EXHIBIT 10.3
                                                                    ------------
================================================================================

                                     FORM OF

                                  $500,000,000

                       364-DAY REVOLVING CREDIT AGREEMENT

                                      among

                         BOSTON SCIENTIFIC CORPORATION,
                                   AS BORROWER


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,


                              BANK OF AMERICA, N.A.

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS SYNDICATION AGENTS,


                               ABN AMRO BANK N.V.,
                               CITICORP USA, INC.,
                        DEUTSCHE BANK AG NEW YORK BRANCH,
                    SUMITOMO MITSUI BANKING CORPORATION, AND
                THE BANK OF TOKYO-MITSUBISH LTD., NEW YORK BRANCH
                            AS DOCUMENTATION AGENTS,

                         BANC OF AMERICA SECURITIES LLC
                                       AND
                          J.P. MORGAN SECURITIES INC.,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS,

                                  BNP PARIBAS,
                                       AND
                             MERRILL LYNCH BANK USA,
                               AS MANAGING AGENTS

                                       and


                              JPMORGAN CHASE BANK,
                             AS ADMINISTRATIVE AGENT

                            DATED AS OF MAY 14, 2004

================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                            PAGE

                                TABLE OF CONTENTS


SECTION 1       DEFINITIONS...................................................1

            1.1         Defined Terms.........................................1

            1.2         Other Definitional Provisions........................16

SECTION 2       AMOUNT AND TERMS OF COMMITMENTS..............................16

            2.1         Commitments..........................................16

            2.2         Procedure for Revolving Credit Borrowing.............17

            2.3         [Intentionally omitted]..............................17

            2.4         [Intentionally omitted]..............................17

            2.5         Facility Fee.........................................17

            2.6         Termination or Reduction of Commitments..............17

            2.7         Repayment of Revolving Credit Loans..................18

            2.8         CAF Advances.........................................18

            2.9         Procedure for CAF Advance Borrowing..................18

            2.10        Repayment of CAF Advances............................21

            2.11        Certain Restrictions with Respect to CAF Advances....21

            2.12        [Intentionally omitted]..............................21

            2.13        [Intentionally omitted]..............................21

            2.14        [Intentionally omitted]..............................21

            2.15        [Intentionally omitted]..............................21

            2.16        [Intentionally omitted]..............................21

            2.17        [Intentionally omitted]..............................21

SECTION 3       CERTAIN PROVISIONS APPLICABLE TO THE LOANS...................21

            3.1         Optional and Mandatory Prepayments...................21

            3.2         Conversion and Continuation Options..................22

            3.3         Minimum Amounts and Maximum Number of Tranches.......22

            3.4         Interest Rates and Payment Dates.....................23

            3.5         Computation of Interest and Fees.....................23

            3.6         Inability to Determine Interest Rate.................24

            3.7         Pro Rata Treatment and Payments......................24

            3.8         Illegality...........................................25

                                        i
<PAGE>

            3.9         Requirements of Law..................................26

            3.10        Taxes................................................27

            3.11        Indemnity............................................28

            3.12        Change of Lending Office; Removal of Lender..........29

            3.13        Evidence of Debt.....................................29
..
SECTION 4       [Intentionally Omitted]......................................30

SECTION 5       [Intentionally Omitted]......................................30

SECTION 6       REPRESENTATIONS AND WARRANTIES...............................30

            6.1         Financial Condition..................................30

            6.2         No Change............................................31

            6.3         Corporate Existence; Compliance with Law.............31

            6.4         Corporate Power; Consents and Authorization;
                          Enforceable Obligations............................31

            6.5         No Legal Bar.........................................31

            6.6         No Material Litigation...............................32

            6.7         No Default...........................................32

            6.8         Intellectual Property................................32

            6.9         Taxes................................................32

            6.10        Federal Regulations..................................33

            6.11        ERISA................................................33

            6.12        Investment Company Act; Other Regulations............33

            6.13        Purpose of Loans.....................................33

            6.14        Environmental Matters................................33

            6.15        Disclosure...........................................34

SECTION 7       CONDITIONS PRECEDENT.........................................34

            7.1         Conditions to Initial Loans..........................34

            7.2         Conditions to Each Loan..............................35

            7.3         Conditions to Term-Out...............................36

SECTION 8       AFFIRMATIVE COVENANTS........................................36

            8.1         Financial Statements.................................36

            8.2         Certificates; Other Information......................37

                                       ii
<PAGE>

            8.3         Payment of Obligations...............................37

            8.4         Conduct of Business and Maintenance of Existence.....38

            8.5         Maintenance of Property; Insurance...................38

            8.6         Inspection of Property; Books and Records;
                          Discussions........................................38

