in the breach of, or constitute a default under, or result in or
permit           the termination or acceleration of, any Related Document or any other
material           Contractual Obligation of such Loan Party or any of its Subsidiaries
or           (D) result in the creation or imposition of any Lien upon any property
of           such Loan Party or any of its Subsidiaries, other than those in favor of the
          Secured Parties pursuant to the Collateral Documents;

(iv)     do not
require the consent of, authorization by, approval of, notice to, or           filing or
registration with, any Governmental Authority, other than those listed           on Schedule
4.2 (Consents) and that, except as described on Schedule           4.2 (Consents),have been or will be, prior to the Closing Date, obtained or           made, copies
of which have been or will be delivered to the Administrative Agent           pursuant to
Section 3.1 (Conditions Precedent to Initial Loans and Letters of           Credit),
and except as described on Schedule 4.2. (Consents),each of           which on
the Closing Date will be in full force and effect and, with respect to           the
Collateral, filings required to perfect the Liens created by the Collateral
          Documents; and

(v)     do not
require the consent of, authorization by, approval of, notice to, or           filing or
registration with, any other Person (other than any Governmental           Authority as
described in the immediately preceding clause (iv)), other           than those
listed on Schedule 4.2 (Consents) and that except as described           on Schedule
4.2 (Consents),have been or will be, prior to the Closing           Date, obtained
or made, each of which on the Closing Date will be in full force           and effect,
other than those which if not obtained or made could not result in a           Material
Adverse Effect or otherwise prevent the consummation of the           transactions
contemplated by this Agreement or the other Loan Documents.

(b)     This
Agreement has been, and each of the other Loan Documents will have been           upon
delivery thereof pursuant to the terms of this Agreement, duly executed and
          delivered by each Loan Party party thereto. This Agreement is, and the other
          Loan Documents will be, when delivered hereunder, the legal, valid and binding
          obligation of each Loan Party party thereto, enforceable against such Loan
Party           in accordance with its terms, subject to applicable bankruptcy,
insolvency,           reorganization, moratorium, fraudulent conveyance, and other laws
relating to or           affecting the rights of creditors generally, and the exercise of
judicial           discretion in accordance with general principles of equity, regardless
of           whether such enforceability is considered in a proceeding at law or in
equity.

Section 4.3  Ownership of
Borrower; Subsidiaries

Set
forth on Schedule 4.3 (Ownership of Subsidiaries) is a complete and accurate list
showing, as of the Closing Date, all Subsidiaries of the Borrower and, as to each such
Subsidiary, the jurisdiction of its organization, the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Closing Date and the
number and percentage of the outstanding shares of each such class owned (directly or
indirectly) by the Borrower. No Stock of any Subsidiary of the Borrower is subject to any
outstanding option, warrant, right of conversion or purchase of any similar right. All of
the outstanding Stock of each Subsidiary of the Borrower owned (directly or indirectly) by
the Borrower has been validly issued, is fully paid and non-assessable (to the extent
applicable) and is owned by the Borrower or a Subsidiary of the Borrower, free and clear
of all Liens (other than the Lien in favor of the Secured Parties created pursuant to the
Pledge and Security Agreement), options, warrants, rights of conversion or purchase or any
similar rights. Neither the Borrower nor any such Subsidiary is a party to, or has
knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any
such Subsidiary, other than the Loan Documents. The Borrower does not own or hold,
directly or indirectly, any Stock of any Person other than such Subsidiaries and
Investments permitted by Section 8.3 (Investments).

Section 4.4  Financial
Statements

(a)    
          The Consolidated balance sheet of the Company and its Subsidiaries as at
          December 31, 2000, December 31, 2001 and December 31, 2002, and the related
          Consolidated statements of income, retained earnings and cash flows of the
          Company and its Subsidiaries for the Fiscal Year then ended, certified by
          Pricewaterhouse Coopers LLP, and the Consolidated balance sheets of the Company
          and its Subsidiaries as at the Fiscal Quarter ending on or about March 31, 2003
          and as at the fiscal months ending on or about April 30 and May 31, and the
          related Consolidated statements of income, retained earnings and cash flows of
          the Company and its Subsidiaries for the fiscal periods then ended, copies of
          each of which have been furnished to each Lender, fairly present, subject, in
          the case of said balance sheets and said statements of income, retained earnings
          and cash flows for each completed Fiscal Quarter or fiscal month ending after
          December 31, 2002, to the absence of footnote disclosure and normal recurring
          year-end audit adjustments, the Consolidated financial condition of the Company
          and its Subsidiaries as at such dates and the Consolidated results of the
          operations of the Company and its Subsidiaries for the period ended on such
          dates, all in conformity with GAAP.

(b)    
          None of the Borrower or any of the Borrowers Subsidiaries has any material
          obligation, contingent liability or liability for taxes, long-term leases or
          unusual forward or long-term commitment that is not reflected in the Financial
          Statements referred to in clause (a) aboveor in the notes
          thereto and not otherwise permitted by this Agreement.

(c)    
          The Projections have been prepared by the Borrower in light of the past
          operations of its business, and reflect projections for the Fiscal Year period
          beginning on January 1, 2003 on a quarterly basis for each Fiscal Quarter
          through and including the Fiscal Quarter ending in or about December 31, 2005
          and on a year by year basis thereafter. The Projections are based upon estimates
          and assumptions stated therein, all of which the Borrower believes to be
          reasonable and fair in light of current conditions and current facts known to
          the Borrower and, as of the Closing Date, reflect the Borrowers good faith
          and reasonable estimates of the future financial performance of the Borrower and
          its Subsidiaries and of the other information projected therein for the periods
          set forth therein.

(d)    
          The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries, a
          copy of which has been delivered to each Lender pursuant to Section 3.1
          (Conditions Precedent to Initial Loans and Letters of Credit), has been
          prepared as of March 31, 2003, reflects as of such date, on a pro forma basis,
          the Consolidated financial condition of the Borrower and its Subsidiaries, and
          the assumptions expressed therein were reasonable based on the information
          available to the Borrower at the time so furnished and on the Closing Date.

Section 4.5  Material
Adverse Change

Since
December 31, 2002, there has been no Material Adverse Change and there have been no events
or developments that, in the aggregate, have had a Material Adverse Effect.

Section 4.6  Solvency

Both
before and after giving effect to (a) the Loans and Letter of Credit Obligations to
be made or extended on the Closing Date or such other date as Loans and Letter of Credit
Obligations requested hereunder are made or extended, (b) the disbursement of the
proceeds of such Loans pursuant to the instructions of the Borrower, (c) the
consummation of the Transactions and the other financing transactions contemplated hereby
and (d) the payment and accrual of all transaction costs in connection with the
foregoing, each Loan Party is Solvent.

Section 4.7  Litigation

Except
as set forth on Schedule 4.7 (Litigation), there are no pending or, to the
knowledge of the Borrower, threatened actions, investigations or proceedings affecting the
Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator
other than those that, in the aggregate, would not have a Material Adverse Effect. The
performance of any action by any Loan Party required or contemplated by any Loan Document
or any Related Document is not restrained or enjoined (either temporarily, preliminarily
or permanently).

Section 4.8  Taxes

Except
as otherwise disclosed on Schedule 4.8 (Tax Matters):

(a)    
          All federal, state, local and foreign income and franchise and other material
          tax returns, reports and statements (collectively, the Tax
          Returns) required to be filed by the Borrower or any of its Tax
          Affiliates have been filed with the appropriate Governmental Authorities in all
          jurisdictions in which such Tax Returns are required to be filed, all such Tax
          Returns are true and correct in all material respects, and all taxes, charges
          and other impositions reflected therein or otherwise due and payable have been
          paid prior to the date on which any fine, penalty, interest, late charge or loss
          may be added thereto for non-payment thereof, except where contested in good
          faith and by appropriate proceedings if adequate reserves therefor have been
          established on the books of the Borrower or such Tax Affiliate in conformity
          with GAAP. No Tax Return is under audit or examination by any Governmental
          Authority and no notice of such an audit or examination or any assertion of any
          claim for Taxes has been given or made by any Governmental Authority. Proper and
          accurate amounts have been withheld by the Borrower and each of its Tax
          Affiliates from their respective employees for all periods in full and complete
          compliance with the tax, social security and unemployment withholding provisions
          of applicable Requirements of Law and such withholdings have been timely paid to
          the respective Governmental Authorities.

(b)    
          None of the Borrower or any of its Tax Affiliates has (i) executed or filed
          with the IRS or any other Governmental Authority any agreement or other document
          extending, or having the effect of extending, the period for the filing of any
          Tax Return or the assessment or collection of any charges, (ii) incurred
          any obligation under any tax sharing agreement or arrangement other than those
          of which the Administrative Agent has received a copy prior to the date hereof
          or (iii) been a member of an affiliated, combined or unitary group other
          than the group of which the Borrower (or its Tax Affiliate) is the common
          parent.

(c)    
          The Borrower does not intend to treat the Loans and the Letters of Credit and
          the related transactions contemplated hereby as being a reportable
          transaction (within the meaning of Treasury Regulation Section 1.6 011-4
          of the Code).

Section 4.9  Full
Disclosure

(a)    
          The information prepared or furnished by or on behalf of the Borrower or the
          Company in connection with this Agreement or the Related Documents or the
          consummation of the Transactions contemplated hereunder and thereunder taken as
          a whole, including the information contained in the Disclosure Documents, does
          not contain any untrue statement of a material fact or omit to state a material
          fact necessary to make the statements contained therein or herein not
          misleading. All facts known to the Borrower and material to an understanding of
          the financial condition, business, properties or prospects of the Borrower and
          its Subsidiaries taken as one enterprise have been disclosed to the Lenders.

(b)    
          The Borrower has delivered to each Lender a true, complete and correct copy of
          each Disclosure Document. The Disclosure Documents (other than the Confidential
          Information Memorandum) comply as to form in all material respects with all
          applicable requirements of all applicable state and Federal securities laws.

Section 4.10  Margin
Regulations

The
Borrower is not engaged in the business of extending credit for the purpose of purchasing
or carrying margin stock (within the meaning of Regulation U of the Federal Reserve
Board), and no proceeds of any Loan 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 in contravention of Regulation T, U or X of the Federal Reserve Board.

Section 4.11 No
Burdensome Restrictions; No Defaults

(a)    
          Neither the Borrower nor any Subsidiary of the Borrower (i) is a party to
          any Contractual Obligation the compliance with one or more of which would have,
          in the aggregate, a Material Adverse Effect or the performance of which by any
          thereof, either unconditionally or upon the happening of an event, would result
          in the creation of a Lien (other than a Lien permitted under Section 8.2
          (Liens, Etc.)) on the assets of any thereof or (ii) is subject to
          one or more charter or corporate restrictions that would, in the aggregate, have
          a Material Adverse Effect.

(b)    
          Neither the Borrower nor any Subsidiary of the Borrower is in default under or
          with respect to any material Contractual Obligation owed by it and, to the
          knowledge of the Borrower, no other party is in default under or with respect to
          any Contractual Obligation owed to any Loan Party or to any Subsidiary of any
          Loan Party, other than, in either case, those defaults that, in the aggregate,
          would not have a Material Adverse Effect.

(c)    
          No Default or Event of Default has occurred and is continuing.

(d)    
          To the best knowledge of the Borrower, there are no Requirements of Law
          applicable to any Loan Party or any Subsidiary of any Loan Party the compliance
          with which by such Loan Party or such Subsidiary, as the case may be, would, in
          the aggregate, have a Material Adverse Effect.

Section 4.12  Investment
Company Act; Public Utility Holding Company Act

Neither
the Borrower nor any Subsidiary of the Borrower is (a) an investment
company or an affiliated person of, or
promoter or principal underwriter for, an
investment company, as such terms are defined in the Investment Company
Act of 1940, as amended or (b) a holding company, or an
affiliate of a holding company or a
subsidiary company of a holdingcompany, as each
such term is defined and used in the Public Utility Holding Company Act of 1935, as
amended.

Section 4.13  Use of
Proceeds

The
proceeds of (a) the Term Loan is being used solely to finance the repurchase of the
Existing Notes and the other Transactions as set forth on Schedule III (Sources
and Uses of Funds) (including, without limitation, the payment of fees and expenses as
set forth on such Schedule III (Sources and Uses of Funds)) and (b) the
Revolving Loans and the Letters of Credit will be used by the Borrower (and, to the extent
distributed to them by the Borrower, each other Loan Party) solely to provide working
capital from time to time for the Borrower and its Subsidiaries and for other general
corporate purposes (including, without limitation, the payment of fees and expenses as set
forth on such Schedule III (Sources and Uses of Funds)).

Section 4.14  Insurance

All
Insurance Coverage of any kind or nature of the Borrower or any of its Subsidiaries,
including Insurance Coverage for life, fire, theft, product liability, public liability,
property damage, other casualty, employee fidelity, workers compensation and
employee health and welfare insurance, are in full force and effect and are of a nature
and provide such coverage as is sufficient and as is customarily carried by businesses of
the size and character of such Person. None of the Borrower or any of its Subsidiaries has
been refused insurance for any material coverage for which it had applied or had any
policy of insurance terminated (other than at its request).

Section 4.15  Labor Matters

(a)    
          There are no strikes, work stoppages, slowdowns or lockouts pending or, to the
          knowledge of the Borrower, threatened against or involving the Borrower or any
          of its Subsidiaries, other than those that, in the aggregate, would not have a
          Material Adverse Effect.

(b)    
          There are no unfair labor practices, grievances, complaints or arbitrations
          pending, or, to the Borrowers knowledge, threatened, against or involving
          the Borrower or any of its Subsidiaries, nor are there any arbitrations or
          grievances threatened involving the Borrower or any of its Subsidiaries, other
          than those that, in the aggregate, would not have a Material Adverse Effect.

(c)    
          Except as set forth on Schedule 4.15 (Labor Matters), as of the
          Closing Date, there is no collective bargaining agreement covering any employee
          of the Borrower or its Subsidiaries.

(d)    
          Schedule 4.15 (Labor Matters) sets forth as of the date hereof,
          all Material Employment-Related Contracts of the Borrower and any of its
          Subsidiaries.

Section 4.16     ERISA

(a)    
          Schedule 4.16 (List of Plans) separately identifies as of the date hereof
          all Title IV Plans, all Multiemployer Plans and all of the employee benefit
          plans within the meaning of Section 3(3) of ERISA to which the Borrower or
          any of its Subsidiaries has any material obligation or liability, contingent or
          otherwise.

(b)    
          Each employee benefit plan of the Borrower or any of the Borrowers
          Subsidiaries intended to qualify under Section 401 of the Code does so
          qualify, and any trust created thereunder is exempt from tax under the
          provisions of Section 501 of the Code, except where such failures, in the
          aggregate, would not have a Material Adverse Effect.

(c)    
          Each Title IV Plan is in compliance in all material respects with
          applicable provisions of ERISA, the Code and other Requirements of Law except
          for non-compliances that, in the aggregate, would not have a Material Adverse
          Effect.

(d)    
          There has been no, nor is there reasonably expected to occur, any ERISA Event
          other than those that, in the aggregate, would not have a Material Adverse
          Effect.

(e)    
          Except to the extent set forth on Schedule 4.16 (List of Plans),
          none of the Borrower, any of the Borrowers Subsidiaries or any ERISA
          Affiliate would have any Withdrawal Liability as a result of a complete
          withdrawal as of the date hereof from any Multiemployer Plan.

Section 4.17
 Environmental Matters

(a)    
          The operations of the Borrower and each of its Subsidiaries are and to the
          knowledge of the Borrower in compliance with all Environmental Laws, including
          obtaining and complying with all required environmental, health and safety
          Permits, other than non-compliances that, in the aggregate, would not have a
          reasonable likelihood of the Borrower and its Subsidiaries incurring
          Environmental Liabilities and Costs after the date hereof whose Dollar
          Equivalent would exceed $1,000,000.

(b)    
          None of the Borrower or any of its Subsidiaries or any Real Property currently
          or, to the knowledge of the Borrower, previously owned, operated or leased by or
          for the Borrower or any of its Subsidiaries is subject to any pending or, to the
          knowledge of the Borrower, threatened, claim, order, agreement, notice of
          violation, notice of potential liability or is the subject of any pending or, to
          the knowledge of the Borrower, threatened proceeding or governmental
          investigation under or pursuant to Environmental Laws other than those that, in
          the aggregate, are not reasonably likely to result in the Borrower and its
          Subsidiaries incurring Environmental Liabilities and Costs whose Dollar
          Equivalent would exceed $1,000,000.

(c)    
          Except as disclosed on Schedule 4.17 (Environmental Matters), none of the
          Borrower or any of its Subsidiaries is a treatment, storage or disposal facility
          requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C.
          § 6901 et seq., the regulations thereunder or any state analog.

(d)    
          To the knowledge of the Borrower, there are no facts, circumstances or
          conditions arising out of or relating to the operations or ownership of the
          Borrower or of Real Property owned, operated or leased by the Borrower or any of
          its Subsidiaries that are not specifically included in the financial information
          furnished to the Lenders other than those that, in the aggregate, would not have
          a reasonable likelihood of the Borrower and its Subsidiaries incurring
          Environmental Liabilities and Costs in excess of $1,000,000.

(e)    
          As of the date hereof, no Environmental Lien has attached to any property of the
          Borrower or any of its Subsidiaries and, to the knowledge of the Borrower, no
          facts, circumstances or conditions exist that could reasonably be expected to
          result in any such Lien attaching to any such property.

(f)    
          The Borrower and each of its Subsidiaries has provided the Lenders with, or
          otherwise made available for inspection by the Administrative Agent and the
          Lenders, copies of all material environmental, health or safety audits, studies,
          assessments, inspections, investigations or other environmental health and
          safety reports relating to the operations of the Borrower or any of its
          Subsidiaries or any Real Property of any of them that are in the possession,
          custody or control of the Borrower or any of its Subsidiaries.

Section 4.18     Intellectual
Property

The
Borrower and its Subsidiaries own or license or, to the Borrower knowledge, otherwise have
the right to use all licenses, permits, patents, patent applications, trademarks,
trademark applications, service marks, trade names, copyrights, copyright applications,
Internet domain names, franchises, authorizations and other intellectual property rights
(including all Intellectual Property) that are necessary for the operations of their
respective businesses, and, to the Borrowers knowledge, without infringement upon or
conflict with the rights of any other Person with respect thereto, including all trade
names associated with any private label brands of the Borrower or any of its Subsidiaries.
To the Borrowers knowledge, no license, permit, patent, patent application,
trademark, trademark application, service mark, trade name, copyright, copyright
application, Internet domain name, franchise, authorization, other intellectual property
right (including all Intellectual Property), slogan or other advertising device, product,
process, method, substance, part or component, or other material employed by the Borrower
or any of its Subsidiaries infringes upon or conflicts with any rights owned by any other
Person, and no claim or litigation regarding any of the foregoing is pending or
threatened.

Section 4.19  Title; Real
Property

(a)    
          To the knowledge of the Borrower, each of the Borrower and its Subsidiaries has
          good and marketable title to, or valid leasehold interests in, all Real Property
          and good title to all personal property, in each case that is purported to be
          owned or leased by it, including those reflected on the most recent Financial
          Statements delivered by the Borrower, and none of such properties and assets is
          subject to any Lien, except Liens permitted under Section 8.2 (Liens,
          Etc.). To the knowledge of the Borrower, the Borrower and its Subsidiaries
          have received all deeds, assignments, waivers, consents, non-disturbance and
          recognition or similar agreements, bills of sale and other documents in respect
          of, and have duly effected all recordings, filings and other actions necessary
          to establish, protect and perfect, the Borrowers and its
          Subsidiaries right, title and interest in and to all such property.

(b)    
          Set forth on Schedule 4.19 (Title; Real Property) is a complete
          and accurate list of all Real Property of each Loan Party and its Subsidiaries
          and showing, as of the Closing Date, the current street address (including,
          where applicable, county, state and other relevant jurisdictions), record owner
          and, where applicable, lessee thereof.

(c)    
          To the Borrowers knowledge, no Loan Party nor any of its Subsidiaries owns
          or holds, or is obligated under or a party to, any lease, option, right of first
          refusal or other contractual right to purchase, acquire, sell, assign, dispose
          of or lease any Real Property of such Loan Party or any of its Subsidiaries.

(d)    
          To the Borrowers knowledge, no portion of any Real Property of any Loan
          Party or any of its Subsidiaries has suffered any material damage by fire or
          other casualty loss that has not heretofore been completely repaired and
          restored to substantially the same condition as such Real Property was in
          immediately prior to such damage, ordinary wear and tear excepted. To the
          Borrowers knowledge, no portion of any Real Property of any Loan Party or
          any of its Subsidiaries is located in a special flood hazard area as designated
          by any federal Governmental Authority.

(e)    
          To the Borrowers knowledge, all Permits required to have been issued or
          appropriate to enable all Real Property of the Borrower or any of its
          Subsidiaries to be lawfully occupied and used for all of the purposes for which
          they are currently occupied and used have been lawfully issued and are in full
          force and effect, other than those that, in the aggregate, would not have a
          Material Adverse Effect.

(f)    
          None of the Borrower or any of its Subsidiaries has received any notice, or has
          any knowledge, of any pending, threatened or contemplated condemnation
          proceeding affecting any Real Property of the Borrower or any of its
          Subsidiaries or any part thereof, except those that, in the aggregate, would not
          have a Material Adverse Effect.

Section 4.20  Related
Documents

(a)     The
execution, delivery and performance by each Loan Party of the Related           Documents
to which it is a party and the consummation of the Transactions by           such Loan
Party:

(i)     are
within such Loan Partys respective corporate, limited liability           company,
partnership or other powers;

(ii)     have
been duly authorized by all necessary corporate or other action, including           the
consent of stockholders where required;

(iii)     do not
and will not (A) contravene or violate any Loan Partys or any           of its
Subsidiaries respective Constituent Documents, (B) violate any           other
Requirement of Law applicable to any Loan Party, or any order or decree of           any
Governmental Authority or arbitrator, (C) conflict with or result in           the
breach of, constitute a default under, or result in or permit the           termination
or acceleration of, any Contractual Obligation of any Loan Party or           any of its
Subsidiaries, except for those that, in the aggregate, would not have           a
Material Adverse Effect or (D) result in the creation or imposition of           any
Lien upon any property of any Loan Party or any of its Subsidiaries other           than
a Lien permitted under Section 8.2 (Liens, Etc.); and

(iv)     do not
require the consent of, authorization by, approval of, notice to, or           filing or
registration with, any Governmental Authority or any other Person,           other than
those that (A) will have been obtained at the Closing Date, each           of which
will be in full force and effect on the Closing Date, none of which           will on the
Closing Date impose materially adverse conditions upon the exercise           of control
by the Borrower over any of its Subsidiaries and (B) in the           aggregate, if
not obtained, would not have a Material Adverse Effect.

(b)     Each of
the Related Documents has been or at the Closing Date will have been           duly
executed and delivered by each Loan Party party thereto and at the Closing           Date
will be the legal, valid and binding obligation of each Loan Party party
          thereto, enforceable against such Loan Party in accordance with its terms.

(c)     None of
the Related Documents has been amended or modified in any respect and no
          provision therein has been waived, except in each case to the extent permitted
          by Section 8.12 (Modification of Related Documents) and each of
          the representations and warranties therein are true and correct in all material
          respects and no default or event that, with the giving of notice or lapse of
          time or both, would be a default has occurred thereunder.

(d)     The
Obligations constitute Senior Debt and Designated Senior           Debt as
defined in the as defined in Subordinated Note           Indenture Indenture.

Section 4.21  FDA Matters

(a)    
          The Borrower shall, and shall cause each of its Subsidiaries to, and shall
          ensure that the products sold by the Borrower or such Subsidiaries, comply in
          all material respects with all current Requirements of Law issued or
          administered by the FDA.

(b)    
          Neither the Borrower nor any of its Subsidiaries has received, or has knowledge
          of any facts which furnish any reasonable basis for, any Notice of Adverse
          Findings, Warning Letters, Regulatory Letters, Section 305 Notices, or other
          similar communications, and since April 1, 2001, there have been no recalls,
          field notifications, alerts or seizures requested or threatened relating to the
          products sold by Borrower or any of its Subsidiaries.

(c)    
          The premarket approval (PMA) and premarket notification
          (510(k)) documents and related documents and information for
          each of the products of the Borrower and each of its Subsidiaries comply in all
          material respects with the applicable Requirements of Law administered or
          promulgated by the FDA and the Borrower has no reason to believe that the FDA is
          considering limiting, suspending or revoking any such approvals or clearances.
          All preclinical and clinical studies have been conducted with recognized good
          clinical and good laboratory practices in all material respects.

(d)    
          Neither the Borrower nor any of its Subsidiaries is aware of any facts or
          circumstances which are reasonably likely to cause (i) the denial, withdrawal,
          recall or suspension of any product sold or intended to be sold by the Borrower
          or any of its Subsidiaries, or (ii) a change in the marketing classification or
          labeling of any such products, or (iii) a termination or suspension of marketing
          of any such products.

(e)    
          Set forth on Schedule 4.21 (FDA Matters) is a complete and
          accurate list, as of the date hereof, of (i) all products manufactured, marketed
          or sold by the Borrower and each of its Subsidiaries which have been recalled or
          subject to a field notification (whether voluntarily or otherwise) on or after
          April 1, 2001 and (ii) all proceedings commenced on or after April 1, 2001 of
          which the Borrower or any of its Subsidiaries has received notice (whether
          completed or pending) at any time seeking recall, suspension or seizure of any
          product sold or proposed to be sold by the Borrower or any of its Subsidiaries.

(f)    
          Since April 1, 2001, the Borrower has conducted all internal audits, has
          prepared all internal audit reports, has conducted all management reviews of
          such audit reports and has taken all such follow up corrective action indicated
          by such audit reports as are required pursuant to 21 C.F.R. Section 820.20.

(g)    
          Since April 1, 2001, the Borrower and each of its Subsidiaries has timely filed
          all medical device reports (the Medical Device Report Policy)
          required to be filed pursuant to 21 C.F.R. Section 802.24. Schedule 4.21 (FDA
          Matters)hereto sets forth each of the Borrowers and each of its
          Subsidiarys corporate policy for filing such reports.

(h)    
          The Borrower has obtained all necessary regulatory approvals from any foreign
          regulatory agencies related to the products distributed and sold by it or any of
          its Subsidiaries.

(i)    
          The Borrower reasonably believes that it will be able to obtain authorization
          from the FDA to market all products proposed as of the Closing Date to be
          introduced by it under a 510(k) clearance, and will not be required to file a
          PMA application with the FDA with respect to any such products.

# ARTICLE V

# FINANCIAL COVENANTS

The
Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the
following as long as any Obligation or any Revolving Credit Commitment remains outstanding
and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 5.1  Maximum
Leverage Ratio

The
Borrower shall maintain, on each day of each Fiscal Quarter set forth below, a Leverage
Ratio of not more than the maximum ratio set forth below opposite such Fiscal Quarter:

|                      |                       
|--------------------- | ----------------------
|FISCAL QUARTER ENDING | MAXIMUM LEVERAGE RATIO
|September 30, 2003    | 4.30 to 1.00          
|December 31, 2003     | 4.20 to 1.00          
|March 31, 2004        | 4.20 to 1.00          
|June 30, 2004         | 4.20 to 1.00          
|September 30, 2004    | 4.00 to 1.00          
|December 31, 2004     | 4.00 to 1.00          
|March 31, 2005        | 3.75 to 1.00          
|June 30, 2005         | 3.75 to 1.00          
|September 30, 2005    | 3.50 to 1.00          
|December 31, 2005     | 3.50 to 1.00          
|March 31, 2006        | 3.25 to 1.00          
|June 30, 2006         | 3.00 to 1.00          
|September 30, 2006    | 3.00 to 1.00          
|December 31, 2006     | 2.75 to 1.00          
|March 31, 2007        | 2.50 to 1.00          
|June 30, 2007         | 2.50 to 1.00          
|September 30, 2007    | 2.50 to 1.00          
|December 31, 2007     | 2.50 to 1.00          
|March 31, 2008        | 2.25 to 1.00          
|June 30, 2008         | 2.25 to 1.00          
|September 30, 2008    | 2.25 to 1.00          
|December 31, 2008     | 2.25 to 1.00          
|March 31, 2009        | 2.25 to 1.00          
|June 30, 2009         | 2.25 to 1.00          

Section 5.2  Minimum
Interest Coverage Ratio

The
Borrower shall maintain an Interest Coverage Ratio, as determined as of the last day of
each Fiscal Quarter set forth below, for the four Fiscal Quarters ending on such day, of
at least the minimum ratio set forth below opposite such Fiscal Quarter:

|                                 | 
|-------------------------------- | 
|FISCAL QUARTER ENDING            | 
|SEPTEMBER 30, 2003               | 
|DECEMBER 31, 2003                | 
|MARCH 31, 2004                   | 
|JUNE 30, 2004                    | 
|SEPTEMBER 30, 2004               | 
|DECEMBER 31, 2004                | 
|MARCH 31, 2005                   | 
|JUNE 30, 2005                    | 
|SEPTEMBER 30, 2005               | 
|DECEMBER 31, 2005                | 
|MARCH 31, 2006                   | 
|JUNE 30, 2006                    | 
|SEPTEMBER 30, 2006               | 
|DECEMBER 31, 2006                | 
|MARCH 31, 2007 and each          | 
|Fiscal Quarter ending thereafter | 

---

Section 5.3  Minimum
Fixed Charge Coverage Ratio

The
Borrower shall maintain a Fixed Charge Coverage Ratio, as determined as of the last day of
each Fiscal Quarter set forth below, for the four Fiscal Quarters ending on such day, of
at least the minimum ratio set forth below opposite such Fiscal Quarter:

|                                 |                                   
|-------------------------------- | ----------------------------------
|FISCAL QUARTER ENDING            | MINIMUM FIXED CHARGECOVERAGE RATIO
|SEPTEMBER 30, 2003               | 1.15 to 1.00                      
|DECEMBER 31, 2003                | 1.15 to 1.00                      
|MARCH 31, 2004                   | 1.15 to 1.00                      
|JUNE 30, 2004                    | 1.15 to 1.00                      
|SEPTEMBER 30, 2004               | 1.15 to 1.00                      
|DECEMBER 31, 2004                | 1.15 to 1.00                      
|MARCH 31, 2005                   | 1.15 to 1.00                      
|JUNE 30, 2005                    | 1.15 to 1.00                      
|SEPTEMBER 30, 2005               | 1.15 to 1.00                      
|DECEMBER 31, 2005                | 1.15 to 1.00                      
|MARCH 31, 2006                   | 1.25 to 1.00                      
|JUNE 30, 2006                    | 1.25 to 1.00                      
|SEPTEMBER 30, 2006               | 1.25 to 1.00                      
|DECEMBER 31, 2006                | 1.25 to 1.00                      
|MARCH 31, 2007                   | 1.25 to 1.00                      
|JUNE 30, 2007                    | 1.25 to 1.00                      
|SEPTEMBER 30, 2007               | 1.25 to 1.00                      
|DECEMBER 31, 2007                | 1.25 to 1.00                      
|MARCH 31, 2008 and each          | 1.35 to 1.00                      
|Fiscal Quarter ending thereafter

Section 5.4  Capital
Expenditures

The
Borrower shall not make or incur, or permit to be made or incurred, Capital Expenditures
during each of the Fiscal Years set forth below to be, in the aggregate, in excess of the
maximum amount set forth below for such Fiscal Year:

|            |                            
|----------- | ---------------------------
|FISCAL YEAR | MAXIMUM CAPITALEXPENDITURES
|2003        | $40,000,000                
|2004        | $40,000,000                
|2005        | $40,000,000                
|2006        | $40,000,000                
|2007        | $45,000,000                
|2008        | $45,000,000                
|2009        | $25,000,000                

provided,however, that
to the extent that actual Capital Expenditures for any such Fiscal Year shall be less than
the maximum amount set forth above for such Fiscal Year (without giving effect to the
carryover permitted by this proviso), fifty percent (50%) of the difference between such
stated maximum amount and such actual Capital Expenditures shall, in addition, be
available for Capital Expenditures in the next succeeding Fiscal Year.

# ARTICLE VI

# REPORTING COVENANTS

The
Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the
following, as long as any Obligation or any Revolving Credit Commitment remains
outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 6.1  Financial
Statements

The
Borrower shall furnish to the Administrative Agent (with sufficient copies for each of the
Lenders) each of the following:

(a)    
          Monthly Reports. Within (i) 45 days after the end of each of the fiscal
          months ending March 31, June 30, September 30 and December 31 in each Fiscal
          Year and (ii) 30 days after the end of each other fiscal month in each Fiscal
          Year (or, in the cases of clauses (i) and (ii), within such
          additional period of up to 5 Business Days as may be agreed to by the
          Administrative Agent), commencing with the fiscal month ending on June 30, 2003,
          financial information regarding the Borrower and its Subsidiaries consisting of
          Consolidated unaudited balance sheets as of the close of such month and the
          related statements of income and cash flow for such month, together with monthly
          income statements for the Borrowers North American and international
          business segments (together, the Business Segments), and in
          each case, for that portion of the current Fiscal Year ending as of the close of
          such month, setting forth in comparative form the figures for the corresponding
          period in the prior year, in each case certified by a Responsible Financial
          Officer of the Borrower as fairly presenting the Consolidated financial position
          of the Borrower and its Subsidiaries as at the dates indicated and the results
          of their operations and cash flow for the periods indicated and the results of
          operations for each of the Borrowers Business Segments for the periods
          indicated, in each case in accordance with GAAP (subject to the absence of
          footnote disclosure and normal year-end audit adjustments).

(b)    
          Quarterly Reports. As soon as available, and in no event later than 45
          days after the end of the first three Fiscal Quarters of each Fiscal Year,
          financial information regarding the Borrower and its Subsidiaries consisting of
          Consolidated unaudited balance sheets as of the close of such quarter and the
          related statements of income and cash flow for such quarter, together with
          quarterly income statements for each of the Borrowers Business Segments,
          and in each case, for that portion of the Fiscal Year ending as of the close of
          such quarter, setting forth in comparative form the figures for the
          corresponding period in the prior year, in each case certified by a Responsible
          Officer of the Borrower as fairly presenting the Consolidated financial position
          of the Borrower and its Subsidiaries as at the dates indicated and the results
          of their operations and cash flow for the periods indicated and the results of
          operations for each of the Borrowers Business Segments for the periods
          indicated, in each case in accordance with GAAP (subject to the absence of
          footnote disclosure and normal year-end audit adjustments).

(c)    
          Annual Reports. As soon as available, and in no event later 90 days after
          the end of each Fiscal Year, financial information regarding the Borrower and
          its Subsidiaries consisting of Consolidated balance sheets of the Borrower and
          its Subsidiaries as of the end of such year and related statements of income and
          cash flows of the Borrower and its Subsidiaries for such Fiscal Year, together
          with unaudited income statements for each of the Borrowers Business
          Segments, all prepared in conformity with GAAP and certified, in the case of
          such Consolidated Financial Statements, without qualification as to the scope of
          the audit by the Borrowers Accountants, together with the report of such
          accounting firm stating that (i) such Financial Statements fairly present
          the Consolidated financial position of the Borrower and its Subsidiaries as at
          the dates indicated and the results of their operations and cash flow for the
          periods indicated in conformity with GAAP applied on a basis consistent with
          prior years (except for changes with which the Borrowers Accountants shall
          concur and that shall have been disclosed in the notes to the Financial
          Statements) and (ii) the examination by the Borrowers Accountants in
          connection with such Consolidated Financial Statements has been made in
          accordance with generally accepted auditing standards, and accompanied by a
          certificate stating that in the course of the regular audit of the business of
          the Borrower and its Subsidiaries such accounting firm has obtained no knowledge
          that a Default or Event of Default in respect of the financial covenants
          specified in Article V (Financial Covenants)has occurred and is
          continuing, or, if in the opinion of such accounting firm, a Default or Event of
          Default has occurred and is continuing in respect of such financial covenants, a
          statement as to the nature thereof.

(d)    
          Compliance Certificate. Together with each delivery of any Financial
          Statement pursuant to clause  (b) or (c) above, a certificate
          of a Responsible Officer of the Borrower (each, a Compliance
          Certificate) (i) showing in reasonable detail the calculations
          used in determining the Leverage Ratio (for purposes of determining the
          Applicable Margin) and demonstrating compliance with each of the financial
          covenants contained in Article V (Financial Covenants)that is tested on
          a quarterly basis and (ii) stating that no Default or Event of Default has
          occurred and is continuing or, if a Default or an Event of Default has occurred
          and is continuing, stating the nature thereof and the action that the Borrower
          proposes to take with respect thereto.

(e)    
          Corporate Chart and Other Collateral Updates. Together with each delivery
          of any Financial Statement required to be delivered pursuant to clause 
          (b) or (c) above, (i) a certificate of a Responsible Officer of
          the Borrower certifying that the Corporate Chart attached thereto (or the last
          Corporate Chart delivered pursuant to this clause (e)) is true, correct,
          complete and current as of the date of such Financial Statement and (ii) a
          certificate of a Responsible Officer of the Borrower in form and substance
          satisfactory to the Administrative Agent that, to the best of the knowledge of
          the Borrower, all certificates, statements, updates and other documents
          (including updated schedules) required to be delivered pursuant to the Pledge
          and Security Agreement by any Loan Party in the preceding Fiscal Year have been
          delivered thereunder (or such delivery requirement was otherwise duly waived or
          extended). The reporting requirements set forth in this clause (e) are in
          addition to, and are not intended to and shall not replace or otherwise modify,
          any obligation of any Loan Party under any Loan Document (including other notice
          or reporting requirements). Compliance with the reporting obligations in this
          clause  (e) shall only provide notice to the Administrative Agent
          and shall not, by itself, modify any obligation of any Loan Party under any Loan
          Document, update any Schedule to this Agreement or any schedule to any other
          Loan Document or cure, or otherwise modify in any way, any failure to comply
          with any covenant, or any breach of any representation or warranty, contained in
          any Loan Document or any other Default or Event of Default.

(f)    
          Business Plan. Not later than the end of each Fiscal Year, and containing
          substantially the types of financial information contained in the Projections,
          (i) the annual business plan of the Borrower and its Subsidiaries for each
          Fiscal Quarter in the next succeeding Fiscal Year approved by the Board of
          Directors of the Borrower, (ii) forecasts prepared by management of the
          Borrower for each Fiscal Quarter in the next succeeding Fiscal Year, and
          (iii) forecasts prepared by management of the Borrower for each Fiscal
          Quarter of the succeeding Fiscal Year and for each Fiscal Year thereafter on an
          annual basis through the Fiscal Year in which the Term Loan Maturity Date is
          scheduled to occur, including, in each instance described in
          clauses (ii)and (iii) above, (x) a projected year-end
          Consolidated balance sheet and income statement and statement of cash flows and
          (y) a statement of all of the material assumptions on which such forecasts
          are based.

(g)    
          Management Letters, Etc. Within five Business Days after receipt thereof
          by any Loan Party, copies of each management letter, exception report or similar
          letter or report received by such Loan Party from its independent certified
          public accountants (including the Borrowers Accountants).

(h)    
          Intercompany Loan Balances. Together with each delivery of any Financial
          Statement pursuant to clause (a) above, a summary of the outstanding
          balance of all intercompany Indebtedness as of the last day of the fiscal month
          covered by such Financial Statement, certified by a Responsible Financial
          Officer of the Borrower.

Section 6.2  Default
Notices

As
soon as practicable, and in any event within five Business Days after a Responsible
Officer of any Loan Party has actual knowledge of the existence of any Default, Event of
Default or other event having had a Material Adverse Effect or having any reasonable
likelihood of causing or resulting in a Material Adverse Change, the Borrower shall give
the Administrative Agent notice specifying the nature of such Default or Event of Default
or other event, including the anticipated effect thereof, which notice, if given by
telephone, shall be promptly confirmed in writing on the next Business Day.

Section 6.3 Litigation

Promptly
after the commencement thereof, the Borrower shall give the Administrative Agent written
notice of the commencement of each action, suit and proceeding (or series of related
actions, suits and proceedings) before any domestic or foreign Governmental Authority or
arbitrator affecting the Borrower or any Subsidiary of the Borrower that (i) seeks
injunctive or similar relief or (ii) in the reasonable judgment of the Borrower or
such Subsidiary, expose the Borrower or such Subsidiary to liability in an amount
aggregating $1,000,000 or more or that, if adversely determined, would have a Material
Adverse Effect.

Section 6.4  Asset Sales

Prior
to, or concurrently with, any Asset Sale or series of related Asset Sales whose Net Cash
Proceeds (or the Dollar Equivalent thereof) are anticipated to exceed $250,000
individually, the Borrower shall send the Administrative Agent a notice
(a) describing such Asset Sale or series of related Asset Sales or the nature and
material terms and conditions of such transaction and (b) stating the estimated Net
Cash Proceeds anticipated to be received by the Borrower or any of its Subsidiaries;
provided, however that with respect to any such Asset Sales, the foregoing
notice shall only be required to the extent that a mandatory prepayment of the Loans is
required pursuant to Section 2.8 (Mandatory Prepayments).

Section 6.5  Notices under
Related Documents

Promptly
after the sending or filing thereof, the Borrower shall send the Administrative Agent
copies of all material notices, certificates or reports delivered pursuant to, or in
connection with, any Related Document.

Section 6.6  SEC Filings;
Press Releases

(a)    
          Promptly after the sending or filing thereof, the Borrower shall send the
          Administrative Agent copies of (a) all reports that the Borrower sends to
          its security holders generally, (b) all reports and registration statements
          that the Borrower or any of the Borrowers Subsidiaries files with the
          Securities and Exchange Commission or any national or foreign securities
          exchange or the National Association of Securities Dealers, Inc. and
          (c) all other statements concerning material changes or developments in the
          business of such Loan Party made available by any Loan Party to the public or
          any other creditor.

(b)    
          Together with the delivery of any Financial Statements delivered pursuant to
          Section 6.1(b) or (c) (Financial Statements), the Borrower
          agrees to send to the Administrative Agent copies of all press releases that
          have been made by or on behalf of any Loan Party during the Fiscal Quarter
          covered by such Financial Statements.