            8.7         Notices..............................................38

SECTION 9       NEGATIVE COVENANTS...........................................39

            9.1         Financial Covenant...................................39

            9.2         Limitation on Liens..................................39

            9.3         Limitation on Indebtedness...........................40

            9.4         Limitation on Fundamental Changes....................40

SECTION 10      EVENTS OF DEFAULT............................................41

SECTION 11      THE AGENTS...................................................43

            11.1        Appointment..........................................43

            11.2        Delegation of Duties.................................43

            11.3        Exculpatory Provisions...............................44

            11.4        Reliance by Administrative Agent.....................44

            11.5        Notice of Default....................................44

            11.6        Non-Reliance on Administrative Agent and
                          Other Lenders......................................45

            11.7        Indemnification......................................45

            11.8        Administrative Agent in Its Individual Capacity......46

            11.9        Successor Administrative Agent.......................46

            11.10       The Arrangers, the Bookrunners, the Syndication
                          Agents and the Documentation Agents................46

SECTION 12      [Intentionally Omitted]......................................46

SECTION 13      MISCELLANEOUS................................................46

            13.1        Amendments and Waivers...............................46

            13.2        Notices..............................................47

            13.3        No Waiver; Cumulative Remedies.......................48

            13.4        Survival of Representations and Warranties...........48

            13.5        Payment of Expenses and Taxes........................48

                                       iii
<PAGE>

            13.6        Successors and Assigns; Participations and
                          Assignments........................................49

            13.7        Adjustments; Set-off.................................51

            13.8        Counterparts.........................................52

            13.9        Severability.........................................52

            13.10       Integration..........................................52

            13.11       GOVERNING LAW........................................52

            13.12       Submission To Jurisdiction; Waivers..................52

            13.13       Acknowledgements.....................................53

            13.14       Confidentiality......................................53

            13.15       [Intentionally omitted]..............................54

            13.16       [Intentionally omitted]..............................54

            13.17       WAIVERS OF JURY TRIAL................................54

            13.18       USA Patriot Act Notice...............................54













                                       iv
<PAGE>

SCHEDULES

Schedule I      Names, Addresses and Commitments of Lenders
Schedule 9.2    Existing Liens


EXHIBITS

Exhibit A       Form of Revolving Credit Note
Exhibit B       Form of CAF Advance Note
Exhibit C       Form of CAF Advance Request
Exhibit D       Form of CAF Advance Offer
Exhibit E       Form of CAF Advance Confirmation
Exhibit F       Form of Closing Certificate
Exhibit G       Form of Opinion of Counsel to Borrower
Exhibit H       Form of Assignment and Acceptance
Exhibit I       Form of Exemption Certificate





















                                        v
<PAGE>

            364-DAY REVOLVING CREDIT AGREEMENT, dated as of May 14, 2004, among
(i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the "Borrower"), (ii)
the several banks and other financial institutions or entities from time to time
parties hereto (the "Lenders"), (iii) BANK OF AMERICA, N.A. and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Syndication Agents (each, in such capacity, a
"Syndication Agent", and collectively, the "Syndication Agents"), (iv) ABN AMRO
BANK N.V., CITICORP USA, INC., DEUTSCHE BANK AG NEW YORK BRANCH, SUMITOMO MITSUI
BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as
co-documentation agents (collectively, the "Documentation Agents"), (v) BANC OF
AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers
(each, in such capacity, an "Arranger", and collectively, the "Arrangers") and
as Joint Bookrunners (each in such capacity, a "Bookrunner", and collectively,
the "Bookrunners"), (vi) BNP PARIBAS and MERRILL LYNCH BANK USA, as Managing
Agents (each, in such capacity, a "Managing Agent", and collectively, the
"Managing Agents") and (vii) JPMORGAN CHASE BANK, as administrative agent for
the Lenders hereunder (in such capacity, the "Administrative Agent").