Section 6.7  Labor
Relations

Promptly
after becoming aware of the same, the Borrower shall give the Administrative Agent written
notice of (a) any material labor dispute to which the Borrower or any of its
Subsidiaries is or may become a party, including any strikes, lockouts or other disputes
relating to any of such Persons plants and other facilities, and (b) any Worker
Adjustment and Retraining Notification Act or related liability incurred with respect to
the closing of any plant or other facility of any such Person.

Section 6.8  Tax Returns

Upon
the request of any Lender, through the Administrative Agent, the Borrower shall provide
copies of all federal, state, local and foreign tax returns and reports filed by the
Borrower (for itself or as successor-in-interest to ALARIS Medical) or any Subsidiary of
the Borrower in respect of taxes measured by income (excluding sales, use and like taxes).

Section 6.9  Insurance

As
soon as is practicable and in any event within 90 days after the end of each Fiscal Year,
the Borrower shall furnish the Administrative Agent (in sufficient copies for each of the
Lenders) with (a) a report in form and substance satisfactory to the Administrative
Agent and the Lenders outlining all material Insurance Coverage maintained as of the date
of such report by the Borrower or any Subsidiary of the Borrower and the duration of such
coverage and (b) an insurance brokers statement that all premiums then due and
payable with respect to such Insurance Coverage (other than programs of self-insurance)
have been paid and confirming that the Administrative Agent has been named as loss payee
or additional insured to the extent required by Section 7.5 (Maintenance of
Insurance), as applicable.

Section 6.10  ERISA Matters

The
Borrower shall furnish the Administrative Agent (with sufficient copies for each of the
Lenders) each of the following:

(a)    
          promptly and in any event within 30 days after the Borrower, any Subsidiary of
          the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA
          Event has occurred, written notice describing such event;

(b)    
          promptly and in any event within 10 days after the Borrower, and Subsidiary of
          the Borrower or any ERISA Affiliate knows or has reason to know that a request
          for a minimum funding waiver under Section 412 of the Code has been filed
          with respect to any Title IV Plan or Multiemployer Plan, a written
          statement of a Responsible Officer of the Borrower describing such ERISA Event
          or waiver request and the action, if any, the Borrower, its Subsidiaries and
          ERISA Affiliates propose to take with respect thereto and a copy of any notice
          filed with the PBGC or the IRS pertaining thereto; and

(c)    
          simultaneously with the date that the Borrower, any Subsidiary of the Borrower
          or any ERISA Affiliate files a notice of intent to terminate any Title IV
          Plan, if such termination would require material additional contributions in
          order to be considered a standard termination within the meaning of
          Section 4041(b) of ERISA, a copy of each notice.

Section 6.11
 Environmental Matters

The
Borrower shall provide the Administrative Agent promptly and in any event within 15 days
after the Borrower or any Subsidiary of the Borrower learning of any of the following,
written notice of each of the following:

(a)    
          that any Loan Party is or may be liable to any Person as a result of a Release
          or threatened Release that could reasonably be expected to subject such Loan
          Party to Environmental Liabilities and Costs whose Dollar Equivalent shall
          exceed $1,000,000;

(b)    
          the receipt by any Loan Party of written notification that any real or personal
          property of such Loan Party is or is reasonably likely to be subject to any
          Environmental Lien;

(c)    
          the receipt by any Loan Party of any written notice of violation of or potential
          liability under, or knowledge by such Loan Party that there exists a condition
          that could reasonably be expected to result in a violation of or liability
          under, any Environmental Law, except for violations and liabilities the
          consequence of which, in the aggregate, would not be reasonably likely to
          subject the Loan Parties collectively to Environmental Liabilities and Costs
          whose Dollar Equivalent shall exceed $1,000,000;

(d)    
          the commencement of any judicial or administrative proceeding or investigation
          alleging a violation of or liability under any Environmental Law, that, in the
          aggregate, if adversely determined, would have a reasonable likelihood of
          subjecting the Loan Parties collectively to Environmental Liabilities and Costs
          whose Dollar Equivalent shall exceed $1,000,000;

(e)    
          any proposed acquisition of stock, assets or real estate, any proposed leasing
          of property or any other action by any Loan Party or any of its Subsidiaries
          other than those the consequences of which, in the aggregate, have reasonable
          likelihood of subjecting the Loan Parties collectively to Environmental
          Liabilities and Costs whose Dollar Equivalent shall exceed $1,000,000;

(f)    
          any proposed action by any Loan Party or any of its Subsidiaries or any proposed
          change in Environmental Laws that, in the aggregate with other such proposed
          actions or proposed changes, has a reasonable likelihood of requiring the Loan
          Parties to obtain additional environmental, health or safety Permits or make
          additional capital improvements to obtain compliance with Environmental Laws
          that, in the aggregate, would have Costs whose Dollar Equivalent shall exceed
          $500,000 that shall subject the Loan Parties to additional Environmental
          Liabilities and Costs whose Dollar Equivalent shall exceed $1,000,000; and

(g)    
          upon written request by any Lender through the Administrative Agent, a report
          providing an update of the status of any environmental, health or safety
          compliance, hazard or liability issue identified in any notice or report
          delivered pursuant to this Agreement.

Section 6.12  Customer
Contracts

Promptly
after any Loan Party becoming aware of the same, the Borrower shall give the
Administrative Agent prior to the Closing Date, and at any time thereafter, written notice
of any cancellation, termination or loss of any material Contractual Obligation or other
customer arrangement that could reasonably be expected to result in a Material Adverse
Effect.

Section 6.13  FDA Reports

Together
with the delivery of any Financial Statements delivered pursuant to Section 6.1(b)
or (c) (Financial Statements), the Borrower agrees to provide summaries to
the Administrative Agent regarding the regulatory status of the Borrowers and each
of its Subsidiaries medical device products and a Responsible Officer of the
Borrower shall certify to the Administrative Agent that the quality system of the Borrower
and its Subsidiaries complies with all applicable Requirements of Law of the FDA and that
no material adverse finding resulted from any inspection or audit conducted by the
Borrower or any of its Subsidiaries regarding their quality systems. Such summaries will
contain information regarding the status of PMA and 510(k) submissions; the status of
agency actions regarding such submissions (denial, withdrawal, etc.); the termination or
suspension of marketing of any of the Borrowers or any of its Subsidiaries
medical device products; the results of FDA inspections of the Borrowers and each of
its Subsidiaries manufacturing facilities. The Borrower shall, and shall cause each
of its Subsidiaries to, provide the Administrative Agent timely access to all available
documentation relating to any of the foregoing information, including summaries containing
information regarding the results of any internal inspections and audits conducted by the
Borrower or any of its Subsidiaries regarding its medical device products.

Section 6.14  Tax Treatment

Promptly
upon the Borrower determining that it intends to treat the Loans and the Letters of Credit
and the related transactions contemplated hereby as being a reportable
transaction (within the meaning of Treasury Regulation Section 1.6 011-4 of the
Code), the Borrower shall give the Administrative Agent written notice thereof.

Section 6.15  Other
Information

The
Borrower shall provide the Administrative Agent or any Lender with such other information
respecting the business, properties, condition, financial or otherwise, or operations of
the Borrower or any Subsidiary of the Borrower as the Administrative Agent or such Lender
through the Administrative Agent may from time to time reasonably request.

# ARTICLE VII

# AFFIRMATIVE COVENANTS

The
Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the
following, as long as any Obligation or any Revolving Credit Commitment remains
outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

Section 7.1  Preservation
of Corporate Existence, Etc.

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, preserve and maintain
its legal existence, rights (charter and statutory) and franchises, except as permitted by
Section 8.4 (Sale of Assets) and Section 8.7 (Restriction on Fundamental
Changes; Permitted Acquisitions).

Section 7.2  Compliance
with Laws, Etc.

(a)    
          The Borrower shall, and shall cause each Subsidiary of the Borrower to, comply
          with all applicable Requirements of Law, Contractual Obligations and Permits,
          except where the failure so to comply would not, in the aggregate, have a
          Material Adverse Effect.

(b)       
          Notwithstanding anything to the contrary in clause (a)above,

(i)     the
Borrower shall, and shall cause each of its Subsidiaries to, comply in all
          material Requirements of Law administered or promulgated by the FDA, and shall
          take all such actions as shall reasonably be necessary to ensure such
compliance           on an ongoing basis during the term of this Agreement, including,
without           limitation (a) retaining an independent manufacturing practices
consultant           (should the Borrower or any such Subsidiaries believe it prudent to
do so) to           audit the Borrowers and each such Subsidiarys
manufacturing           practices, and taking all such reasonable remedial actions as any
such           consultant retained by the Borrower or any of its Subsidiaries shall
recommend           with respect to any significant deviations from the FDAs Good
          Manufacturing Practices Regulations; (b) retaining experienced FDA counsel to
          advise the Borrower and such Subsidiaries on legal issues affecting such
          compliance; and (c) requesting such FDA counsel (should the Borrowers or
          any such Subsidiaries believe it prudent to do so) to audit the Borrowers
          and each such Subsidiarys complaint and medical device reporting files,
or           other areas regulated by the FDA, from time to time and taking all such
remedial           actions with respect thereto as such FDA counsel shall recommend.

(ii)     The
Borrower shall and shall cause each of its Subsidiaries to, report to the           FDA
all events that the Borrower, any of its Subsidiaries or its counsel           concludes
are required to be reported to the FDA under the FDAs medical           device
reporting regulations and shall furnish promptly to the Administrative           Agent
copies of all notices of adverse findings (including 485 observations and
          establishment inspection reports), regulatory letters, Section 305 Notices,
          recalls and FDA regulatory actions filed or threatened, relating to the
          Borrowers or any of its Subsidiaries medical device products.

Section 7.3  Conduct of
Business

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, (a) conduct its
business in the ordinary course and consistent with past practice and (b) use its
reasonable efforts, in the ordinary course and consistent with past practice, to preserve
its business and the goodwill and business of the customers, advertisers, suppliers and
others having business relations with the Borrower or any of its Subsidiaries, except in
each case where the failure to comply with the covenants in each of
clauses (a) and (b) above would not, in the aggregate, have a Material
Adverse Effect.

Section 7.4  Payment of
Taxes, Etc.

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, pay and discharge
before the same shall become delinquent, all Material Governmental Claims, except where
contested in good faith, by proper proceedings and adequate reserves therefor have been
established on the books of the Borrower or the appropriate Subsidiary in conformity with
GAAP.

Section 7.5  Maintenance
of Insurance

The
Borrower shall (a) maintain for, itself, and the Borrower shall cause to be
maintained for each Subsidiary of the Borrower, Insurance Coverage with a Captive
Insurance Entity (to the extent such Captive Insurance Entity are created and capitalized
in accordance with the terms of this Agreement) and/or with responsible and reputable
insurance or reinsurance companies or associations (as applicable) in such amounts and
covering such risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the Borrower or such
Subsidiary operates, and such other Insurance Coverage as may be reasonably requested by
the Requisite Lenders, and, in any event, all insurance required by any Collateral
Documents and (b) cause all such Insurance Coverage (other than general liability
policies and self insurance programs) and, if applicable, reinsurance, to name the
Administrative Agent on behalf of the Secured Parties as additional insured or loss payee,
as appropriate, and to provide that no cancellation, material addition in amount or
material change in coverage shall be effective until after 30 days written notice
thereof to the Administrative Agent.

Section 7.6  Access

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, from time to time
permit the Administrative Agent and/or the Lenders, or any agents or representatives
thereof, within two Business Days after written notification of the same (except that
during the continuance of an Event of Default, no such notice shall be required) to
(a) examine and make copies of and abstracts from the records and books of account of
the Borrower and each Subsidiary of the Borrower, (b) visit the properties of the
Borrower and each Subsidiary of the Borrower, (c) discuss the affairs, finances and
accounts of the Borrower and each Subsidiary of the Borrower with any of their respective
officers or directors and (d) communicate directly with any of its certified public
accountants (including the Borrowers Accountants). Borrower shall authorize its
certified public accountants (including the Borrowers Accountants), and shall cause
the certified public accountants of any Subsidiary of the Borrower, if any, to disclose to
the Administrative Agent or any Lender any and all financial statements and other
information of any kind, as the Administrative Agent or any Lender reasonably requests and
that such accountants may have with respect to the business, financial condition, results
of operations or other affairs of the Borrower or any Subsidiary of the Borrower.

Section 7.7  Keeping of
Books

The
Borrower shall, and shall cause each Subsidiary of the Borrower to keep, proper books of
record and account, in which full and correct entries shall be made in conformity with
GAAP of all financial transactions and the assets and business of the Borrower and each
such Subsidiary.

Section 7.8  Maintenance
of Properties, Etc.

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain and preserve
(a) in good working order and condition all of its properties necessary in the
conduct of its business, (b) all rights, permits, licenses, approvals and privileges
(including all Permits) used or useful or necessary in the conduct of its business and
(c) all registered patents, trademarks, trade names, copyrights and service marks
with respect to its business, except where failure to so maintain and preserve the items
set forth in clauses (a), (b) and (c) above would not, in the
aggregate, have a Material Adverse Effect.

Section 7.9  Application
of Proceeds

The
Borrower (and, to the extent distributed to them by the Borrower, each Loan Party) shall
use the entire amount of the proceeds of the Loans as provided in Section 4.13
(Use of Proceeds) and otherwise in accordance with the Sources and Uses of Funds.

Section 7.10  Environmental

The
Borrower shall, and shall cause each Subsidiary of the Borrower to, comply in all material
respects with Environmental Laws and, without limiting the foregoing, the Borrower shall,
at its sole cost and expense, upon receipt of any notification or otherwise obtaining
knowledge of any Release or other event that has any reasonable likelihood of Borrower or
any Subsidiary of the Borrower incurring Environmental Liabilities and Costs whose Dollar
Equivalent shall exceed $1,000,000 in the aggregate, (a) conduct, or pay for
consultants to conduct, tests or assessments of environmental conditions at such
operations or properties, including the investigation and testing of subsurface conditions
and (b) take such Remedial Action and undertake such investigation or other action as
required by Environmental Laws or as any Governmental Authority requires or as is
appropriate and consistent with good business practice to address the Release or event and
otherwise ensure compliance with Environmental Laws.

Section 7.11  Additional
Collateral and Guaranties

To
the extent not delivered to the Administrative Agent on or before the Closing Date
(including in respect of property acquired in connection with any Permitted Acquisition,
any other after acquired property, Persons that become Subsidiaries of any Loan Party
pursuant to the Global Manufacturing Restructuring and any other Persons that become
Subsidiaries of any Loan Party after the Closing Date), the Borrower agrees promptly to
do, or cause each Subsidiary of the Borrower to do, each of the following, unless
otherwise agreed by the Administrative Agent:

(a)    
          deliver to the Administrative Agent such duly executed supplements and
          amendments to the Guaranty, in each case in form and substance reasonably
          satisfactory to the Administrative Agent and as the Administrative Agent deems
          necessary or advisable in order to ensure that each Subsidiary of each Loan
          Party and each Subsidiary of the Borrower planning to enter, having entered,
          having agreed to enter or which any Loan Party has agreed to cause to enter into
          Guaranty Obligations of the Indebtedness of any Loan Party or any other Person
          in each case to the extent such Guaranty Obligations are permitted hereunder,
          guaranties, as primary obligor and not as surety, the full and punctual payment
          when due of the Obligations or any part thereof; provided,
          however, that, unless (x) the Borrower and the Administrative Agent
          otherwise agree, (y) such Non-U.S. Person or Subsidiary has entered into
          Guaranty Obligations as described above having substantially similar tax
          consequences or (z) such guaranty can be given without resulting in any material
          adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a
          whole (including any Person that becomes a Loan Party as a result of such pledge
          or grant), in no event shall any Non-U.S. Person or any Subsidiary of any
          Non-U.S. Person be required to guaranty the payment of the Obligations;

(b)    
          deliver to the Administrative Agent such duly-executed joinder and amendments to
          the Pledge and Security Agreement and, if applicable, other Collateral Documents
          (or, in the case of any such Subsidiary of any Loan Party that holds shares in
          any Person that is not a Domestic Subsidiary and is organized under the laws of
          Australia, Canada, Mexico, the United Kingdom, Luxembourg or such other
          jurisdictions as may be reasonably required by the Administrative Agent, foreign
          charges, pledges, security agreements and other Collateral Documents necessary
          or advisable to perfect the Administrative Agents Lien on such shares), in
          each case in form and substance reasonably satisfactory to the Administrative
          Agent and as the Administrative Agent deems necessary or advisable in order to
          (i) effectively grant to the Administrative Agent, for the benefit of the
          Secured Parties, a valid, perfected and enforceable first-priority security
          interest in the Stock and Stock Equivalents and other debt Securities owned by
          the Borrower, any Loan Party or any Subsidiary of any Loan Party or any
          Subsidiary of the Borrower planning to enter, having entered, having agreed to
          enter or which any Loan Party has agreed to cause to enter into Guaranty
          Obligations as described in clause (a) above or any other Person planning
          to enter, having entered or having agreed to enter into any such Guaranty
          Obligations and (ii) effectively grant to the Administrative Agent, for the
          benefit of the Secured Parties, a valid, perfected and enforceable
          first-priority security interest in all property interests and other assets of
          any Loan Party or any Subsidiary of any Loan Party or any Subsidiary of the
          Borrower planning to enter, having entered, having agreed to enter or which any
          Loan Party has agreed to cause to enter into Guaranty Obligations as described
          in clause (a) above or any other Person planning to enter, having entered
          or having agreed to enter into any such Guaranty Obligations;
          provided,however, that, unless (x) the Borrower and the
          Administrative Agent otherwise agree or (y) such pledge or grant can be
          made without resulting in any material adverse tax consequences for the Loan
          Parties and their Subsidiaries, taken as a whole (including any Person that
          becomes a Loan Party as a result of such pledge or grant), in no event shall any
          Loan Party or any Subsidiary thereof be required to pledge (i) in excess of
          65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct
          Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a
          Domestic Person or (ii) any Stock in any direct or indirect Subsidiary of
          any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any
          Subsidiary of the Borrower that is a Domestic Person;

(c)    
          deliver to the Administrative Agent all certificates, instruments and other
          documents representing all Pledged Stock, Pledged Debt Instruments and all other
          Stock, Stock Equivalents and other debt Securities being pledged pursuant to the
          joinders, amendments and foreign agreements executed pursuant to
          clause (b)above, together with (i) in the case of Pledged
          Certificated Stock and other certificated Stock and Stock Equivalents, undated
          stock powers endorsed in blank and (ii) in the case of Pledged Debt
          Instruments and other certificated debt Securities, endorsed in blank, in each
          case executed and delivered by a Responsible Officer of such Loan Party or such
          Subsidiary thereof, as the case may be;

(d)    
          to take such other actions necessary or advisable to ensure the validity or
          continuing validity of the guaranties required to be given pursuant to
          clause (a)above, or to create, maintain or perfect the security
          interest required to be granted pursuant to clause (b)above,
          including the filing of UCC financing statements in such jurisdictions as may be
          required by the Collateral Documents or by law or as may be reasonably requested
          by the Administrative Agent;

(e)    
          if requested by the Administrative Agent, deliver to the Administrative Agent
          legal opinions relating to the matters described above, which opinions shall be
          in form and substance, and from counsel, reasonably satisfactory to the Agent.

Section 7.12  Collateral
Access Agreements and Bailees Letters

(a)    
          To the extent not delivered to the Administrative Agent on or prior to the
          Closing Date, the Borrower shall, and shall cause each of its Subsidiaries to
          use commercially reasonable efforts to obtain, within 90 days after the Closing
          Date (or such later date as shall be acceptable to the Administrative Agent in
          its sole discretion), and deliver to the Administrative Agent such Collateral
          Access Agreements and Bailees Letters as the Administrative Agent shall
          reasonably request.

(b)    
          The Borrower agrees that if at any date of determination any Collateral of any
          Loan Party with a book value in excess of $5,000,000 (in the aggregate, taken
          together with all such other Collateral that is located on any Real Property
          that is not owned by a Loan Party) is located on any Real Property (whether such
          Real Property is now existing or acquired or used after the Closing Date) that
          is not owned by a Loan Party, the Borrower shall, or shall cause such other Loan
          Party to, use its commercially reasonable efforts to obtain Collateral Access
          Agreements or Bailees Letters from owner or lessor of such real property
          and deliver such Collateral Access Agreements or Bailees Letters to the
          Administrative Agent within 90 days of such date of determination.

Section 7.13  Real Property

(a)    
          The Borrower shall, and shall cause each of its Subsidiaries to, (i) comply
          in all material respects with all of their respective obligations under all of
          their respective Leases now or hereafter held respectively by them, including
          the Leases set forth inSchedule 4.19 (Title; Real Property)
          (ii) not modify, amend, cancel, extend or otherwise change in any
          materially adverse manner any term, covenant or condition of any such Lease if
          such modification, amendment, cancellation, extension or other change would have
          a Material Adverse Effect, (iii) not assign or sublet any other Lease if
          such assignment or sublet would have a Material Adverse Effect,
          (iv) provide the Administrative Agent with a copy of each notice of default
          under any Lease received by the Borrower or any Subsidiary of the Borrower
          immediately upon receipt thereof and deliver to the Administrative Agent a copy
          of each notice of default sent by the Borrower or any Subsidiary of the Borrower
          under any Lease simultaneously with its delivery of such notice under such Lease
          and (v) notify the Administrative Agent at least 7 days prior to the date
          the Borrower or any Subsidiary takes possession of, or becomes liable under, any
          new leased premises or Lease, whichever is earlier.

(b)    
          At least 15 Business Days prior to (i) entering into any Lease (other than
          a renewal of an existing Lease) for the principal place of business and chief
          executive office of the Borrower or any other Guarantor or any other Lease
          (including any renewal) in which the Dollar Equivalent of the annual rental
          payments is anticipated to equal or exceed $1,000,000 or (ii) acquiring any
          material owned Real Property, the Borrower shall, and shall cause such Guarantor
          to, provide the Administrative Agent written notice thereof and, upon written
          request of the Administrative Agent, the Borrower shall, and shall cause such
          Guarantor to provide Phase I environmental reports on such Real Property or, as
          the case may be, the Real Property subject to such Lease showing no condition
          that could give rise to material Environmental Costs and Liabilities.

(c)    
          To the extent not previously delivered to the Administrative Agent, upon written
          request of the Administrative Agent, the Borrower shall, and shall cause each
          Guarantor to, execute and deliver to the Administrative Agent, for the benefit
          of the Secured Parties, promptly and in any event not later than 45 days after
          receipt of such notice (or, if such notice is given by the Administrative Agent
          prior to the acquisition of such Real Property or Lease, immediately upon such
          acquisition), a Mortgage on any Real Property or Lease of the Borrower or such
          Guarantor, together with (i) if requested by the Administrative Agent and
          either such Real Property is located in the United States, such Lease is subject
          to the laws of the United States (including any state thereof) or such Lease is
          a Lease of Real Property located in the United States, all Mortgage Supporting
          Documents relating thereto or (ii) otherwise, documents similar to Mortgage
          Supporting Documents deemed by the Administrative Agent to be appropriate in the
          applicable jurisdiction to obtain the equivalent in such jurisdiction of a
          first-priority Lien on such Real Property or Lease.

Section 7.14  Interest
Rate Contracts

The
Borrower shall, within 30 days after the Closing Date, enter into an Interest Rate
Contract or Contracts, on terms and with a tenor satisfactory to the Administrative Agent,
covering a notional amount sufficient to ensure that at least 50% of the Financial
Covenant Debt of the Borrower is effectively paid on a fixed-rate basis.

Section 7.15  Repurchases
of Indebtedness

The
Borrower shall redeem, repurchase and/or defease the Remaining Notes (x) upon such actions
being or becoming permitted under the Existing Senior Subordinated Indenture, in
accordance with its terms, and (y) as long as at such time (i) no Default or Event of
Default shall have occurred and be continuing and (ii) the Borrower shall be in pro
formacompliance with the financial covenants specified in Article V (Financial
Covenants) for the most recent Fiscal Quarter for which Financial Statements have been
delivered pursuant to Section 6.1(b) or (c) (Financial Statements).

# ARTICLE VIII

# NEGATIVE COVENANTS

The
Borrower agrees with the Lenders and the Administrative Agent to each of the following, as
long as any Obligation or any Commitment remains outstanding and, in each case, unless the
Requisite Lenders otherwise consent in writing:

Section 8.1  Indebtedness

The
Borrower shall not and shall not permit any Subsidiary of the Borrower to, directly or
indirectly create, incur, assume or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness except for the following:

(a)    
          the Secured Obligations (other than in respect of Hedging Contracts not
          permitted to be incurred pursuant to clause (j)below) and Guaranty
          Obligations in respect thereto;

(b)    
          the Senior Subordinated Notes in an aggregate principal amount not to exceed
          $175,000,000;

(c)    
          at any time prior to the time such Remaining Notes are required to be
          repurchased or redeemed hereunder, the Remaining Notes;

(d)    
          Indebtedness existing on the date of this Agreement (after giving effect to the
          Tender Offer) and disclosed on Schedule 8.1 (Existing Indebtedness);

(e)    
          Guaranty Obligations incurred by the Borrower or any Guarantor in respect of
          Indebtedness of the Borrower or any Guarantor that is otherwise permitted by
          this Section 8.1 (other than clause (b) above);

(f)    
          Capital Lease Obligations and purchase money Indebtedness incurred by the
          Borrower or a Subsidiary of the Borrower to finance the acquisition of fixed
          assets and associated general intangibles; provided,however,that the Capital Expenditure related thereto is otherwise permitted by
          Section 5.4 (Capital Expenditures)and that the Dollar Equivalent of the
          aggregate outstanding principal amount of all such Capital Lease Obligations and
          purchase money Indebtedness shall not exceed $5,000,000 at any time;

(g)    
          Renewals, extensions, refinancings and refundings of Indebtedness permitted by
          clause (d)(other than any intercompany Indebtedness, the Remaining Notes
          or any other Existing Notes disclosed on Schedule 8.1 (Existing
          Indebtedness))or (f)above or this clause (g);
          provided,however, that any such renewal, extension, refinancing
          or refunding is in an aggregate principal amount not greater than the principal
          amount of, and is on terms no less favorable to the Borrower or any Subsidiary
          of the Borrower obligated thereunder, including as to weighted average maturity
          and final maturity, than the Indebtedness being renewed, extended, refinanced or
          refunded;

(h)    
          Indebtedness arising from intercompany loans (i) from the Borrower to any
          Guarantor, (ii) from any Guarantor to the Borrower or any other Guarantor
          or (iii) from the Borrower or any Guarantor to any Subsidiary of the
          Borrower that is not a Guarantor; provided,however, that, in the case of
          this clause (iii), the Investment in such intercompany loan to such
          Subsidiary is permitted under Section 8.3(Investments);

(i)    
          Indebtedness arising under any performance or surety bond entered into in the
          ordinary course of business;

(j)    
          Obligations under Interest Rate Contracts mandated by Section 7.14
          (Interest Rate Contracts) and other Hedging Contracts permitted under
          Section 8.17 (No Speculative Transactions);

(k)    
          Permitted Acquisition Debt; provided, however, that the Dollar
          Equivalent of the aggregate outstanding principal amount of all such Permitted
          Acquisition Debt shall not exceed $5,000,000; and

(l)    
          unsecured Indebtedness not otherwise permitted under this Section 8.1;
          provided, however, that the Dollar Equivalent of the aggregate
          outstanding principal amount of all such unsecured Indebtedness shall not exceed
          $20,000,000 at any time; provided, further, that the Dollar Equivalent of
          the aggregate outstanding principal amount of such Indebtedness owing by the
          Foreign Subsidiaries of the Borrower, collectively, shall not exceed the Dollar
          Equivalent of $15,000,000 at any time; provided, further, that
          notwithstanding anything to the contrary in this clause (l), such
          Indebtedness owing by the Foreign Subsidiaries of the Borrower may be secured to
          the extent permitted under Section 8.2(j) (Liens, Etc.).

Section 8.2  Liens, Etc.

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, create or
suffer to exist, any Lien upon or with respect to any of their respective properties or
assets, whether now owned or hereafter acquired, or assign, or permit any of its
Subsidiaries to assign, any right to receive income, except for the following:

(a)    
          Liens created pursuant to the Loan Documents;

(b)    
          Liens existing on the date of this Agreement and disclosed on Schedule
          8.2 (Existing Liens);

(c)    
          Customary Permitted Liens on the assets of the Borrower and its Subsidiaries;

(d)    
          purchase money Liens granted by the Borrower or any of its Subsidiaries
          (including the interest of a lessor under a Capital Lease and purchase money
          Liens to which any property is subject at the time, on or after the date hereof,
          of the Borrowers or such Subsidiarys acquisition thereof) securing
          Indebtedness permitted under Section 8.1(f) (Indebtedness)and
          limited in each case to the property purchased with the proceeds of such
          purchase money Indebtedness or subject to such Capital Lease;

(e)    
          any Lien securing the renewal, extension, refinancing or refunding of any
          Indebtedness secured by any Lien permitted by clause (b) or
          (d) above or this clause (e) without any change in the assets
          subject to such Lien and to the extent such renewal, extension, refinancing or
          refunding is permitted by Section 8.1(g) (Indebtedness);

(f)    
          Liens in favor of lessors securing operating leases or, to the extent such
          transactions create a Lien hereunder, sale and leaseback transactions, in each
          case to the extent such operating leases or sale and leaseback transactions are
          permitted hereunder;

(g)    
          Liens on cash or cash equivalents in an aggregate amount not exceeding
          $10,000,000 as security for Hedging Contracts entered into by the Borrower or
          any of its Subsidiaries with third-party financial institutions; provided
          that such Hedging Contracts are permitted pursuant to Section 8.17 (No
          Speculative Transactions).

(h)    
          Liens on assets or property acquired in connection with a Permitted Acquisition;
          provided, however,that such Liens (i) were existing at the time of such
          Permitted Acquisition, (ii) were not incurred by the Borrower or its
          Subsidiaries or the Proposed Acquisition Target in contemplation of (or in
          connection with) such Permitted Acquisition, (iii) do not extend to any assets
          of the Borrower or any of its Subsidiaries other than such assets or property of
          the Proposed Acquisition Target and (iv) the Indebtedness secured by such Liens
          were permitted to be incurred or assumed pursuant to Section 8.1(l)
          (Indebtedness).

(i)    
          Liens in favor of the contracting party, assignee or purchaser on medical
          instruments or other medical devices that are the subject of Instrument
          Contracts and Liens in favor of the lessee on medical instruments or other
          medical devices that are the subject of leases to the extent that the interest
          of such lessee on such medical instruments or devices constitutes a Lien, and
          Liens on the interest of the Borrower or any Subsidiary on the medical
          instruments or medical devices subject to Instrument Contracts, in each case
          entered into in the ordinary course of business; provided that no such
          Lien shall extend to or cover any assets of the Borrower or any Subsidiary of
          the Borrower that are not the subject of any such Instrument Contract or lease;

(j)    
          Liens granted by any Foreign Subsidiary of the Borrower on assets of any such
          Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted
          under Section 8.1(l) (Indebtedness);

(k)    
          Liens not otherwise permitted by the foregoing clauses of this Section
          8.2 securing obligations or other liabilities (other than Indebtedness) of
          any Loan Party; provided, however, that the Dollar Equivalent of
          the aggregate outstanding amount of all such obligations and liabilities shall
          not exceed $500,000 at any time.

Section 8.3  Investments

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, directly or
indirectly make or maintain any Investment except for the following:

(a)    
          Investments existing on the date of this Agreement and disclosed on Schedule
          8.3(Existing Investments);

(b)    
          Investments in cash and Cash Equivalents;

(c)    
          Investments in payment intangibles, chattel paper (each as defined in the UCC)
          and Accounts, notes receivable and similar items arising or acquired in the
          ordinary course of business consistent with the past practice of the Borrower
          and its Subsidiaries;

(d)    
          Investments received in settlement of amounts due to the Borrower or any
          Subsidiary of the Borrower effected in the ordinary course of business;

(e)    
          Investments by (i) the Borrower in any Guarantor or any Guarantor in the
          Borrower or any other Guarantor, (ii) the Borrower or any Guarantor in
          connection with a Permitted Acquisition, (iii) any Subsidiary of the
          Borrower that is not a Guarantor in the Borrower or any other Wholly-Owned
          Subsidiary of the Borrower or (iv) the Borrower or any Guarantor in a
          Subsidiary that is not a Guarantor; provided,however, that with
          respect to Investments permitted pursuant to this clause (iv),(A) the
          Dollar Equivalent of the aggregate outstanding amount of all such Investments
          shall not exceed $10,000,000 at any time and (B) such Investments (to the extent
          in the form of intercompany Indebtedness) shall be evidenced by a promissory
          note and pledged to the Administrative Agent pursuant to the Pledge and Security
          Agreement;

(f)    
          loans or advances to employees of the Borrower or any of its Subsidiaries in the
          ordinary course of business as presently conducted other than any loans or
          advances that would be in violation of Section 402 of the Sarbanes-Oxley
          Act; provided, however, that the Dollar Equivalent of the
          aggregate principal amount of all loans and advances permitted pursuant to this
          clause (f)shall not exceed $1,000,000 at any time;

(g)    
          Guaranty Obligations permitted by Section 8.1 (Indebtedness);

(h)    
          Investments in a Captive Insurance Entity; provided, however, that
          the aggregate amount of all such Investments made (i) during the period
          commencing on the date the Captive Insurance Entity is created and ending on the
          last day of the Fiscal Year in which it is created shall not exceed $10,000,000
          and (ii) during each Fiscal Year thereafter shall not exceed $1,000,000;

(i)    
          Investments in connection with the sale or lease of medical instruments pursuant
          to Instrument Contracts in the ordinary course of business;

(j)    
          Investments in Hedging Contracts permitted to be entered into by the Loan
          Parties pursuant to Section 8.17 (No Speculative Transactions);

(k)    
          Investments in connection with Lease Guaranty Obligations in an amount not to
          exceed the Dollar Equivalent of $3,000,000 in the aggregate in any Fiscal Year;

(l)    
          Investments constituting part of the transactions contemplated by the Global
          Manufacturing Restructuring; providedthat the Borrower complies with the
          provisions of Section 8.7 (Restriction on Fundamental Changes; Permitted
          Acquisitions) in connection therewith; and

(m)    
          Investments not otherwise permitted hereby; provided, however,
          that the Dollar Equivalent of the aggregate outstanding amount of all such
          Investments shall not exceed $5,000,000 at any time.

Section 8.4  Sale of Assets

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, sell, convey,
transfer, lease or otherwise dispose of, any of their respective assets or any interest
therein (including the sale or factoring at maturity or collection of any accounts) to any
Person, or permit or suffer any other Person to acquire any interest in any of their
respective assets or, in the case of any Subsidiary, issue or sell any shares of their
Stock or any Stock Equivalents (any such disposition (other than any transfers of tooling
equipment pursuant to Tooling Arrangements) being an Asset Sale),
except for the following:

(a)    
          the sale or disposition of Cash Equivalents or the sale, lease or disposition of
          Inventory (or equipment formerly classified as Inventory), in each case in the
          ordinary course of business;

(b)    
          the sale or disposition of equipment that has become obsolete or is replaced in
          the ordinary course of business;

(c)    
          a true lease or sublease of Real Property not constituting Indebtedness and not
          constituting a sale and leaseback transaction;

(d)    
          assignments and licenses of intellectual property of the Borrower and its
          Subsidiaries in the ordinary course of business;

(e)    
          any Asset Sale to the Borrower or any Guarantor;

(f)    
          any Asset Sale by a Foreign Subsidiary to another Foreign Subsidiary;

(g)    
          any Asset Sale necessary in connection with the Global Manufacturing
          Restructuring to the extent permitted under Section 8.7 (Restriction on
          Fundamental Changes; Permitted Acquisitions); and

(h)    
          as long as no Default or Event of Default is continuing or would result
          therefrom, any other Asset Sale for Fair Market Value, payable in cash upon such
          sale; provided,however, that with respect to any such Asset Sale
          pursuant to this clause (h),(i) the Dollar Equivalent of the
          aggregate consideration received during any Fiscal Year for all such Asset Sales
          shall not exceed $5,000,000 and (ii) all Net Cash Proceeds of such Asset
          Sale are applied to the payment of the Obligations as set forth in, and to the
          extent required by, Section 2.8 (Mandatory Prepayments);
          provided, however that notwithstanding anything to the contrary in this
          clause (h), if the aggregate consideration received with respect to such
          Asset Sale is less than $250,000 individually (in a single transaction or in a
          series of related transactions) and is less than $1,000,000 in the aggregate
          when taken together with all other such Asset Sales for consideration less than
          $250,000, such Asset Sale does not have to be for Fair Market Value.

Section 8.5  Restricted
Payments

The
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment,
except for the following:

(a)    
          Restricted Payments by any Subsidiary of the Borrower to the Borrower or any
          Guarantor; and

(b)    
          dividends and distributions declared and paid on the common Stock of the
          Borrower and payable only in common Stock of the Borrower.

Section 8.6  Prepayment
and Cancellation of Indebtedness

(a)    
          The Borrower shall not and shall not permit any Subsidiary of the Borrower to,
          cancel any claim or Indebtedness owed to any of them except (i) in the ordinary
          course of business consistent with past practice and (ii) in respect of
          intercompany Indebtedness among the Borrower and the Guarantors.

(b)    
          The Borrower shall not and shall not permit any Subsidiary of the Borrower to,
          prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
          maturity thereof in any manner, or make any payment in violation of any
          subordination terms of, any Indebtedness; provided, however, that
          the Borrower and each Subsidiary of the Borrower may (i) prepay the
          Obligations in accordance with the terms of this Agreement, (ii) make
          regularly scheduled or otherwise required repayments or redemptions of
          Indebtedness, (iii) prepay Indebtedness under the Existing Notes with the
          proceeds of the initial Borrowings hereunder to the extent set forth on
          Schedule III (Sources and Uses of Funds), (iv) make other prepayments,
          redemptions and repurchases of the Remaining Notes pursuant to Section
          7.15 (Repurchases of Indebtedness), (v) prepay any Indebtedness
          payable to the Borrower by any of its Subsidiaries and renew, extend, refinance
          and refund any such intercompany Indebtedness and (vi) make other prepayments,
          redemptions and repurchases of other Indebtedness to the extent the refinancing
          or refunding thereof is permitted by Section 8.1(g)(Indebtedness).

Section 8.7  Restriction
on Fundamental Changes; Permitted Acquisitions

(a)     The
Borrower shall not, and shall not permit any of its Subsidiaries to,           (a) except
in connection with the Merger, the Global Manufacturing           Restructuring or a
Permitted Acquisition, (i) merge with any Person,           (ii) consolidate
with any Person, (iii) acquire all or substantially           all of the Stock or
Stock Equivalents of any Person or (iv) acquire all or           substantially all
of the assets of any Person or all or substantially all of the           assets
constituting the business of a division, branch or other unit operation           of any
Person, (b) enter into any joint venture (other than a Permitted           Joint
Venture), general partnership or limited liability partnership with any           Person
or (c) acquire or create any Subsidiary unless, after giving effect           to
such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of
          the Borrower, the Borrower is in compliance with Section 7.11 (Additional
          Collateral and Guaranties) and the Investment in such Subsidiary is
          permitted under Section 8.3(c) (Investments).

(b)     Notwithstanding
anything to the contrary in the foregoing clause (a), the           Borrower shall
not be permitted to consummate the Global Manufacturing           Restructuring, unless

(i)     the
requirements set forth in Section 7.11 (Additional Collateral and
          Guaranties)shall have been satisfied to the satisfaction of the
          Administrative Agent in its sole discretion exercised reasonably; and

(ii)     both
before and immediately after giving effect to each transaction contemplated           by
the Global Manufacturing Restructuring as set forth on Schedule IV (Global
          Manufacturing Restructuring), (x) no Default or Event of Default shall have
          occurred or be continuing or could reasonably be expected to result therefrom
          and (y) the representations and warranties set forth in Article IV
          (Representations and Warranties) shall be true and correct in all material
          respects on and each applicable date of determination with the same effect as
          though made on and as of such date, except to the extent such representations
          and warranties expressly relate to an earlier date, in which case, such
          representations and warranties shall have been true and correct on and as of
          such date; and

(iii)     such
Global Manufacturing Restructuring is completed on or before June 30, 2004.

Section 8.8  Change in
Nature of Business

The
Borrower and its Subsidiaries, taken as a whole, shall not make any material change in the
nature or conduct of the business of the Borrower and its Subsidiaries, taken as a whole,
as carried on at the date hereof, whether in connection with a Permitted Acquisition or
otherwise.

Section 8.9  Transactions
with Affiliates

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, except as
otherwise expressly permitted herein, do any of the following: (a) make any
Investment in an Affiliate of the Borrower that is not a Subsidiary of the Borrower,
(b) transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate
of the Borrower that is not a Subsidiary of the Borrower, (c) merge into or
consolidate with or purchase or acquire assets from any Affiliate of the Borrower that is
not a Subsidiary of the Borrower (except to the extent such purchase or acquisition
constitutes a Permitted Acquisition), (d) repay any Indebtedness to any Affiliate of
the Borrower that is not a Subsidiary of the Borrower or (e) enter into any other
transaction directly or indirectly with or for the benefit of any Affiliate of the
Borrower that is not a Guarantor (including guaranties and assumptions of obligations of
any such Affiliate), except for, in the case of this clause (e),
(i) transactions in the ordinary course of business (including transactions with the
Captive Insurance Entity that are within the scope of the purpose for which such Person
was formed, transactions contemplated by the Tooling Arrangements and transactions
required to effectuate the Global Manufacturing Restructuring) on a basis no less
favorable to the Borrower or, as the case may be, such Subsidiary thereof as would be
obtained in a comparable arms length transaction with a Person not an Affiliate
thereof, and (ii) salaries and other director or employee compensation to officers or
directors of the Borrower or any of its Subsidiaries commensurate with current
compensation levels.