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

            WHEREAS, the Borrower, certain of the Lenders, the Arrangers, the
Administrative Agent and others are parties to the Credit Agreement, dated as of
May 30, 2003 (as amended, supplemented or otherwise modified prior to the date
hereof, the "Existing 364-Day Credit Facility");

            WHEREAS, the Borrower has requested that the Lenders make available
a 364-day credit facility as described herein to replace the Existing 364-Day
Credit Facility which shall be repaid in full and all commitments and agreements
with respect thereto shall be terminated on or prior to the Closing Date; and

            WHEREAS, the Lenders have agreed to make such 364-day credit
facility available upon the terms and subject to the conditions set forth
herein;

            NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                    SECTION 1
                                   DEFINITIONS

            1.1 DEFINED TERMS. As used in this Agreement, the following terms
shall have the following meanings:

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean the rate of interest per annum publicly announced from
time to time by JPMorgan Chase Bank as its prime rate in effect at its principal

<PAGE>

office in New York City (the Prime Rate not being intended to be the lowest rate
of interest charged by JPMorgan Chase Bank in connection with extensions of
credit to debtors); "Base CD Rate" shall mean the sum of (a) the product of (i)
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is
one and the denominator of which is one minus the C/D Reserve Percentage and (b)
the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for any
day, the secondary market rate for three-month certificates of deposit reported
as being in effect on such day (or, if such day shall not be a Business Day, the
next preceding Business Day) by the Board of Governors of the Federal Reserve
System (the "Board") through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not be so reported
on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center
banks in New York City received at approximately 10:00 A.M., New York City time,
on such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Administrative Agent from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it; and
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it. Any
change in the ABR due to a change in the Prime Rate, the Three-Month Secondary
CD Rate or the Federal Funds Effective Rate shall be effective as of the opening
of business on the effective day of such change in the Prime Rate, the
Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

            "ABR Loans": Revolving Credit Loans bearing interest based upon the
ABR.

            "Administrative Agent":  as defined in the preamble hereto.

            "Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person. For purposes of this definition,
"control" of a Person means the power, directly or indirectly, either to (a)
vote 10% or more of the securities having ordinary voting power for the election
of directors of such Person or (b) direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

            "Agents": the collective reference to the Administrative Agent, the
Syndication Agents, the Documentation Agents, the Managing Agents, the Arrangers
and the Bookrunners.

            "Aggregate Commitments": the aggregate amount of the Commitments of
all of the Lenders.

            "Aggregate Outstandings": as at any date of determination with
respect to any Lender, an amount equal to the aggregate unpaid principal amount
of such Lender's Loans on such date.

                                        2
<PAGE>

            "Agreement": this 364-Day Revolving Credit Agreement, as amended,
amended and restated, supplemented or otherwise modified from time to time.

            "Applicable Margin": with respect to each day for each Type of Loan,
the rate per annum based on the Ratings in effect on such day, as set forth
under the relevant column heading below:


                                  PRIOR TO THE
                                TERMINATION DATE
                                ----------------


Any Date Other than an Excess Utilization Day             Excess Utilization Day
---------------------------------------------             ----------------------


Rating        Eurodollar Loans      ABR Loans     Eurodollar Loans     ABR Loans
------        ----------------      ---------     ----------------     ---------

Rating I         .150%              0%               .275%             0%
Rating II        .190%              0%               .315%             0%
Rating III       .305%              0%               .430%             0%
Rating IV        .460%              0%               .585%             0%
Rating V         .550%              0%               .675%             0%
Rating VI        .825%              0%               .950%             0%


                                 TERM-OUT PERIOD
                                 ---------------

Rating                     Eurodollar Loans                     ABR Loans
------                     ----------------                     ---------

Rating I                        .575%                               0%
Rating II                       .625%                               0%
Rating III                      .750%                               0%
Rating IV                       .925%                               0%
Rating V                        1.050%                            .050%
Rating VI                       1.375%                            .375%


            "Arrangers": as defined in the preamble hereto.
             ---------

            "Assignee": as defined in subsection 13.6(c).
             --------

            "Base CD Rate": as defined in the definition of ABR.
             ------------

            "benefited Lender": as defined in subsection 13.7.

            "Board": as defined in the definition of ABR.

            "Bookrunners": as defined in the preamble hereto.

            "Borrower": as defined in the preamble hereto.

            "Borrowing Date": any Business Day specified in a notice pursuant to
subsection 2.2 or 2.9 as a date on which the Borrower requests the Lenders to
make Loans hereunder.

                                        3
<PAGE>

            "Business": as defined in subsection 6.14.

            "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided that when such term is used for the purpose of determining the
date on which the Eurodollar Base Rate is determined under this Agreement it
means any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market.

            "CAF Advance": each competitive advance facility advance made
pursuant to subsection 2.8.

            "CAF Advance Availability Period": the period from and including the
Closing Date to and including the date which is seven days prior to the
Termination Date.

            "CAF Advance Confirmation": each confirmation by the Borrower of its
acceptance of CAF Advance Offers, which confirmation shall be substantially in
the form of Exhibit E and shall be delivered to the Administrative Agent by
facsimile transmission.

            "CAF Advance Interest Payment Date": as to each CAF Advance, each
interest payment date specified by the Borrower for such CAF Advance in the
related CAF Advance Request.

            "CAF Advance Maturity Date": as to any CAF Advance, the date
specified by the Borrower pursuant to subsection 2.9(d)(ii) in its acceptance of
the related CAF Advance Offer.

            "CAF Advance Note": as defined in subsection 3.13(e).

            "CAF Advance Offer": each offer by a Lender to make CAF Advances
pursuant to a CAF Advance Request, which offer shall contain the information
specified in Exhibit D and shall be delivered to the Administrative Agent by
telephone, immediately confirmed by facsimile transmission.

            "CAF Advance Request": each request by the Borrower for Lenders to
submit bids to make CAF Advances, which request shall contain the information in
respect of such requested CAF Advances specified in Exhibit C and shall be
delivered to the Administrative Agent in writing, by facsimile transmission, or
by telephone, immediately confirmed by facsimile transmission.

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

            "Capital Stock": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

                                        4
<PAGE>

            "C/D Assessment Rate": for any day as applied to any ABR Loan, the
annual assessment rate in effect on such day which is payable by a member of the
Bank Insurance Fund maintained by the Federal Deposit Insurance Corporation (the
"FDIC") classified as well-capitalized and within supervisory subgroup "B" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. ss. 327.4 (or any successor provision) to the FDIC (or any successor) for
the FDIC's (or such successor's) insuring time deposits at offices of such
institution in the United States.

            "C/D Reserve Percentage": for any day as applied to any ABR Loan,
that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board, for determining the maximum reserve requirement for a
Depositary Institution (as defined in Regulation D of the Board) in respect of
new non-personal time deposits in Dollars having a maturity of 30 days or more.

            "Closing Date": the date, on or before May 28, 2004, on which
conditions precedent set forth in subsection 7.1 shall be satisfied.

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

            "Commitment": as to any Lender, the obligation of such Lender to
make Revolving Credit Loans to the Borrower hereunder in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender's name on Schedule I under the heading "Commitment," as such amount
may be reduced or increased from time to time in accordance with the provisions
of this Agreement.

            "Commitment Percentage": as to any Lender at any time, the
percentage which such Lender's Commitment at such time constitutes of the
Aggregate Commitments at such time (or, if the Commitments have terminated or
expired, the percentage which (a) the Aggregate Outstandings of such Lender at
such time then constitutes of (b) the Total Outstandings of all Lenders at such
time).

            "Commitment Period": the period from and including the Closing Date
to but excluding the Termination Date or such earlier date on which the
Commitments shall terminate as provided herein.

            "Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

            "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement

                                        5
<PAGE>

with respect to its Conduit Lender; and provided, further, that no Conduit
Lender shall (a) be entitled to receive any greater amount pursuant to Section
3.9, 3.10, 3.11 or 13.5 than the designating Lender would have been entitled to
receive in respect of the extensions of credit made by such Conduit Lender or
(b) be deemed to have any Commitment.

            "Consolidated EBITDA": of any Person for any period, Consolidated
Net Income of such Person and its Subsidiaries for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
Consolidated Interest Expense of such Person and its Subsidiaries, amortization
or writeoff of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness, (c) depreciation
expense, (d) amortization of intangibles (including, but not limited to,
goodwill) and organization costs and (e) any extraordinary, unusual or
nonrecurring expenses or losses (to the extent any of the foregoing are non-cash
items) (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 including special charges
and purchased research and development charges in connection with acquisitions),
and minus, to the extent included in the statement of such Consolidated Net
Income for such period, the sum of (a) interest income (except to the extent
deducted in determining Consolidated Interest Expense) and (b) any
extraordinary, unusual or non-recurring income or gains (to the extent any of
the foregoing are non-cash items) (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).