Section 8.10  Limitations
on Restrictions on Subsidiary Distributions; No New Negative Pledge

Except
pursuant to the Loan Documents, Qualified Hedging Contracts, and any agreements governing
purchase money Indebtedness or Capital Lease Obligations permitted by Section
8.1(b), (f) or (g) (Indebtedness) (in which latter case, any
prohibition or limitation shall only be effective against the assets financed thereby),
the Borrower shall not, and shall not permit any of its Subsidiaries to, (a) agree to
enter into or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of such Subsidiary to pay dividends or make any
other distribution or transfer of funds or assets or make loans or advances to or other
Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of
the Borrower or (b) enter into or suffer to exist or become effective any agreement
prohibiting or limiting the ability of the Borrower or any Subsidiary of the Borrower to
create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, to secure the Obligations, including
any agreement requiring any other Indebtedness or Contractual Obligation to be equally and
ratably secured with the Obligations.

Section 8.11  Modification
of Constituent Documents

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its
capital structure (including in the terms of its outstanding Stock) or otherwise amend its
Constituent Documents, except for changes and amendments that do not materially affect the
rights and privileges of the Borrower or any Subsidiary of the Borrower and do not
materially affect the interests of the Agents, the Lenders and the Issuers under the Loan
Documents or in the Collateral.

Section 8.12  Modification
of Related Documents

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, alter,
rescind, terminate, amend, supplement, waive or otherwise modify any provision of any
Related Document (except for modifications to the terms of the Remaining Notes or the
Senior Subordinated Notes (or, in each case, the applicable indenture or agreement in
connection therewith) permitted under Section 8.13 (Modification of Debt
Agreements)) and modifications that do not materially affect the rights and privileges
of the Borrower or any Subsidiary of the Borrower under such Related Document and that do
not materially affect the interests of the Secured Parties under the Loan Documents or in
the Collateral.

Section 8.13  Modification
of Debt Agreements

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, except as
required pursuant to the Tender Offer, change or amend the terms of the Remaining Notes or
the Senior Subordinated Notes (or any indenture or agreement or other material document
entered into in connection therewith) if the effect of such amendment is to
(a) increase the interest rate on such Remaining Notes or the Senior Subordinated
Notes, (b) change the dates upon which payments of principal or interest are due on
such Remaining Notes or Senior Subordinated Notes, other than to extend such dates,
(c) change any default or event of default other than to delete or make less
restrictive any default provision therein, or add any covenant with respect to such
Remaining Notes or Senior Subordinated Notes, (d) change the subordination provisions
of such Remaining Notes or Senior Subordinated Notes, if applicable (e) change the
redemption or prepayment provisions of such Remaining Notes or Senior Subordinated Notes
other than to extend the dates therefor or to reduce the premiums payable in connection
therewith or (f) change or amend any other term if such change or amendment would
materially increase the obligations of the obligor or confer additional material rights to
the holder of such Remaining Notes or Senior Subordinated Notes in a manner adverse to the
Borrower, any Subsidiary of the Borrower, the Administrative Agent or any Lender.

Section 8.14  Accounting
Changes; Fiscal Year

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its
(a) accounting treatment and reporting practices or tax reporting treatment, except
as required by GAAP or any Requirement of Law and disclosed to the Lenders and the
Administrative Agent or (b) Fiscal Year.

Section 8.15  Margin
Regulations

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, use all or any
portion of the proceeds of any credit extended hereunder to purchase or carry margin stock
(within the meaning of Regulation U of the Federal Reserve Board) in contravention of
Regulation U of the Federal Reserve Board.

Section 8.16 
Sale/Leasebacks

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, enter into any
sale and leaseback transaction.

Section 8.17  No
Speculative Transactions

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, engage in any
speculative transaction or in any transaction involving Hedging Contracts except as
required by Section 7.14 (Interest Rate Contracts) or for the sole purpose
of hedging in the normal course of business and consistent with the practices of companies
similarly situated to the Borrower.

Section 8.18  Compliance
with ERISA

The
Borrower shall not, and shall not permit any Subsidiary of the Borrower or any ERISA
Affiliate to, cause or permit to occur, (a) an event that could result in the
imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of
ERISA or (b) ERISA Events that would have a Material Adverse Effect in the aggregate.

# ARTICLE IX

# EVENTS OF DEFAULT

Section 9.1  Events of
Default

Each
of the following events shall be an Event of Default:

(a)    
          the Borrower shall fail to pay any principal of any Loan or any Reimbursement
          Obligation when the same becomes due and payable; or

(b)    
          the Borrower shall fail to pay any interest on any Loan, any fee under any of
          the Loan Documents or any other Obligation (other than one referred to in
          clause (a) above) and such non-payment continues for a period of
          five Business Days after the due date therefor; or

(c)    
          any representation or warranty made or deemed made pursuant to Section 3.2
          (Conditions Precedent to Each Loan and Letter of Credit) by any Loan Party
          in any Loan Document or by any Loan Party in connection with any Loan Document
          shall prove to have been incorrect in any material respect when made or deemed
          made; or

(d)    
          any Loan Party shall fail to perform or observe (i) any term, covenant or
          agreement contained in Article V (Financial Covenants), Section 6.1
          (Financial Statements), Section 6.2 (Default Notices), Section 7.1 (Preservation
          of Corporate Existence, Etc.), Section 7.6 (Access), Section 7.9 (Application of
          Proceeds), Section 7.11 (Additional Collateral and Guaranties), Section 7.14
          (Interest Rate Contracts), Article VIII (Negative Covenants) or
          (ii) any other term, covenant or agreement contained in this Agreement or
          in any other Loan Document if such failure under this clause (ii)shall remain unremedied for 30 days after the earlier of (A) the date
          on which a Responsible Officer of the Borrower becomes aware of such failure and
          (B) the date on which written notice thereof shall have been given to the
          Borrower by the Administrative Agent or any Lender; or

(e)    
          (i)  the Borrower or any Subsidiary of the Borrower shall fail to make any
          payment on any Indebtedness of the Borrower or any such Subsidiary (other than
          the Obligations) or any Guaranty Obligation in respect of Indebtedness of any
          other Person, and, in each case, such failure relates to Indebtedness having a
          principal amount of $5,000,000 or more, when the same becomes due and payable
          (whether by scheduled maturity, required prepayment, acceleration, demand or
          otherwise), (ii) any other event shall occur or condition shall exist under
          any agreement or instrument relating to any such Indebtedness, if the effect of
          such event or condition is to accelerate, or to permit the acceleration of, the
          maturity of such Indebtedness or (iii) any such Indebtedness shall become
          or be declared to be due and payable, or be required to be prepaid or
          repurchased (other than by a regularly scheduled required prepayment), prior to
          the stated maturity thereof; or

(f)    
          (i)  the Borrower or any Subsidiary of the Borrower shall generally not pay
          its debts as such debts become due, shall admit in writing its inability to pay
          its debts generally or shall make a general assignment for the benefit of
          creditors, (ii) any proceeding shall be instituted by or against the
          Borrower or any Subsidiary of the Borrower seeking to adjudicate it a bankrupt
          or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
          adjustment, protection, relief or composition of it or its debts, under any
          Requirement of Law relating to bankruptcy, insolvency or reorganization or
          relief of debtors, or seeking the entry of an order for relief or the
          appointment of a custodian, receiver, trustee or other similar official for it
          or for any substantial part of its property; provided, however,
          that, in the case of any such proceedings instituted against the Borrower or any
          Subsidiary of the Borrower (but not instituted by the Borrower or any Subsidiary
          of the Borrower), either such proceedings shall remain undismissed or unstayed
          for a period of 60 days or more or any action sought in such proceedings shall
          occur or (iii) the Borrower or any Subsidiary of the Borrower shall take
          any corporate action to authorize any action set forth in clauses (i)and (ii)above; or

(g)    
          one or more judgments or orders (or other similar process) involving, in the
          case of money judgments, an aggregate amount whose Dollar Equivalent exceeds
          $5,000,000, to the extent not covered by insurance, shall be rendered against
          one or more of the Borrower and its Subsidiaries and either (i) enforcement
          proceedings shall have been commenced by any creditor upon such judgment or
          order or (ii) there shall be any period of 20 consecutive days during which
          a stay of enforcement of such judgment or order, by reason of a pending appeal
          or otherwise, shall not be in effect; or

(h)    
          an ERISA Event shall occur and the Dollar Equivalent of the amount of all
          liabilities and deficiencies resulting therefrom, whether or not assessed,
          exceeds $5,000,000 in the aggregate; or

(i)    
          any provision of any Loan Document after delivery thereof shall for any reason
          fail or cease to be valid and binding on, or enforceable against, any Loan Party
          party thereto, or any Loan Party shall so state in writing; or

(j)    
          any Collateral Document shall for any reason fail or cease to create a valid and
          enforceable Lien on any Collateral purported to be covered thereby or, except as
          permitted by the Loan Documents, such Lien shall fail or cease to be a perfected
          and first priority Lien (subject to Customary Permitted Liens), or any Loan
          Party shall so state in writing; or

(k)    
          there shall occur any Change of Control; or

(l)    
          one or more of the Borrower and the Subsidiaries of the Borrower shall have
          entered into one or more consent or settlement decrees or agreements or similar
          arrangements with a Governmental Authority or one or more judgments, orders,
          decrees or similar actions shall have been entered against one or more of the
          Borrower and the Subsidiaries of the Borrower based on or arising from the
          violation of or pursuant to any Environmental Law, or the generation, storage,
          transportation, treatment, disposal or Release of any Contaminant and, in
          connection therewith, the Borrower or any Subsidiary of the Borrower is likely
          to incur Environmental Liabilities and Costs whose Dollar Equivalent exceeds
          $5,000,000 in the aggregate that were not reflected in the Projections or the
          Financial Statements delivered pursuant to Section 4.4 (Financial
          Statements) prior to the date hereof.

Section 9.2  Remedies

During
the continuance of any Event of Default, the Administrative Agent (a) may, and, at
the request of the Requisite Lenders, shall, by notice to the Borrower declare that all or
any portion of the Commitments be terminated, whereupon the obligation of each Lender to
make any Loan and each Issuer to Issue any Letter of Credit shall immediately terminate
and (b) may and, at the request of the Requisite Lenders, shall, by notice to the
Borrower, declare the Loans, all interest thereon and all other amounts and Obligations
payable under this Agreement to be forthwith due and payable, whereupon the Loans, all
such interest and all such amounts and Obligations shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower; provided,however, that upon
the occurrence of the Events of Default specified inSection 9.1(f)(Events of
Default), (x) the Commitments of each Lender to make Loans and the commitments of
each Lender and Issuer to Issue or participate in Letters of Credit shall each
automatically be terminated and (y) the Loans, all such interest and all such amounts
and Obligations shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly waived by the
Borrower. In addition to the remedies set forth above, the Administrative Agent may
exercise any remedies provided for by the Collateral Documents in accordance with the
terms thereof or any other remedies provided by applicable law.

Section 9.3  Actions in
Respect of Letters of Credit

At
any time (i) upon the Revolving Credit Termination Date, (ii) after the
Revolving Credit Termination Date when the aggregate funds on deposit in Cash Collateral
Accounts shall be less than 105% of the Letter of Credit Obligations, or (iii) as may
be required by Section 2.8(c) or (d) (Mandatory Prepayments), the
Borrower shall pay to the Administrative Agent in immediately available funds at the
Administrative Agents office referred to in Section 11.8 (Notices,
Etc.) for deposit in a Cash Collateral Account, (x) in the case of
clauses (i) and (ii) above, the amount required such that, after such
payment, the aggregate funds on deposit in the Cash Collateral Accounts equals or exceeds
105% of the sum of all outstanding Letter of Credit Obligations and (y) in the case
of clause (iii) above, the amount required by Section 2.8(c) or
(d) (Mandatory Prepayments). The Administrative Agent may, from time to time
after funds are deposited in any Cash Collateral Account, apply funds then held in such
Cash Collateral Account to the payment of any amounts, in accordance withSection
2.12(g) (Payments and Computations), as shall have become or shall become due and
payable by the Borrower to the Issuers or Lenders in respect of the Letter of Credit
Obligations. The Administrative Agent shall promptly give written notice of any such
application; provided, however, that the failure to give such written notice
shall not invalidate any such application.

Section 9.4  Rescission

If
at any time after termination of the Commitments or acceleration of the maturity of the
Loans, the Borrower shall pay all arrears of interest and all payments on account of
principal of the Loans and Reimbursement Obligations that shall have become due otherwise
than by acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified herein) and all Events of Default and Defaults
(other than non-payment of principal of and accrued interest on the Loans due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to Section
11.1 (Amendments, Waivers, Etc.), then upon the written consent of the
Requisite Lenders and written notice to the Borrower, the termination of the Commitments
or the acceleration of the Loans and other Obligations and their consequences may be
rescinded and annulled; provided, however, that such action shall not affect
any subsequent Event of Default or Default or impair any right or remedy consequent
thereon. The provisions of the preceding sentence are intended merely to bind the Lenders
and the Issuers to a decision that may be made at the election of the Requisite Lenders,
and such provisions are not intended to benefit the Borrower and do not give the Borrower
the right to require the Lenders to rescind or annul any acceleration hereunder, even if
the conditions set forth herein are met.

# ARTICLE X

# THE ADMINISTRATIVE
AGENT; THE AGENTS

Section 10.1 
Authorization and Action

(a)    
          Each Lender and each Issuer hereby appoints Citicorp as the Administrative Agent
          hereunder and each Lender and each Issuer authorizes the Administrative Agent to
          take such action as agent on its behalf and to exercise such powers under this
          Agreement, the other Loan Documents as are delegated to the Administrative Agent
          under such agreements and to exercise such powers as are reasonably incidental
          thereto. Without limiting the foregoing, each Lender and each Issuer hereby
          authorizes the Administrative Agent to execute and deliver, and to perform its
          obligations under, each of the Loan Documents to which the Administrative Agent
          is a party, to exercise all rights, powers and remedies that the Administrative
          Agent may have under such Loan Documents and, in the case of the Collateral
          Documents, to act as agent for the Lenders, Issuers and the other Secured
          Parties under such Collateral Documents.

(b)    
          As to any matters not expressly provided for by this Agreement and the other
          Loan Documents (including enforcement or collection), the Administrative Agent
          shall not be required to exercise any discretion or take any action, but shall
          be required to act or to refrain from acting (and shall be fully protected in so
          acting or refraining from acting) upon the instructions of the Requisite
          Lenders, and such instructions shall be binding upon all Lenders and each
          Issuer; provided,however, that the Administrative Agent shall not
          be required to take any action that (i) the Administrative Agent in good
          faith believes exposes it to personal liability unless the Administrative Agent
          receives an indemnification satisfactory to it from the Lenders and the Issuers
          with respect to such action or (ii) is contrary to this Agreement or
          applicable law. The Administrative Agent agrees to give to each Lender and each
          Issuer prompt notice of each notice given to it by any Loan Party pursuant to
          the terms of this Agreement or the other Loan Documents.

(c)    
          In performing its functions and duties hereunder and under the other Loan
          Documents, the Administrative Agent is acting solely on behalf of the Lenders
          and the Issuers and its duties are entirely administrative in nature. The
          Administrative Agent does not assume and shall not be deemed to have assumed any
          obligation other than as expressly set forth herein and in the other Loan
          Documents or any other relationship as the agent, fiduciary or trustee of or for
          any Lender, Issuer or holder of any other Obligation. The Administrative Agent
          may perform any of its duties under any Loan Document by or through its agents
          or employees.

(d)    
          The Arrangers shall have no obligations or duties whatsoever in such capacity
          under this Agreement (except as expressly specified in this Agreement) or any
          other Loan Document and shall incur no liability hereunder or thereunder in such
          capacity.

(e)    
          Notwithstanding anything to the contrary contained in this Agreement, the
          Syndication Agent and each Co-Documentation Agent is a Lender designated as
          Syndication Agent or Co-Documentation
          Agent for title purposes only and in such capacity shall have no
          obligations or duties whatsoever under this Agreement or any other Loan Document
          to any Loan Party, any Lender or any Issuer and shall have no rights separate
          from its rights as a Lender except as expressly provided in this Agreement.

Section 10.2 
Administrative Agents Reliance, Etc.

None
of the Administrative Agent, any of its Affiliates or any of their respective directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken
by it, him, her or them under or in connection with this Agreement or the other Loan
Documents, except for its, his, her or their own gross negligence or willful misconduct.
Without limiting the foregoing, the Administrative Agent (a) may treat the payee of
any Note as its holder until such Note has been assigned in accordance with Section
11.2 (Assignments and Participations), (b) may rely on the Register to the
extent set forth in Section 11.2(c) (Assignments and Participations),
(c) may consult with legal counsel (including counsel to the Borrower or any other
Loan Party), independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in accordance
with the advice of such counsel, accountants or experts, (d) makes no warranty or
representation to any Lender or Issuer and shall not be responsible to any Lender or
Issuer for any statements, warranties or representations made by or on behalf of the
Borrower or any of its Subsidiaries in or in connection with this Agreement or any other
Loan Document, (e) shall not have any duty to ascertain or to inquire either as to
the performance or observance of any term, covenant or condition of this Agreement or any
other Loan Document, as to the financial condition of any Loan Party or as to the
existence or possible existence of any Default or Event of Default, (f) shall not be
responsible to any Lender or Issuer for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the attachment, perfection or
priority of any Lien created or purported to be created under or in connection with, this
Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto or thereto and (g) shall incur no liability under or in respect of this
Agreement or any other Loan Document by acting upon any notice, consent, certificate or
other instrument or writing (which writing may be a telecopy or electronic mail) or any
telephone message believed by it to be genuine and signed or sent by the proper party or
parties.

Section 10.3  Posting of
Approved Electronic Communications

(a)    
          Each of the Lenders, the Issuers and the Borrower agree, and the Borrower shall
          cause each Guarantor to agree, that the Administrative Agent may, but shall not
          be obligated to, make the Approved Electronic Communications available to the
          Lenders and Issuers by posting such Approved Electronic Communications on
          e-Disclosure, the Agents internet delivery system that is part
          of Fixed Income Direct, Citigroup Global Fixed Incomes primary web portal,
          IntraLinks or a successor electronic platform chosen by the Administrative
          Agent to be its internet delivery system (the Approved Electronic
          Platform).

(b)    
          Although the Approved Electronic Platform and its primary web portal are secured
          with generally-applicable security procedures and policies implemented or
          modified by the Administrative Agent from time to time (including, as of the
          Closing Date, a dual firewall and a User ID/Password Authorization System) and
          the Approved Electronic Platform is secured through a single-user-per-deal
          authorization method whereby each user may access the Approved Electronic
          Platform only on a deal-by-deal basis, each of the Lenders, the Issuers and the
          Borrower acknowledges and agrees, and the Borrower shall cause each Guarantor to
          acknowledge and agree, that the distribution of material through an electronic
          medium is not necessarily secure and that there are confidentiality and other
          risks associated with such distribution. In consideration for the convenience
          and other benefits afforded by such distribution and for the other consideration
          provided hereunder, the receipt and sufficiency of which is hereby acknowledged,
          each of the Lenders, the Issuers, and the Borrower hereby approves, and the
          Borrower shall cause each Guarantor to approve, distribution of the Approved
          Electronic Communications through the Approved Electronic Platform and
          understands and assumes, and the Borrower shall cause each Guarantor to
          understand and assume, the risks of such distribution.

(c)    
          The Approved Electronic Communications and the Approved Electronic Platform are
          provided as is and as available. None of the
          Administrative Agent or any of its Affiliates or any of their respective
          officers, directors, employees, agents, advisors or representatives (the
          Agent Affiliates) warrant the accuracy, adequacy or completeness of
          the Approved Electronic Communications and the Approved Electronic Platform and
          each expressly disclaims liability for errors or omissions in the Approved
          Electronic Communications and the Approved Electronic Platform. No warranty of
          any kind, express, implied or statutory (including, without limitation, any
          warranty of merchantability, fitness for a particular purpose, non-infringement
          of third party rights or freedom from viruses or other code defects) is made by
          the agent affiliates in connection with the approved electronic communications
          or the approved electronic platform.

(d)    
          Each of the Lenders, the Issuers and the Borrower agree, and the Borrower shall
          cause each Guarantor to agree, that the Administrative Agent may, but (except as
          may be required by applicable law) shall not be obligated to, store the Approved
          Electronic Communications on the Approved Electronic Platform in accordance with
          the Administrative Agents generally-applicable document retention
          procedures and policies.

Section 10.4  The Agents
Individually

With
respect to its Ratable Portion, to the extent that any of the Administrative Agent, the
Syndication Agent and/or the Co-Documentation Agents is a Lender under this Agreement,
such Person shall have and may exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to the extent set forth herein for
any other Lender. The terms Lenders, Revolving Credit
Lenders, Term Loan Lenders, Requisite
Lenders and any similar terms shall, unless the context clearly otherwise
indicates, include, without limitation, the Administrative Agent, the Syndication Agent
and/or the Co-Documentation Agent, each in its respective individual capacity as a Lender,
a Revolving Credit Lender, Term Loan Lender or as one of the Requisite Lenders. Each of
the Administrative Agent, the Syndication Agent and/or the Co-Documentation Agents and its
respective Affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking, trust or other business with, any Loan Party as if such Person were not
acting in such capacity as the Administrative Agent, the Syndication Agent and/or the
Co-Documentation Agents, as applicable.