            "Consolidated Interest Expense": of any Person for any period, total
interest expense of such Person and its Subsidiaries for such period with
respect to all outstanding Indebtedness of such Person and its Subsidiaries
determined in accordance with GAAP (including, all net costs that are allocable
to such period in accordance with GAAP).

            "Consolidated Leverage Ratio": as at the last day of any period of
four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated
Total Debt on such day to (b) Consolidated EBITDA of the Borrower and its
Subsidiaries for such period.

            "Consolidated Net Income": of any Person for any period, the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

            "Consolidated Tangible Assets": at any date, Consolidated Total
Assets minus (without duplication) the net book value of all assets which would
be treated as intangible assets, as determined on a consolidated basis in
accordance with GAAP.

            "Consolidated Total Assets": at any date, the net book value of all
assets of the Borrower and its Subsidiaries as determined on a consolidated
basis in accordance with GAAP.

            "Consolidated Total Debt": at any date, the aggregate principal
amount of all Indebtedness of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP.

                                        6
<PAGE>

            "Continuing Directors": as defined in Section 10(h).

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

            "Default": any of the events specified in Section 10, whether or not
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

            "Documentation Agents": as defined in the preamble hereto.

            "Dollars" and "$": dollars in lawful currency of the United States
of America.

            "Environmental Laws": any and all applicable foreign, Federal,
state, local or municipal laws, rules, regulations, statutes, ordinances, codes,
decrees, or other enforceable requirements or orders of any Governmental
Authority or other Requirements of Law regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect.

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

            "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
by the Administrative Agent to be the offered rate for deposits in Dollars with
a term comparable to such Interest Period that appears on the applicable
Telerate Page at approximately 11:00 A.M., London time, two Business Days prior
to the beginning of such Interest Period; provided, however, that if at any time
for any reason such offered rate for Dollars does not appear on a Telerate Page,
"Eurodollar Base Rate" shall mean, with respect to each day during each Interest
Period pertaining to a Loan denominated in Dollars, the rate per annum equal to
the average (rounded upward to the nearest 1/16th of 1%) of the respective rates
notified to the Administrative Agent by each of the Reference Lenders as the
rate at which such Reference Lender is offered Dollar deposits at or about 11:00
A.M., London time, two Business Days prior to the beginning of such Interest
Period in the London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein.

            "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                              Eurodollar Base Rate
                              --------------------
                     1.00 - Eurodollar Reserve Requirements

            "Eurodollar Reserve Requirements": for any day as applied to a Loan,
the aggregate (without duplication) of the rates (expressed as a decimal) of
reserve requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves) under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto dealing with reserve requirements prescribed for eurocurrency funding
(currently

                                        7
<PAGE>

referred to as "Eurocurrency Liabilities" in Regulation D of such Board)
maintained by a member bank of such System.

            "Eurodollar Loans": Revolving Credit Loans, the rate of interest
applicable to which is based upon the Eurodollar Rate.

            "Event of Default": any of the events specified in Section 10,
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

            "Excess Utilization Day": any day on which the sum of the Total
Outstandings, plus the Aggregate Total Outstandings of all Lenders under (and as
defined in) the Multi-Year Credit Facility, exceeds, 50.0% of the aggregate
amount of the Commitments hereunder and the Revolving Credit Commitments under
(and as defined in) the Multi-Year Credit Facility (or, in each case, with
respect to any day after termination of such Commitments and Revolving Credit
Commitments, 50.0% of the aggregate amount of the Commitments hereunder and the
Revolving Credit Commitments under (and as defined in) the Multi-Year Credit
Facility in effect on the date immediately prior to the date on which such
Commitments and Revolving Credit Commitments terminated).

            "Existing Credit Facilities": the collective reference to the
Existing Multi-Year Credit Facility and the Existing 364-Day Credit Facility.

            "Existing Multi-Year Credit Facility": the Credit Agreement, dated
as of August 15, 2001, as amended, among the Borrower, the lenders parties
thereto, JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
administrative agent, and others, providing for a $600,000,000 revolving credit
and competitive advance facility.

            "Existing 364-Day Credit Facility": as defined in the recitals
hereto.

            "Facility Fee Rate": for each day during each calculation period,
the rate per annum based on the Ratings in effect on such day, as set forth
below:

                                                  Facility
                          Rating                  Fee Rate

                          Rating I                .050%
                          Rating II               .060%
                          Rating III              .070%
                          Rating IV               .090%
                          Rating V                .125%
                          Rating VI               .175%


            "Fee Commencement Date": the Closing Date.

            "Financing Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

                                        8
<PAGE>

            "Fixed Rate CAF Advance": any CAF Advance made pursuant to a Fixed
Rate CAF Advance Request.

            "Fixed Rate CAF Advance Request": any CAF Advance Request requesting
the Lenders to offer to make CAF Advances at a fixed rate (as opposed to a rate
composed of the Eurodollar Rate plus (or minus) a margin).

            "Funding Commitment Percentage": as at any date of determination,
with respect to any Lender, that percentage equal to (a) the amount of such
Lender's Commitment then in effect on such date minus such Lender's Aggregate
Outstandings on such date, divided by (b) the amount of all Lenders' Commitments
then in effect on such date minus all Lenders' Total Outstandings on such date.

            "GAAP": generally accepted accounting principles in the United
States of America consistent with those utilized in preparing the audited
financial statements referred to in subsection 6.1.

            "Governmental Authority": any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

            "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to induce
the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other unrelated third Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

                                        9
<PAGE>

            "Hedge Agreements": all agreements with non-related third parties
with respect to any swap, forward, future or derivative transaction or option or
similar agreements involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions;
provided that no employee benefit plan of the Borrower or any of its
Subsidiaries shall be a "Hedge Agreement".

            "Indebtedness": of any Person at any date, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of such Person's
business and payable in accordance with customary practices and earn-outs and
other similar obligations in respect of acquisition and other similar
agreements), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness 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), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Capital Stock of such Person, (h) all indebtedness of such
Person, determined in accordance with GAAP, arising out of a Receivables
Transaction, (i) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (h) above, (j) all
obligations of the kind referred to in clauses (a) through (i) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts and
contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation, and (k) for the purposes of
Section 10(d) only, all obligations of such Person in respect of Hedge
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

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

            "Insolvent": pertaining to a condition of Insolvency.

            "Interest Payment Date": (a) as to any ABR Loan, the last day of
each March, June, September and December, (b) as to any Eurodollar Loan having
an Interest Period of three months or less, the last day of such Interest
Period, and (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day which is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of such Interest Period.

                                       10
<PAGE>

            "Interest Period": (a) with respect to any Eurodollar Loan:

                  (i) initially, the period commencing on the Borrowing Date or
            conversion date, as the case may be, with respect to such Eurodollar
            Loan and ending one, two, three, six or nine months thereafter, as
            selected by the Borrower in its notice of borrowing or notice of
            conversion, as the case may be, given with respect thereto; and

                  (ii) thereafter, each period commencing on the last day of the
            next preceding Interest Period applicable to such Eurodollar Loan
            and ending one, two, three, six or nine months thereafter, as
            selected by the Borrower by irrevocable notice to the Administrative
            Agent not less than three Business Days prior to the last day of the
            then current Interest Period with respect thereto;

            provided that, all of the foregoing provisions relating to Interest
            Periods are subject to the following:

                  (1) 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 carry such Interest Period into another calendar month
            in which event such Interest Period shall end on the immediately
            preceding Business Day;

                  (2) any Interest Period in respect of any Loan made by any
            Lender that would otherwise extend beyond the Termination Date
            applicable to such Lender shall end on such Termination Date; and

                  (3) 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; and

            (b) with respect to any LIBO Rate CAF Advance, the period beginning
on the Borrowing Date with respect thereto and ending on the CAF Advance
Maturity Date with respect thereto.

            "JPMorgan Chase Bank": JPMorgan Chase Bank, a New York banking
corporation.


            "Lender Affiliate": (a) any Affiliate of any Lender, (b) any Person
that is administered or managed by any Lender and that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and (c) with respect
to any Lender which is a fund that invests in commercial loans and similar
extensions of credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such Lender or investment advisor.