Section 10.5  Lender
Credit Decision

Each
Lender and each Issuer acknowledges that it shall, independently and without reliance upon
the Administrative Agent, the Arrangers, the Syndication Agent, the Co-Documentation
Agent, or any other Lender conduct its own independent investigation of the financial
condition and affairs of the Borrower and each other Loan Party in connection with the
making and continuance of the Loans and with the issuance of the Letters of Credit. Each
Lender and each Issuer also acknowledges that it shall, independently and without reliance
upon the Administrative Agent, the Arrangers, the Syndication Agent, the Co-Documentation
Agents or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and other Loan Documents.

Section 10.6 
Indemnification

Each
Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and each
of their respective directors, officers, employees, agents and advisors (to the extent not
reimbursed by the Borrower), from and against such Lenders aggregate Ratable Portion
of any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements (including fees, expenses and disbursements of
financial and legal advisors) of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against, the Administrative Agent or any of its Affiliates,
directors, officers, employees, agents and advisors in any way relating to or arising out
of this Agreement or the other Loan Documents or any action taken or omitted by the
Administrative Agent under this Agreement or the other Loan Documents; provided,however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agents or such Affiliates
gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees
to reimburse the Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including fees, expenses and disbursements of financial and legal
advisors) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of
its rights or responsibilities under, this Agreement or the other Loan Documents, to the
extent that the Administrative Agent is not reimbursed for such expenses by the Borrower
or another Loan Party.

Section 10.7  Successor
Administrative Agent

The
Administrative Agent may resign at any time by giving written notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Requisite Lenders shall have the
right to appoint a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Requisite Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agents giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In
either case, such appointment shall be subject to the prior written approval of the
Borrower (which approval may not be unreasonably withheld and shall not be required upon
the occurrence and during the continuance of an Event of Default). Upon the acceptance of
any appointment as Administrative Agent by a successor Administrative Agent, such
successor Administrative Agent 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 under this
Agreement and the other Loan Documents. Prior to any retiring Administrative Agents
resignation hereunder as Administrative Agent, the retiring Administrative Agent shall
take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as Administrative Agent under the Loan Documents. After such resignation,
the retiring Administrative Agent shall continue to have the benefit of this Article X
(The Administrative Agent) as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.

Section 10.8  Concerning
the Collateral and the Collateral Documents

(a)     Each
Lender and each Issuer agrees that any action taken by the Administrative           Agent
or the Requisite Lenders (or, where required by the express terms of this
          Agreement, a greater proportion of the Lenders) in accordance with the
          provisions of this Agreement or of the other Loan Documents, and the exercise
by           the Administrative Agent or the Requisite Lenders (or, where so required,
such           greater proportion of the Lenders) of the powers set forth herein or
therein,           together with such other powers as are reasonably incidental thereto,
shall be           authorized and binding upon all of the Lenders, Issuers and other
Secured           Parties. Without limiting the generality of the foregoing, the
Administrative           Agent shall have the sole and exclusive right and authority to
(i) act as           the disbursing and collecting agent for the Lenders and the
Issuers with respect           to all payments and collections arising in connection
herewith and with the           Collateral Documents, (ii) execute and deliver each
Collateral Document and           accept delivery of each such agreement delivered by the
Borrower or any of its           Subsidiaries, (iii) act as collateral agent and
enforcement agent for the           Lenders, the Issuers and the other Secured Parties
for purposes of the           perfection of all security interests and Liens created by
such agreements and           all other purposes stated therein, provided, however,
that the           Administrative Agent hereby appoints, authorizes and directs each
Lender and           Issuer to act as collateral sub-agent for the Administrative Agent,
the Lenders           and the Issuers for purposes of the perfection of all security
interests and           Liens with respect to the Collateral, including any Deposit
Account maintained           by a Loan Party with, and cash and Cash Equivalents held by,
such Lender or such           Issuer, (iv) manage, supervise and otherwise deal with
the Collateral,           (v) take such action as is necessary or desirable to
maintain the           perfection and priority of the security interests and Liens
created or purported           to be created by the Collateral Documents and (vi) except
as may be           otherwise specifically restricted by the terms hereof or of any other
Loan           Document, exercise all remedies given to the Administrative Agent, the
Lenders,           the Issuers and the other Secured Parties with respect to the
Collateral under           the Loan Documents relating thereto, applicable law or
otherwise.

(b)     Each of
the Lenders and the Issuers hereby consents to the release and hereby           directs,
in accordance with the terms hereof, the Administrative Agent to           release (or,
in the case of clause (ii) below, release or           subordinate)
any Lien held by the Administrative Agent for the benefit of the           Lenders and
the Issuers against any of the following:

(i)     all of
the Collateral and all Loan Parties, upon termination of the Commitments           and
payment and satisfaction in full of all Loans, all Reimbursement Obligations
          and all other Obligations that the Administrative Agent has been notified in
          writing are then due and payable (and, in respect of contingent Letter of
Credit           Obligations, with respect to which cash collateral has been deposited or
a           back-up letter of credit has been issued, in either case in the appropriate
          currency and on terms satisfactory to the Administrative Agent and the
          applicable Issuers);

(ii)     any
assets that are subject to a Lien permitted by Section 8.2(d)or (e) (Liens,
Etc.);

(iii)     any
part of the Collateral transferred, sold or disposed of by a Loan Party or           any
Subsidiary of a Loan Party in connection with the Global Manufacturing
          Restructuring; provided that the Borrower has complied with the terms
and           conditions of Section 8.7 (Restrictions on Fundamental Changes;
          Permitted Acquisitions); and

(iv)     any
other part of the Collateral sold or disposed of by a Loan Party if such           sale
or disposition is permitted by this Agreement (or permitted pursuant to a
          waiver or consent of a transaction otherwise prohibited by this Agreement).

Each of the Lenders and the Issuers
hereby directs the Administrative Agent to execute and deliver or file such termination
and partial release statements and do such other things as are necessary to release Liens
to be released pursuant to this Section 10.8promptly upon the effectiveness of any
such release.

Section 10.9  Collateral
Matters Relating to Related Obligations

The
benefit of the Loan Documents and of the provisions of this Agreement relating to the
Collateral shall extend to and be available in respect of any Secured Obligation arising
under any Hedging Contract or Cash Management Obligation or that is otherwise owed to
Persons other than the Administrative Agent, the Lenders and the Issuers (collectively,
Related Obligations) solely on the condition and understanding, as
among the Administrative Agent and all Secured Parties, that (a) the Related
Obligations shall be entitled to the benefit of the Loan Documents and the Collateral to
the extent expressly set forth in this Agreement and the other Loan Documents and to such
extent the Administrative Agent shall hold, and have the right and power to act with
respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of
the Related Obligations, but the Administrative Agent is otherwise acting solely as agent
for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of
care, duty of disclosure or other obligation whatsoever to any holder of Related
Obligations, (b) all matters, acts and omissions relating in any manner to the
Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or
release of any Lien, shall be governed solely by the provisions of this Agreement and the
other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in
favor of any Secured Party under any separate instrument or agreement or in respect of any
Related Obligation, (c) each Secured Party shall be bound by all actions taken or
omitted, in accordance with the provisions of this Agreement and the other Loan Documents,
by the Administrative Agent and the Requisite Lenders, each of whom shall be entitled to
act at its sole discretion and exclusively in its own interest given its own Commitments
and its own interest in the Loans, Letter of Credit Obligations and other Obligations to
it arising under this Agreement or the other Loan Documents, without any duty or liability
to any other Secured Party or as to any Related Obligation and without regard to whether
any Related Obligation remains outstanding or is deprived of the benefit of the Collateral
or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no
holder of Related Obligations and no other Secured Party (except the Administrative Agent,
the Syndication Agent, the Co-Documentation Agents, the Lenders and the Issuers, to the
extent set forth in this Agreement) shall have any right to be notified of, or to direct,
require or be heard with respect to, any action taken or omitted in respect of the
Collateral or under this Agreement or the Loan Documents and (e) no holder of any
Related Obligation shall exercise any right of setoff, bankers lien or similar right
except to the extent provided in Section 11.6 (Right of Set-off) and then
only to the extent such right is exercised in compliance with Section 11.7
(Sharing of Payments, Etc.).

# ARTICLE XI

# MISCELLANEOUS

Section 11.1  Amendments,
Waivers, Etc.

|(a) | No amendment or waiver of any provision of this Agreement or any other Loan
          Document nor consent to any departure by any Loan Party therefrom shall in any
          event be effective unless the same shall be in writing and signed by the
          Requisite Lenders (or by the Administrative Agent with the consent of the
          Requisite Lenders) and, in the case of any amendment, by the Borrower, and then
          any such waiver or consent shall be effective only in the specific instance and
          for the specific purpose for which given; provided, however, that
          no amendment, waiver or consent shall, unless in writing and signed by each
          Lender directly affected thereby, in addition to the Requisite Lenders (or the
          Administrative Agent with the consent thereof), do any of the following:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)     waive
any condition specified in Section 3.1(Conditions Precedent to
          Initial Loans and Letters of Credit) or Section 3.2(b)          (Conditions
Precedent to Each Loan and Letter of Credit) except with           respect to a
condition based upon another provision hereof, the waiver of which           requires
only the concurrence of the Requisite Lenders and, in the case of the
          conditions specified in Section 3.1 (Conditions Precedent to Initial
          Loans and Letters of Credit), subject to the provisions of Section3.3 (Determinations
of Initial Borrowing Conditions);

(ii)     increase
the Commitment of such Lender or subject such Lender to any additional
          obligation; provided, however, that any such increase with
respect           to the aggregate Term Loan Commitments or the aggregate Revolving
Credit           Commitments shall require the consent of the Requisite Term Loan Lenders
or the           Requisite Revolving Credit Lenders, as the case may be;

(iii)     extend
the scheduled final maturity of any Loan owing to such Lender, or waive,           reduce
or postpone any scheduled date fixed for the payment or reduction of           principal
of any such Loan (it being understood that Section 2.8          (Mandatory
Prepayments) does not provide for scheduled dates fixed for           payment) or for
the reduction of such Lenders Commitment;

(iv)     reduce,
or release the Borrower from its obligations to repay, the principal           amount of
any Loan or Reimbursement Obligation owing to such Lender (other than           by the
payment or prepayment thereof);

(v)     reduce
the rate of interest on any Loan or Reimbursement Obligation outstanding           and
owing to such Lender or any fee payable hereunder to such Lender;

(vi)     postpone
any scheduled date fixed for payment of such interest or fees owing to           such
Lender or waive any such payment;

(vii)     change
the aggregate Ratable Portions of Lenders required for any or all Lenders           to
take any action hereunder;

(viii)     release
all or substantially all of the Collateral except as provided in Section 10.8(b) (Concerning
the Collateral and theCollateral           Documents) or release the Borrower
from its payment obligation to such           Lender under this Agreement or the Notes
owing to such Lender (if any) or           release any Guarantor from its obligations
under the Guaranty except in           connection with the sale or other disposition of a
Guarantor (or all or           substantially all of the assets thereof) permitted by this
Agreement (or           permitted pursuant to a waiver or consent of a transaction
otherwise prohibited           by this Agreement);

(ix)     amend
Section 10.8(b) (Concerning the Collateral and the Collateral
          Documents), this Section 11.1 or any of the definitions of the terms
          Requisite Lenders, Requisite Revolving Credit
          Lenders, Requisite Term Loan Lenders or
          Ratable Portion;

and provided, further,
that (w) any modification of the application of payments under Section 2.8
(Mandatory Prepayments) or Section 2.12(g) (Payments and Computations)adversely affecting the Term Loan Lenders shall require the consent of the Requisite
Term Loan Lenders and any such modification of the application of payments under
Section 2.8 (Mandatory Prepayments) or Section 2.12(g) (Payments and
Computations)or the reduction of the Revolving Credit Commitments under Section
2.4(b) (Reduction and Termination of the Revolving Credit Commitments)
adversely affecting the Revolving Credit Lenders shall require the consent of the
Requisite Revolving Credit Lenders, (x) no amendment, waiver or consent shall, unless
in writing and signed by any Special Purpose Vehicle that has been granted an option
pursuant to Section 11.2 (Assignments and Participations) affect the grant
or nature of such option or the right or duties of such Special Purpose Vehicle hereunder,
(y) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above to take such action, affect
the rights or duties of the Administrative Agent under this Agreement or the other Loan
Documents and (z) no amendment, waiver or consent shall, unless in writing and signed by
an Issuer in addition to the Lenders required above to take such action, affect the rights
or duties of such Issuer under this Agreement or the other Loan Documents.

(b)    
          The Administrative Agent may, but shall have no obligation to, with the written
          concurrence of any Lender, execute amendments, modifications, waivers or
          consents on behalf of such Lender. Any waiver or consent shall be effective only
          in the specific instance and for the specific purpose for which it was given. No
          notice to or demand on the Borrower in any case shall entitle the Borrower to
          any other or further notice or demand in similar or other circumstances.

(c)    
          If, in connection with any proposed amendment, modification, waiver or
          termination (a Proposed Change) requiring the consent of all
          affected Lenders, the consent of Requisite Lenders is obtained but the consent
          of other Lenders whose consent is required is not obtained (any such Lender
          whose consent is not obtained as described in this Section 11.1 being
          referred to as a Non-Consenting Lender), then, so long as the
          Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the
          Borrowers request, an Eligible Assignee acceptable to the Administrative
          Agent shall have the right with the Administrative Agents consent and in
          the Administrative Agents sole discretion (but shall have no obligation)
          to purchase from such Non-Consenting Lender, and such Non-Consenting Lender
          agrees that it shall, upon the Administrative Agents request, sell and
          assign to the Lender acting as the Administrative Agent or such Eligible
          Assignee, all of the Commitments, Term Loans and Revolving Credit Outstandings
          of such Non-Consenting Lender for an amount equal to the principal balance of
          all Loans held by the Non-Consenting Lender and all accrued interest and fees
          with respect thereto through the date of sale; provided, however,
          that such purchase and sale shall not be effective until (x) the
          Administrative Agent shall have received from such Eligible Assignee an
          agreement in form and substance satisfactory to the Administrative Agent and the
          Borrower whereby such Eligible Assignee shall agree to be bound by the terms
          hereof and (y) such Non-Consenting Lender shall have received payments of
          all Loans held by it and all accrued and unpaid interest and fees with respect
          thereto through the date of the sale. Each Lender agrees that, if it becomes a
          Non-Consenting Lender, it shall execute and deliver to the Administrative Agent
          an Assignment an Acceptance to evidence such sale and purchase and shall deliver
          to the Administrative Agent any Note (if the assigning Lenders Loans are
          evidenced by Notes) subject to such Assignment and Acceptance; provided,
          however, that the failure of any Non-Consenting Lender to execute an
          Assignment and Acceptance shall not render such sale and purchase (and the
          corresponding assignment) invalid.

Section 11.2  Assignments
and Participations

(a)     Each
Lender may sell, transfer, negotiate or assign to one or more Eligible
          Assignees all or a portion of its rights and obligations hereunder (including
          all of its rights and obligations with respect to the Term Loans, the Revolving
          Loans and the Letters of Credit); provided,however, that
          (i)(A) if any such assignment shall be of the assigning Lenders
          Revolving Credit Outstandings and Revolving Credit Commitments, such assignment
          shall cover the same percentage of such Lenders Revolving Credit
          Outstandings and Revolving Credit Commitment and (B) if any such
assignment           shall be of the assigning Lenders Term Loans and Term Loan
Commitment,           such assignment shall cover the same percentage of such Lenders
Term Loans           and Term Loan Commitment, (ii) the aggregate amount being
assigned pursuant           to each such assignment (determined as of the date of the
Assignment and           Acceptance with respect to such assignment) shall in no event
(if less than the           Assignors entire interest) be less than $1,000,000 or
an integral multiple           of $500,000 in excess thereof, except, in either case, (A) with
the consent           of the Borrower and the Administrative Agent or (B) if such
assignment is           being made to a Lender or an Affiliate or Approved Fund of such
Lender, and           (iii) if such Eligible Assignee is not, prior to the date of
such           assignment, a Lender or an Affiliate or Approved Fund of a Lender, such
          assignment shall be subject to the prior consent of the Administrative Agent
and           the Borrower (which consents shall not be unreasonably withheld or
delayed); and provided,further,that, notwithstanding any other
          provision of this Section 11.2, the consent of the Borrower shall not be
          required for any assignment occurring when any Event of Default shall have
          occurred and be continuing. Any such assignment need not be ratable as among
the           Term Loan Facility and the Revolving Credit Facility.

(b)     The
parties to each such assignment shall execute and deliver to the           Administrative
Agent, for its acceptance and recording, an Assignment and           Acceptance, together
with any Note (if the assigning Lenders Loans are           evidenced by a Note)
subject to such assignment. Upon the execution, delivery,           acceptance and
recording of any Assignment and Acceptance and, other than in           respect of
assignments made pursuant to Section 2.16 (Substitution of           Lenders)
and Section 11.1(c) (Amendments, Waivers, Etc.) the           receipt by
the Administrative Agent from the assignee of an assignment fee in           the amount
of $3,500 from and after the effective date specified in such           Assignment and
Acceptance, (i) the assignee thereunder shall become a party           hereto and,
to the extent that rights and obligations under the Loan Documents           have been
assigned to such assignee pursuant to such Assignment and Acceptance,           have the
rights and obligations of a Lender, and if such Lender were an Issuer,           of such
Issuer hereunder and thereunder, and (ii) the Notes (if any)           corresponding
to the Loans assigned thereby shall be transferred to such           assignee by notation
in the Register and (iii) the assignor thereunder shall, to           the extent that
rights and obligations under this Agreement have been assigned           by it pursuant
to such Assignment and Acceptance, relinquish its rights (except           for those
surviving the payment in full of the Obligations) and be released from           its
obligations under the Loan Documents, other than those relating to events or
          circumstances occurring prior to such assignment (and, in the case of an
          Assignment and Acceptance covering all or the remaining portion of an assigning
          Lenders rights and obligations under the Loan Documents, such Lender
shall           cease to be a party hereto).

(c)     The
Administrative Agent shall maintain at its address referred to in Section
          11.8 (Notices, Etc.) a copy of each Assignment and Acceptance
          delivered to and accepted by it and a register for the recording of the names
          and addresses of the Lenders and the Commitments of and principal amount of the
          Loans and Letter of Credit Obligations owing to each Lender from time to time
          (the Register). Any assignment pursuant to this Section
          11.2 shall not be effective until such assignment is recorded in the
          Register. The entries in the Register shall be conclusive and binding for all
          purposes, absent manifest error, and the Loan Parties, the Administrative Agent
          and the Lenders may treat each Person whose name is recorded in the Register as
          a Lender for all purposes of this Agreement. The Register shall be available
for           inspection by the Borrower, the Administrative Agent or any Lender at any
          reasonable time and from time to time upon reasonable prior notice.

(d)     Notwithstanding
anything to the contrary contained in clause (b)above, the Loans (including
the Notes evidencing such Loans) are registered           obligations and the right,
title, and interest of the Lenders and their           assignees in and to such Loans
shall be transferable only upon notation of such           transfer in the Register. A
Note shall only evidence the Lenders or an           assignees right, title
and interest in and to the related Loan, and in no           event is any such Note to be
considered a bearer instrument or obligation. This Section 11.2 shall be construed
so that the Loans are at all times           maintained in registered form within
the meaning of           Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal
Revenue Code and           any related regulations (or any successor provisions of the
Internal Revenue           Code or such regulations). Solely for purposes of this Section
11.2and           for tax purposes only, the Administrative Agent shall act as the
Borrowers           agent for purposes of maintaining such notations of transfer in
the Register.

(e)     Upon its
receipt of an Assignment and Acceptance executed by an assigning Lender           and an
assignee, the Administrative Agent shall, if such Assignment and           Acceptance has
been completed, (i) accept such Assignment and Acceptance,           (ii) record
the information contained therein in the Register and           (iii) give prompt
notice thereof to the Borrower. Within five Business Days           after its receipt of
such notice, the Borrower, at its own expense, shall, if           requested by such
assignee, execute and deliver to the Administrative Agent new           Notes to the
order of such assignee in an amount equal to the Commitments and           Loans assumed
by it pursuant to such Assignment and Acceptance and, if the           assigning Lender
has surrendered any Note for exchange in connection with the           assignment and has
retained Commitments or Loans hereunder, new Notes to the           order of the
assigning Lender in an amount equal to the Commitments and Loans           retained by it
hereunder. Such new Notes shall be dated the same date as the           surrendered Notes
and be in substantially the form of Exhibit B-1 (Form           of Revolving
Credit Note)or Exhibit B-2 (Form of Term Note), as           applicable.

(f)     In
addition to the other assignment rights provided in this Section 11.2,
          each Lender may do each of the following:

(i)     grant to
a Special Purpose Vehicle the option to make all or any part of any           Loan that
such Lender would otherwise be required to make hereunder and the           exercise of
such option by any such Special Purpose Vehicle and the making of           Loans
pursuant thereto shall satisfy (once and to the extent that such Loans are
          made) the obligation of such Lender to make such Loans thereunder, provided,however,
that (x) nothing herein shall constitute a           commitment or an offer to
commit by such a Special Purpose Vehicle to make Loans           hereunder and no such
Special Purpose Vehicle shall be liable for any indemnity           or other Obligation
(other than the making of Loans for which such Special           Purpose Vehicle shall
have exercised an option, and then only in accordance with           the relevant option
agreement) and (y) such Lenders obligations under           the Loan Documents
shall remain unchanged, such Lender shall remain responsible           to the other
parties for the performance of its obligations under the terms of           this
Agreement and shall remain the holder of the Obligations for all purposes
          hereunder; and

(ii)     assign,
as collateral or otherwise, any of its rights under this Agreement,           whether now
owned or hereafter acquired (including rights to payments of           principal or
interest on the Loans), to (A) without notice to or consent of           the
Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to
          Regulation A of the Federal Reserve Board) and (B) with notice to the
          Administrative Agent (but without consent of the Administrative Agent or the
          Borrower), (1) any holder of, or trustee for the benefit of, the holders
of           such Lenders Securities and (2) any Special Purpose Vehicle to
which           such Lender has granted an option pursuant to clause (i)above;

provided,however, that
no such assignment or grant shall release such Lender from any of its obligations
hereunder except as expressly provided in clause (i)above and except, in the
case of a subsequent foreclosure pursuant to an assignment as collateral, if such
foreclosure is made in compliance with the other provisions of this Section 11.2
(Assignments and Participations) other than thisclause (f)or
clause (g)below. Each party hereto acknowledges and agrees that, prior to the date
that is one year and one day after the payment in full of all outstanding commercial paper
or other senior debt of any such Special Purpose Vehicle, such party shall not institute
against, or join any other Person in instituting against, any Special Purpose Vehicle that
has been granted an option pursuant to this clause (f)any bankruptcy,
reorganization, insolvency or liquidation proceeding (such agreement shall survive the
payment in full of the Obligations). The terms of the designation of, or assignment to,
such Special Purpose Vehicle shall not restrict such Lenders ability to, or grant
such Special Purpose Vehicle the right to, consent to any amendment or waiver to this
Agreement or any other Loan Document or to the departure by the Borrower from any
provision of this Agreement or any other Loan Document without the consent of such Special
Purpose Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and
other Secured Parties shall continue to, and shall be entitled to continue to, deal solely
and directly with such Lender in connection with such Lenders obligations under this
Agreement, to the extent any such consent would reduce the principal amount of, or the
rate of interest on, any Obligations, amend thisclause (f)or postpone any
scheduled date of payment of such principal or interest. Each Special Purpose Vehicle
shall be entitled to the benefits ofSection 2.14 (Capital Adequacy)and Section
2.15(Taxes) and of Section 2.13(c) (Increased Costs) as if it were such
Lender; provided,however, that anything herein to the contrary
notwithstanding, no Borrower shall, at any time, be obligated to makeunder
Section 2.14 (Capital Adequacy), Section 2.15(Taxes) or Section
2.13(c) (Increased Costs)to any such Special Purpose Vehicle and any such Lender any
payment in excess of the amount the Borrower would have been obligated to pay to such
Lender in respect of such interest if such Special Purpose Vehicle had not been assigned
the rights of such Lender hereunder.

(g)    
          Each Lender may sell participations to one or more Persons in or to all or a
          portion of its rights and obligations under the Loan Documents (including all
          its rights and obligations with respect to the Term Loans, Revolving Loans and
          Letters of Credit). The terms of such participation shall not, in any event,
          require the participants consent to any amendments, waivers or other
          modifications of any provision of any Loan Documents, the consent to any
          departure by any Loan Party therefrom, or to the exercising or refraining from
          exercising any powers or rights such Lender may have under or in respect of the
          Loan Documents (including the right to enforce the obligations of the Loan
          Parties), except if any such amendment, waiver or other modification or consent
          would (i) reduce the amount of, or postpone any date fixed for the payment
          of, any amount (whether of principal, interest or fees) payable to such
          participant under the Loan Documents, to which such participant would otherwise
          be entitled under such participation or (ii) result in the release of all
          or substantially all of the Collateral other than in accordance with Section
          10.8(b)(Concerning the Collateral and the Collateral Documents). In
          the event of the sale of any participation by any Lender, (w) such
          Lenders obligations under the Loan Documents shall remain unchanged,
          (x) such Lender shall remain solely responsible to the other parties for
          the performance of such obligations, (y) such Lender shall remain the
          holder of such Obligations for all purposes of this Agreement and (z) the
          Borrower, the Administrative Agent 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. Each participant shall be entitled
          to the benefits of Section 2.14 (Capital Adequacy), Section 2.15(Taxes), Section 2.13(c) (Increased Costs)and of Section
          11.6 (Right of Set-off), in each caseas if it were a Lender;
          provided,however, that anything herein to the contrary
          notwithstanding, the Borrower shall not, at any time, be obligated to makeunder Section 2.14 (Capital Adequacy), Section 2.15(Taxes) or
          Section 2.13(c) (Increased Costs)to the participants in the rights and
          obligations of any Lender (together with such Lender) any payment in excess of
          the amount the Borrower would have been obligated to pay to such Lender in
          respect of such interest had such participation not been sold.

(h)    
          Any Issuer may at any time assign its rights and obligations hereunder to any
          other Lender or an Affiliate of any such Lender by an instrument in form and
          substance satisfactory to the Borrower, the Administrative Agent, such Issuer
          and such Lender or an Affiliate of any such Lender. If any Issuer ceases to be a
          Lender hereunder by virtue of any assignment made pursuant to this Section
          11.2, then, as of the effective date of such cessation, such Issuers
          obligations to Issue Letters of Credit pursuant to Section 2.3
          (Letters of Credit) shall terminate and such Issuer shall be an Issuer
          hereunder only with respect to outstanding Letters of Credit issued prior to
          such date.

Section 11.3  Costs and
Expenses

(a)    
          The Borrower agrees upon demand to pay, or reimburse the Administrative Agent,
          the Arrangers and the Agents (collectively, the Reimbursed
          Parties), as applicable, for, all of their reasonable internal and
          external audit, legal, appraisal, valuation, filing, document duplication and
          reproduction and investigation expenses and for all other reasonable
          out-of-pocket costs and expenses of every type and nature (including the
          reasonable fees, expenses and disbursements of the Administrative Agents
          counsel, Weil, Gotshal & Manges LLP, local legal counsel retained by such
          Reimbursed Parties, collectively, for the purposes of regulatory matters and/or
          matters relating to the perfection and enforceability of pledges and security
          interests granted to the Administrative Agent, for the benefit of the Secured
          Parties under the Loan Documents, auditors, accountants, appraisers, printers,
          insurance and environmental advisors, and other consultants and agents) incurred
          by the Reimbursed Parties in connection with any of the following: (i) the
          Arrangers audit and investigation of the Borrower and its Subsidiaries in
          connection with the preparation, negotiation or execution of any Loan Document
          or the Administrative Agents periodic audits of the Borrower or any of its
          Subsidiaries, as the case may be, (ii) the preparation, negotiation,
          execution or interpretation of this Agreement (including, without limitation,
          the satisfaction or attempted satisfaction of any condition set forth in
          Section 3.1 (Conditions Precedent to Initial Loans and Letters of
          Credit)), any Loan Document or any proposal letter or commitment letter
          issued in connection therewith, or the making of the Loans hereunder,
          (iii) the creation, perfection or protection of the Liens under any Loan
          Document (including any reasonable fees, disbursements and expenses for local
          counsel in various jurisdictions in connection therewith), (iv) the ongoing
          administration by the Administrative Agent of this Agreement and the Loans,
          including consultation by the Administrative Agent with attorneys in connection
          therewith and with respect to the Administrative Agents rights and
          responsibilities hereunder and under the other Loan Documents, (v) the
          protection, collection or enforcement of any Obligation or the enforcement of
          any Loan Document by the Administrative Agent, (vi) the commencement,
          defense or intervention by the Administrative Agent in any court proceeding
          relating in any way to the Obligations, any Loan Party, any of the
          Borrowers Subsidiaries, the Transactions, the Related Documents, this
          Agreement or any other Loan Document, (vii) the response to, and
          preparation for, any subpoena or request for document production with which the
          Administrative Agent is served or deposition or other proceeding in which the
          Administrative Agent is called to testify, in each case, relating in any way to
          the Obligations, any Loan Party, any of the Borrowers Subsidiaries, the
          Merger, the Related Documents, this Agreement or any other Loan Document or
          (viii) any amendment, consent, waiver, assignment, restatement, or
          supplement to any Loan Document or the preparation, negotiation and execution of
          the same.

(b)    
          The Borrower further agrees to pay or reimburse the Reimbursed Parties and each
          of the Lenders and Issuers upon demand for all reasonable out-of-pocket costs
          and expenses, including reasonable attorneys fees (including allocated
          costs of internal counsel and costs of settlement), incurred by the
          Administrative Agent, such other Reimbursed Parties, such Lenders or such
          Issuers in connection with any of the following: (i) in protecting,
          collecting or enforcing any Loan Document or Obligation or any security therefor
          or exercising or enforcing any other right or remedy available by reason of an
          Event of Default, (ii) in connection with any refinancing or restructuring
          of the credit arrangements provided hereunder in the nature of a
          work-out or in any insolvency or bankruptcy proceeding,
          (iii) in commencing, defending or intervening in any litigation or in
          filing a petition, complaint, answer, motion or other pleadings in any legal
          proceeding or the responding to, and preparing for, any subpoena or request for
          document production with which the Administrative Agent, any such Reimbursed
          Party, Lender or Issuer is served or deposition or other proceeding in which any
          of the foregoing Persons is called to testify, in each case, relating to the
          Obligations, any Loan Party, any of the Borrowers Subsidiaries and related
          to or arising out of the transactions contemplated hereby or by any other Loan
          Document or Related Document or (iv) in taking any other action in or with
          respect to any suit or proceeding (bankruptcy or otherwise) described in
          clause (i), (ii)or (iii) above.

Section 11.4  Indemnities

(a)    
          The Borrower agrees to indemnify and hold harmless the Administrative Agent, the
          Syndication Agent, the Co-Documentation Agents, the Arrangers, each Lender and
          each Issuer (including each Person obligated on a Hedging Contract that is a
          Loan Document if such Person was a Lender or Issuer at the time of it entered
          into such Hedging Contract) and each of their respective Affiliates, and each of
          the directors, officers, employees, agents, trustees, representatives,
          attorneys, consultants and advisors of or to any of the foregoing (including
          those retained in connection with the satisfaction or attempted satisfaction of
          any condition set forth in Article III (Conditions To Loans And
          Letters Of Credit) (each such Person being an Indemnitee)
          from and against any and all claims, damages, liabilities, obligations, losses,
          penalties, actions, judgments, suits, costs, disbursements and out-of-pocket
          expenses, joint or several, of any kind or nature (including reasonable fees,
          disbursements and expenses of financial and legal advisors to any such
          Indemnitee) that may be imposed on, incurred by or asserted against any such
          Indemnitee in connection with or arising out of any investigation, litigation or
          proceeding or the preparation of any defense in connection therewith, whether or
          not such investigation, litigation or proceeding is brought by any such
          Indemnitee or any of its directors, security holders or creditors or any such
          Indemnitee, director, security holder or creditor is a party thereto, whether
          direct, indirect, or consequential and whether based on any federal, state or
          local law or other statutory regulation, securities or commercial law or
          regulation, or under common law or in equity, or on contract, tort or otherwise,
          in any manner relating to or arising out of this Agreement, any other Loan
          Document, any Obligation, any Letter of Credit, any of the Transactions, any
          Disclosure Document, any Related Document, or any act, event or transaction
          related or attendant to any thereof, or the use or intended use of the proceeds
          of the Loans or Letters of Credit or in connection with any investigation of any
          potential matter covered hereby, and whether or not any such transaction was
          consummated (collectively, the Indemnified Matters);
          provided,however, that the Borrower shall not have any liability
          under this Section 11.4to an Indemnitee with respect to any Indemnified
          Matter to the extent that such liability has resulted primarily from the gross
          negligence or willful misconduct of that Indemnitee, as determined by a court of
          competent jurisdiction in a final non-appealable judgment or order. Without
          limiting the foregoing, Indemnified Matters include
          (i) all Environmental Liabilities and Costs arising from or connected with
          the past, present or future operations of the Borrower or any of its
          Subsidiaries involving any property subject to a Collateral Document, or damage
          to real or personal property or natural resources or harm or injury alleged to
          have resulted from any Release of Contaminants on, upon or into such property or
          any contiguous real estate, (ii) any costs or liabilities incurred in
          connection with any Remedial Action concerning the Borrower or any of its
          Subsidiaries, (iii) any costs or liabilities incurred in connection with
          any Environmental Lien and (iv) any costs or liabilities incurred in
          connection with any other matter under any Environmental Law, including the
          Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49
          U.S.C. § 9601 et seq.) and applicable state property transfer
          laws, whether, with respect to any such matter, such Indemnitee is a mortgagee
          pursuant to any leasehold mortgage, a mortgagee in possession, the successor in
          interest to the Borrower or any of its Subsidiaries, or the owner, lessee or
          operator of any property of the Borrower or any of its Subsidiaries by virtue of
          foreclosure, except, with respect to those matters referred to in
          clauses (i), (ii), (iii) and (iv) above, to the
          extent (x) incurred following foreclosure by the Administrative Agent, any
          Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer
          having become the successor in interest to the Borrower or any of its
          Subsidiaries and (y) attributable solely to acts of the Administrative
          Agent, such Lender or such Issuer or any agent on behalf of the Administrative
          Agent, such Lender or such Issuer.

(b)    
          The Borrower shall indemnify the Administrative Agent, the Lenders and each
          Issuer for, and hold the Administrative Agent, the other Reimbursed Parties, the
          Lenders and each Issuer harmless from and against, any and all claims for
          brokerage commissions, fees and other compensation made against the
          Administrative Agent, the other Reimbursed Parties, the Lenders and the Issuers
          for any broker, finder or consultant with respect to any agreement, arrangement
          or understanding made by or on behalf of any Loan Party or any of its
          Subsidiaries in connection with the transactions contemplated by this Agreement.

(c)    
          The Borrower, at the request of any Indemnitee, shall have the obligation to
          defend against any investigation, litigation or proceeding or requested Remedial
          Action, in each case contemplated in clause (a)above, and
          the Borrower, in any event, may participate in the defense thereof with legal
          counsel of the Borrowers choice. In the event that such Indemnitee
          requests the Borrower to defend against such investigation, litigation or
          proceeding or requested Remedial Action, the Borrower shall promptly do so and
          such Indemnitee shall have the right to have legal counsel of its choice
          participate in such defense. No action taken by legal counsel chosen by such
          Indemnitee in defending against any such investigation, litigation or proceeding
          or requested Remedial Action, shall vitiate or in any way impair the
          Borrowers obligation and duty hereunder to indemnify and hold harmless
          such Indemnitee.

(d)    
          The Borrower agrees that any indemnification or other protection provided to any
          Indemnitee pursuant to this Agreement (including pursuant to this Section
          11.4) or any other Loan Document shall (i) survive payment in full of
          the Obligations and (ii) inure to the benefit of any Person that was at any
          time an Indemnitee under this Agreement or any other Loan Document.

Section 11.5  Limitation
of Liability

(a)    
          The Borrower agrees that no Indemnitee shall have any liability (whether in
          contract, tort or otherwise) to any Loan Party or any of their respective
          Subsidiaries or any of their respective equity holders or creditors for or in
          connection with the transactions contemplated hereby and in the other Loan
          Documents and Related Documents, except to the extent such liability is
          determined in a final non-appealable judgment by a court of competent
          jurisdiction to have resulted primarily from such Indemnitees gross
          negligence or willful misconduct.In no event, however, shall any
          Indemnitee be liable on any theory of liability for any special, indirect,
          consequential or punitive damages (including, without limitation, any loss of
          profits, business or anticipated savings). The Borrower hereby waives, releases
          and agrees (for itself and on behalf of its Subsidiaries) not to sue upon any
          such claim for any special, indirect, consequential or punitive damages, whether
          or not accrued and whether or not known or suspected to exist in its favor.

(b)    
          IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY,
          LENDER, ISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR
          INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
          (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY OR ANY
          AGENT AFFILIATES TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS
          THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO
          THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL
          NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
          PRIMARILY FORM SUCH AGENT AFFILIATES GROSS NEGLIGENCE OR WILLFUL
          MISCONDUCT.

Section 11.6  Right of
Set-off

Upon
the occurrence and during the continuance of any Event of Default each Lender and each
Affiliate of a Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other Indebtedness at
any time owing by such Lender or its Affiliates to or for the credit or the account of the
Borrower against any and all of the Obligations now or hereafter existing whether or not
such Lender shall have made any demand under this Agreement or any other Loan Document and
even though such Obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application made by such Lender or its Affiliates;
provided,however, that the failure to give such notice shall not affect the
validity of such set-off and application. Each Lender agrees that it shall not, without
the express consent of the Requisite Lenders (and that, it shall, to the extent lawfully
entitled to do so, upon the request of the Requisite Lenders) exercise its set-off rights
under this Section 11.6against any deposit accounts of the Loan Parties and their
Subsidiaries maintained with such Lender or any Affiliate thereof. The rights of each
Lender under this Section 11.6are in addition to the other rights and remedies
(including other rights of set-off) that such Lender may have.

Section 11.7  Sharing of
Payments, Etc.

(a)    
          If any Lender (directly or through an Affiliate thereof) obtains any payment
          (whether voluntary, involuntary, through the exercise of any right of set-off
          (including pursuant to Section 11.6 (Right of Set-off) or
          otherwise) of the Loans owing to it, any interest thereon, fees in respect
          thereof or amounts due pursuant to Section 11.3 (Costs and
          Expenses) or Section 11.4(Indemnities) (other than payments
          pursuant to Section 2.13 (Special Provisions Governing Eurodollar Rate
          Loans), Section 2.14 (Capital Adequacy) or Section 2.15(Taxes)) or otherwise receives any Collateral or any
          Proceeds (as defined in the Pledge and Security Agreement) of
          Collateral (other than payments pursuant to Section 2.13 (Special
          Provisions Governing Eurodollar Rate Loans), Section 2.14 (Capital
          Adequacy) or Section 2.15(Taxes)) (in each case, whether
          voluntary, involuntary, through the exercise of any right of set-off or
          otherwise (including pursuant to Section 11.6 (Right of Set-off))
          in excess of its Ratable Portion of all payments of such Obligations obtained by
          all the Lenders, such Lender (a Purchasing Lender) shall
          forthwith purchase from the other Lenders (each, a Selling
          Lender) such participations in their Loans or other Obligations as
          shall be necessary to cause such Purchasing Lender to share the excess payment
          ratably with each of them.

(b)    
          If all or any portion of any payment received by a Purchasing Lender is
          thereafter recovered from such Purchasing Lender, such purchase from each
          Selling Lender shall be rescinded and such Selling Lender shall repay to the
          Purchasing Lender the purchase price to the extent of such recovery together
          with an amount equal to such Selling Lenders ratable share (according to
          the proportion of (i) the amount of such Selling Lenders required
          repayment in relation to (ii) the total amount so recovered from the
          Purchasing Lender) of any interest or other amount paid or payable by the
          Purchasing Lender in respect of the total amount so recovered.

(c)    
          The Borrower agrees that any Purchasing Lender so purchasing a participation
          from a Selling Lender pursuant to this Section 11.7 may, to the fullest
          extent permitted by law, exercise all its rights of payment (including the right
          of set-off) with respect to such participation as fully as if such Lender were
          the direct creditor of the Borrower in the amount of such participation.

Section 11.8  Notices,
Etc.

(a)    
          Addresses for Notices.All notices, demands, requests, consents and other
          communications provided for in this Agreement shall be given in writing, or by
          any telecommunication device capable of creating a written record (including
          electronic mail), and addressed to the party to be notified as follows:

(i)
            
if to the Borrower:

| |                                                                                                                                                                                                                                                                                  | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | ALARIS Medical Systems, Inc.10221 Wateridge Circle
San Diego, CA  92121Attention:    Vice President - Financewith a copy to the General Counsel
Telecopy no:    (858) 458-6217E-Mail Address:    
rmathews@alarismed.com            
                    
srickers@alarismed.com | 
| | with
a copy to:
Piper Rudnick LLP  
1251 Avenue of the Americas
New York, New York  10020-1104 
Attention:             Marjorie Sybul Adams 
Telecopy no:           (212) 835-6001
E-Mail Address:        marjorie.adams@piperrudnick.com                                        | 

(ii)
            
if to any Lender, at its Domestic Lending Office specified opposite its name
          onSchedule II (Applicable Lending Offices and Addresses for
          Notices) or on the signature page of any applicable Assignment and
          Acceptance;

(iii)
            
if to any Issuer, at the address set forth under its name on Schedule II
          (Applicable Lending Offices and Addresses for Notices); and

(iv)
            
if to the Administrative Agent:

| |                                                                                                                                                                                              | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | CITICORP NORTH AMERICA, INC. 390 Greenwich Street, 1st Floor
New York, New York 10013Attention:    Allen Fisher
Telecopy no:    (212) 723-8958E-Mail Address:    
allen.fisher@citigroup.com
| | with
a copy to:                                                                                                                                                                             
| | WEIL,
GOTSHAL & MANGES LLP 767 Fifth Avenue, New York, New York 10153-0119 
Attention:     Daniel
S. Dokos Telecopy no:     (212) 310-8007 E-Mail Address:
    daniel.dokos@weil.com        

or at such other address as shall be
notified in writing (x) in the case of the Borrower and the Administrative Agent, to
the other parties and (y) in the case of all other parties, to the Borrower and the
Administrative Agent.

(b)    
          Effectiveness of Notices.All notices, demands, requests, consents and
          other communications described in clause (a)above shall be
          effective (i) if delivered by hand, including any overnight courier
          service, upon personal delivery, (ii) if delivered by mail, when deposited
          in the mails, (iii) if delivered by posting to an Approved Electronic
          Platform, an Internet website or a similar telecommunication device requiring a
          user prior access to such Approved Electronic Platform, website or other device,
          when such notice, demand, request, consent and other communication shall have
          been made generally available on such Approved Electronic Platform, Internet
          website or similar device to the class of Person being notified (regardless of
          whether any such Person must accomplish, and whether or not any such Person
          shall have accomplished, any action prior to obtaining access to such items,
          including registration, disclosure of contact information, compliance with a
          standard user agreement or undertaking a duty of confidentiality) and
          (iv) if delivered by electronic mail or any other telecommunications
          device, when transmitted to an electronic mail address (or by another means of
          electronic delivery) as provided in clause (a)above;
          provided,however, that notices and communications to the
          Administrative Agent pursuant to Article II (The Facilities) or
          Article X (The Administrative Agent) shall not be effective until
          received by the Administrative Agent.

(c)    
          Use of Electronic Platform.Notwithstanding clauses (a)and
          (b) above (unless the Administrative Agent requests that the provisions
          of clause (a)and (b) above be followed) and any other
          provision in this Agreement or any other Loan Document providing for the
          delivery of, any Approved Electronic Communication by any other means, the Loan
          Parties shall deliver all Approved Electronic Communications to the
          Administrative Agent by properly transmitting such Approved Electronic
          Communications electronically (in a format acceptable to the Administrative
          Agent) to oploanswebadmin@citigroup.com or to such other electronic mail
          address (or similar means of electronic delivery) as the Administrative Agent
          may notify the Borrower. Nothing in this clause (c) shall prejudice
          the right of the Administrative Agent or any Lender or Issuer to deliver any
          Approved Electronic Communication to any Loan Party in any manner authorized in
          this Agreement.

Section 11.9  No Waiver;
Remedies

No
failure on the part of any Lender, Issuer or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

Section 11.10     Binding
Effect

This
Agreement shall become effective when it shall have been executed by the Borrower, the
Administrative Agent, the Syndication Agent and the Co-Documentation Agents and when the
Administrative Agent shall have been notified by each Lender and Issuer that such Lender
or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent, the Syndication Agent and the Co-Documentation
Agents and each Lender and Issuer and, in each case, their respective successors and
assigns; provided,however, that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written consent of
the Lenders.

Section 11.11  Governing
Law

This
Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

Section 11.12  Submission
to Jurisdiction; Service of Process

(a)    
          Any legal action or proceeding with respect to this Agreement or any other Loan
          Document may be brought in the courts of the State of New York located in the
          City of New York or of the United States of America for the Southern District of
          New York, and, by execution and delivery of this Agreement, the Borrower hereby
          accepts for itself and in respect of its property, generally and
          unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
          hereby irrevocably waive any objection, including any objection to the laying of
          venue or based on the grounds of forum non conveniens, that
          any of them may now or hereafter have to the bringing of any such action or
          proceeding in such respective jurisdictions.

(b)    
          The Borrower irrevocably consents to the service of any and all process in any
          such action or proceeding by the mailing (by registered or certified mail,
          postage prepaid) of copies of such process to the Borrower at its address
          specified in Section 11.8 (Notices, Etc.). The Borrower 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.

(c)    
          Nothing contained in this Section 11.12 shall affect the right of the
          Administrative Agent or any Lender to serve process in any other manner
          permitted by law or commence legal proceedings or otherwise proceed against the
          Borrower or any other Loan Party in any other jurisdiction.

(d)    
          If for the purposes of obtaining judgment in any court it is necessary to
          convert a sum due hereunder in Dollars into another currency, the parties hereto
          agree, to the fullest extent that they may effectively do so, that the rate of
          exchange used shall be that at which in accordance with normal banking
          procedures the Administrative Agent could purchase Dollars with such other
          currency at the spot rate of exchange quoted by the Administrative Agent at
          11:00 a.m. (New York time) on the Business Day preceding that on which
          final judgment is given, for the purchase of Dollars, for delivery two Business
          Days thereafter.

Section 11.13  Waiver of
Jury Trial

EACH
OF THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE CO-DOCUMENTATION AGENTS, THE
LENDERS, THE ISSUERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Section 11.14  Marshaling;
Payments Set Aside

None
of the Administrative Agent, any Lender or any Issuer shall be under any obligation to
marshal any assets in favor of the Borrower or any other party or against or in payment of
any or all of the Obligations. To the extent that the Borrower makes a payment or payments
to the Administrative Agent, the Lenders or the Issuers or any such Person receives
payment from the proceeds of the Collateral or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid to a trustee, receiver or any other party, then to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied, and all
Liens, right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had not
occurred.

Section 11.15  Section
Titles

The
section titles contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties
hereto, except when used to reference a section. Any reference to the number of a clause,
sub-clause or subsection hereof immediately followed by a reference in parenthesis to the
title of the Section containing such clause, sub-clause or subsection is a reference to
such clause, sub-clause or subsection and not to the entire Section; provided,
however, that, in case of direct conflict between the reference to the title and
the reference to the number of such Section, the reference to the title shall govern
absent manifest error. If any reference to the number of a Section (but not to any clause,
sub-clause or subsection thereof) is followed immediately by a reference in parenthesis to
the title of a Section, the title reference shall govern in case of direct conflict absent
manifest error.

Section 11.16  Execution
in Counterparts

This
Agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an
executed signature page of this Agreement by facsimile transmission or by posting on the
Approved Electronic Platform shall be as effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all parties shall be
lodged with the Borrower and the Administrative Agent.

Section 11.17  Entire
Agreement

This
Agreement, together with all of the other Loan Documents and all certificates and
documents delivered hereunder or thereunder, embodies the entire agreement of the parties
and supersedes all prior agreements and understandings relating to the subject matter
hereof. In the event of any conflict between the terms of this Agreement and any other
Loan Document, the terms of this Agreement shall govern.

Section 11.18 
Confidentiality

Each
Lender and the Agents agree to use all reasonable efforts to keep information obtained by
it pursuant hereto and the other Loan Documents confidential in accordance with such
Lenders or Agents, as the case may be, customary practices and agrees that it
shall only use such information in connection with the transactions contemplated by this
Agreement and not disclose any such information other than (a) to such Lenders
or Agents, as the case may be, employees, representatives and agents that are or are
expected to be involved in the evaluation of such information in connection with the
transactions contemplated by this Agreement and are advised of the confidential nature of
such information, (b) to the extent such information presently is or hereafter
becomes available to such Lender or Agent, as the case may be, on a non-confidential basis
from a source other than the Borrower or any other Loan Party, (c) to the extent
disclosure is required by law, regulation or judicial order or requested or required by
bank regulators or auditors or (d) to current or prospective assignees, participants
and Special Purpose Vehicle grantees of any option described in Section 11.2(f)
(Assignments and Participations), contractual counterparties in any Hedging Contract
permitted hereunder and to their respective legal or financial advisors, and in each case,
to the extent such assignees, participants, grantees or counterparties agree to be bound
by, and to cause their advisors to comply with, the provisions of this Section
11.18. Notwithstanding any other provision in this Agreement, the Borrower and the
Agents hereby agree that each of the Borrower, the Lenders and the Agents (and each of
their respective employees, representatives and agents and each of the officers,
directors, employees, accountants, attorneys and other advisors of any of them) may
disclose to any and all persons, without limitation of any kind, the U.S. tax treatment
and U.S. tax structure of the Facilities and the transactions contemplated hereby and all
materials of any kind (including opinions and other tax analyses) that are provided to
each of them relating to such U.S. tax treatment and U.S. tax structure.

[SIGNATURE PAGES FOLLOW]

---

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

| |  | ALARIS MEDICAL SYSTEMS, INC.as Borrower
 By: /s/ Stuart E. Rickerson
Name: Stuart E. RickersonTitle: Vice President, General Counsel & Secretary
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | CITICORP NORTH AMERICA, INC.,as Administrative Agent and Lender
By: /s/ Myles Kassin
Name: Myles KassinTitle: Vice President
| |  | ------------------------------------------------------------------------------------------------------------------------------------------

| |  | UBS SECURITIES LLC,as Syndication Agent By: /s/ Daniel W. Ladd III
Name: Daniel W. Ladd IIITitle: Executive Director
| |  | ----------------------------------------------------------------------------------------------------------------------------------

| |  | BEAR STEARNS CORPORATE LENDING INC.,as Co-Documentation Agent and as Lender By: /s/ Richard Bram Smith
 Name: Richard Bram SmithTitle: Vice President
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | CIBC WORLD MARKETS CORP.,as Co-Documentation Agent By: /s/ Terence Moore
Name: Terence MooreTitle: Executive Director
| |  | -----------------------------------------------------------------------------------------------------------------------------------

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| |  | CITICORP NORTH AMERICA, INC.,as Issuer By: /s/ Myles Kassin
Name: Myles KassinTitle: Vice President
| |  | -----------------------------------------------------------------------------------------------------------------

| |  | Other Lenders:
UBS AG, CAYMAN ISLANDS BRANCH By: /s/ Luke Goldsworthy 
Name: Luke GoldsworthyTitle: Associate DirectorBanking Products Services, US
By: /s/ Patricia O'Kicki 
Name: Patricia O'KickiTitle: Director
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | CIBC INC. By: /s/ Terence Moore
Name: Terence MooreTitle: Executive Director
| |  | ------------------------------------------------------------------------------------------

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| |  | HSH Nordbank AG, New York Branch By: /s/ Christian Erich Rossa 
Name: Christian Erich Rossa Title: Senior Vice PresidentHSH Nordbank AG, New York Branch By: /s/ Constanze von Rheinbaben
Name: Constanze von RheinbabenTitle: Assistant Vice President
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|TABLE OF CONTENTS |  |  
|----------------- |  | -
|                  |  |  
|Schedules         | 
|Schedule I        |  | -
|Schedule II       |  | -
|Schedule III      |  | -
|Schedule IV       |  | -
|Schedule 1.1(a)   |  | -
|Schedule 4.2      |  | -
|Schedule 4.3      |  | -
|Schedule 4.7      |  | -
|Schedule 4.8      |  | -
|Schedule 4.15     |  | -
|Schedule 4.16     |  | -
|Schedule 4.17     |  | -
|Schedule 4.19     |  | -
|Schedule 4.21     |  | -
|Schedule 8.1      |  | -
|Schedule 8.2      |  | -
|Schedule 8.3      |  | -
|EXHIBITS          | 
|Exhibit A         |  | -
|Exhibit B-1       |  | -
|Exhibit B-2       |  | -
|Exhibit C         |  | -
|Exhibit D         |  | -
|Exhibit E         |  | -
|Exhibit F         |  | -
|Exhibit G         |  | -
|Exhibit H         |  | -

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SCHEDULE III - SOURCES AND USES OF FUNDS

The estimated  sources and uses of the funds necessary to consummate the Transactions that shall occur on or prior to
the Closing Date are set forth below (the "Sources and Uses of Funds"):

|Sources of Funds          | ($mm) | Uses of Funds                            | ($mm)
|------------------------- | ----- | ---------------------------------------- | -----
|Revolving Loans           | 0.0   | Repay Existing Secured Notes             | 204.3
|Term Loan                 | 245.0 | Repay Existing Senior Subordinated Notes | 186.7
|Senior Subordinated Notes | 175.0 | Repay Existing Senior Discount Notes     | 172.8
|Equity Offering           | 113.7 | Fees and Expenses                        | 19.8 
|Balance Sheet Cash        | 49.9 
|Total Sources             | 583.6 | Total Uses                               | 583.6

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|TABLE OF CONTENTS |                                                               |   
|----------------- | ------------------------------------------------------------- | --
|
|Article I         | Definitions, Interpretation And Accounting Terms              | 2 
|Section 1.1       | Defined Terms                                                 | 2 
|Section 1.2       | Computation of Time Periods                                   | 37
|Section 1.3       | Accounting Terms and Principles                               | 37
|Section 1.4       | Conversion of Foreign Currencies                              | 38
|Section 1.5       | Certain Terms                                                 | 38
|Article II        | The Facilities                                                | 39
|Section 2.1       | The Commitments                                               | 39
|Section 2.2       | Borrowing Procedures                                          | 39
|Section 2.3       | Letters of Credit                                             | 40
|Section 2.4       | Reduction and Termination of the Revolving Credit Commitments | 45
|Section 2.5       | Repayment of Loans                                            | 45
|Section 2.6       | Evidence of Debt                                              | 46
|Section 2.7       | Optional Prepayments                                          | 47
|Section 2.8       | Mandatory Prepayments                                         | 48
|Section 2.9       | Interest                                                      | 49
|Section 2.10      | Conversion/Continuation Option                                | 50
|Section 2.11      | Fees                                                          | 50
|Section 2.12      | Payments and Computations                                     | 51
|Section 2.13      | Special Provisions Governing Eurodollar Rate Loans            | 53
|Section 2.14      | Capital Adequacy                                              | 55
|Section 2.15      | Taxes                                                         | 55
|Section 2.16      | Substitution of Lenders                                       | 57
|Article III       | Conditions To Loans And Letters Of Credit                     | 59
|Section 3.1       | Conditions Precedent to Initial Loans and Letters of Credit   | 59
|Section 3.2       | Conditions Precedent to Each Loan and Letter of Credit        | 63
|Section 3.3       | Determinations of Initial Borrowing Conditions                | 63
|Article IV        | Representations and Warranties                                | 64
|Section 4.1       | Corporate Existence; Compliance with Law                      | 64
|Section 4.2       | Corporate Power; Authorization; Enforceable Obligations       | 64
|Section 4.3       | Ownership of Borrower; Subsidiaries                           | 65

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|TABLE OF CONTENTS(continued) |                                                            |   
|---------------------------- | ---------------------------------------------------------- | --
|
|Section 4.4                  | Financial Statements                                       | 66
|Section 4.5                  | Material Adverse Change                                    | 67
|Section 4.6                  | Solvency                                                   | 67
|Section 4.7                  | Litigation                                                 | 67
|Section 4.8                  | Taxes                                                      | 67
|Section 4.9                  | Full Disclosure                                            | 68
|Section 4.10                 | Margin Regulations                                         | 68
|Section 4.11                 | No Burdensome Restrictions; No Defaults                    | 68
|Section 4.12                 | Investment Company Act; Public Utility Holding Company Act | 69
|Section 4.13                 | Use of Proceeds                                            | 69
|Section 4.14                 | Insurance                                                  | 69
|Section 4.15                 | Labor Matters                                              | 69
|Section 4.16                 | ERISA                                                      | 70
|Section 4.17                 | Environmental Matters                                      | 70
|Section 4.18                 | Intellectual Property                                      | 71
|Section 4.19                 | Title; Real Property                                       | 71
|Section 4.20                 | Related Documents                                          | 72
|Section 4.21                 | FDA Matters                                                | 73
|Article V                    | Financial Covenants                                        | 74
|Section 5.1                  | Maximum Leverage Ratio                                     | 74
|Section 5.2                  | Minimum Interest Coverage Ratio                            | 75
|Section 5.3                  | Minimum Fixed Charge Coverage Ratio                        | 76
|Section 5.4                  | Capital Expenditures                                       | 76
|Article VI                   | Reporting Covenants                                        | 77
|Section 6.1                  | Financial Statements                                       | 77
|Section 6.2                  | Default Notices                                            | 79
|Section 6.3                  | Litigation                                                 | 79
|Section 6.4                  | Asset Sales                                                | 79
|Section 6.5                  | Notices under Related Documents                            | 80
|Section 6.6                  | SEC Filings; Press Releases                                | 80
|Section 6.7                  | Labor Relations                                            | 80

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|TABLE OF CONTENTS(continued) |                                                   |   
|---------------------------- | ------------------------------------------------- | --
|
|Section 6.8                  | Tax Returns                                       | 80
|Section 6.9                  | Insurance                                         | 80
|Section 6.10                 | ERISA Matters                                     | 81
|Section 6.11                 | Environmental Matters                             | 81
|Section 6.12                 | Customer Contracts                                | 82
|Section 6.13                 | FDA Reports                                       | 82
|Section 6.14                 | Tax Treatment                                     | 82
|Section 6.15                 | Other Information                                 | 83
|Article VII                  | Affirmative Covenants                             | 83
|Section 7.1                  | Preservation of Corporate Existence, Etc          | 83
|Section 7.2                  | Compliance with Laws, Etc                         | 83
|Section 7.3                  | Conduct of Business                               | 84
|Section 7.4                  | Payment of Taxes, Etc                             | 84
|Section 7.5                  | Maintenance of Insurance                          | 84
|Section 7.6                  | Access                                            | 84
|Section 7.7                  | Keeping of Books                                  | 85
|Section 7.8                  | Maintenance of Properties, Etc                    | 85
|Section 7.9                  | Application of Proceeds                           | 85
|Section 7.10                 | Environmental                                     | 85
|Section 7.11                 | Additional Collateral and Guaranties              | 85
|Section 7.12                 | Collateral Access Agreements and Bailee's Letters | 87
|Section 7.13                 | Real Property                                     | 87
|Section 7.14                 | Interest Rate Contracts                           | 88
|Section 7.15                 | Repurchases of Indebtedness                       | 88
|Article VIII                 | Negative Covenants                                | 89
|Section 8.1                  | Indebtedness                                      | 89
|Section 8.2                  | Liens, Etc                                        | 90
|Section 8.3                  | Investments                                       | 91
|Section 8.4                  | Sale of Assets                                    | 92
|Section 8.5                  | Restricted Payments                               | 93
|Section 8.6                  | Prepayment and Cancellation of Indebtedness       | 94

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|TABLE OF CONTENTS(continued) |                                                                                 |    
|---------------------------- | ------------------------------------------------------------------------------- | ---
|
|Section 8.7                  | Restriction on Fundamental Changes; Permitted Acquisitions                      | 94 
|Section 8.8                  | Change in Nature of Business                                                    | 95 
|Section 8.9                  | Transactions with Affiliates                                                    | 95 
|Section 8.10                 | Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge | 95 
|Section 8.11                 | Modification of Constituent Documents                                           | 96 
|Section 8.12                 | Modification of Related Documents                                               | 96 
|Section 8.13                 | Modification of Debt Agreements                                                 | 96 
|Section 8.14                 | Accounting Changes; Fiscal Year                                                 | 96 
|Section 8.15                 | Margin Regulations                                                              | 97 
|Section 8.16                 | Sale/Leasebacks                                                                 | 97 
|Section 8.17                 | No Speculative Transactions                                                     | 97 
|Section 8.18                 | Compliance with ERISA                                                           | 97 
|Article IX                   | Events of Default                                                               | 97 
|Section 9.1                  | Events of Default                                                               | 97 
|Section 9.2                  | Remedies                                                                        | 99 
|Section 9.3                  | Actions in Respect of Letters of Credit                                         | 99 
|Section 9.4                  | Rescission                                                                      | 100
|Article X                    | The Administrative Agent; The AGENTs                                            | 100
|Section 10.1                 | Authorization and Action                                                        | 100
|Section 10.2                 | Administrative Agent's Reliance, Etc                                            | 101
|Section 10.3                 | Posting of Approved Electronic Communications                                   | 102
|Section 10.4                 | The Agents Individually                                                         | 103
|Section 10.5                 | Lender Credit Decision                                                          | 103
|Section 10.6                 | Indemnification                                                                 | 103
|Section 10.7                 | Successor Administrative Agent                                                  | 104
|Section 10.8                 | Concerning the Collateral and the Collateral Documents                          | 104
|Section 10.9                 | Collateral Matters Relating to Related Obligations                              | 105
|Article XI                   | Miscellaneous                                                                   | 106
|Section 11.1                 | Amendments, Waivers, Etc                                                        | 106
|Section 11.2                 | Assignments and Participations                                                  | 108
|Section 11.3                 | Costs and Expenses                                                              | 112

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|TABLE OF CONTENTS(continued) |                                                |    
|---------------------------- | ---------------------------------------------- | ---
|
|Section 11.4                 | Indemnities                                    | 113
|Section 11.5                 | Limitation of Liability                        | 115
|Section 11.6                 | Right of Set-off                               | 115
|Section 11.7                 | Sharing of Payments, Etc                       | 115
|Section 11.8                 | Notices, Etc                                   | 116
|Section 11.9                 | No Waiver; Remedies                            | 118
|Section 11.10                | Binding Effect                                 | 118
|Section 11.11                | Governing Law                                  | 118
|Section 11.12                | Submission to Jurisdiction; Service of Process | 118
|Section 11.13                | Waiver of Jury Trial                           | 119
|Section 11.14                | Marshaling; Payments Set Aside                 | 119
|Section 11.15                | Section Titles                                 | 119
|Section 11.16                | Execution in Counterparts                      | 120
|Section 11.17                | Entire Agreement                               | 120
|Section 11.18                | Confidentiality                                | 120