            "Lenders": as defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

                                       11
<PAGE>

            "LIBO Rate CAF Advance": any CAF Advance made pursuant to a LIBO
Rate CAF Advance Request.

            "LIBO Rate CAF Advance Request": any CAF Advance Request requesting
the Lenders to offer to make CAF Advances at an interest rate equal to the
Eurodollar Rate for the currency of such CAF Advance plus (or minus) a margin.

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).

            "Loan": any Revolving Credit Loan or CAF Advance, as the case may
be.

            "Loan Documents": this Agreement or any Notes.

            "Majority Lenders": (a) at any time prior to the termination of the
Commitments, Lenders, the Commitment Percentages of which aggregate more than
50%; and (b) at any time after the termination of the Commitments, Lenders whose
Aggregate Outstandings aggregate more than 50% of the Total Outstandings of all
Lenders.

            "Managing Agents": as defined in the preamble hereto.

            "Material Adverse Effect": a material adverse effect on (a) the
business, operations, property or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

            "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

            "Maturity Date": the Termination Date or, if the conditions to the
Term-Out set forth in subsection 7.3 are satisfied on the Termination Date, the
first anniversary of the Termination Date.

            "Moody's": Moody's Investors Service, Inc.

            "Multi-Year Credit Facility": the Multi-Year Revolving Credit
Agreement dated the date hereof among the Borrower, the lenders parties thereto,
JPMorgan Chase Bank, as administrative agent, and others, as the same may from
time to time be amended, amended and restated, supplemented or otherwise
modified.

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

                                       12
<PAGE>

            "Non-Excluded Taxes": as defined in subsection 3.10.

            "Notes": the collective reference to any Revolving Credit Notes and
any CAF Advance Notes.

            "Outstanding Amount": with respect to Revolving Credit Loans and CAF
Advances on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving
Credit Loans and CAF Advances, as the case may be, occurring on such date.

            "Participant": as defined in subsection 13.6(b).

            "Patriot Act": as defined in subsection 13.18.

            "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

            "Person": an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

            "Plan": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Properties": as defined in subsection 6.14.

            "Rating": the respective rating of each of the Rating Agencies
applicable to the long-term senior unsecured non-credit enhanced debt of the
Borrower, as announced by the Rating Agencies from time to time.

            "Rating Agencies": collectively, S&P and Moody's.

            "Rating Category": each of Rating I, Rating II, Rating III, Rating
IV, Rating V and Rating VI.


                                       13
<PAGE>

            "Rating I, Rating II, Rating III, Rating IV, Rating V and Rating
VI": the respective Ratings set forth below:

             Rating
            Category                 S&P                        Moody's
            --------                 ---                        -------

            Rating I        greater than or equal       greater than or equal
                            to A+                       to A1

            Rating II       A                                 A2

            Rating III      A-                                A3

            Rating IV       BBB+                              Baa1

            Rating V        BBB                               Baa2

            Rating VI       lower than or equal         lower than or equal
                            to BBB-                     to Baa3

; provided, that (i) if on any day the Ratings of the Rating Agencies do not
fall in the same Rating Category, and the lower of such Ratings (i.e., the
Rating Category designated by a numerically higher Roman numeral) is one Rating
Category lower than the higher of such Ratings, then the Rating Category of the
higher of such Ratings shall be applicable for such day, (ii) if on any day the
Ratings of the Rating Agencies do not fall in the same Rating Category, and the
lower of such Ratings is more than one Rating Category lower than the higher of
such Ratings, then the Rating Category next higher from that of the lower of
such Ratings shall be applicable for such day, (iii) if on any day the Rating of
only one of the Rating Agencies is available, then the Rating Category of such
Rating shall be applicable for such day and (iv) if on any day a Rating is
available from neither of the Rating Agencies, then Rating VI shall be
applicable for such day. Any change in the applicable Rating Category resulting
from a change in the Rating of a Rating Agency shall become effective on the
date such change is publicly announced by such Rating Agency.

            "Receivables": any accounts receivable of any Person, including,
without limitation, any thereof constituting or evidenced by chattel paper,
instruments or general intangibles (as defined in the Uniform Commercial Code of
the State of New York), and all proceeds thereof and rights (contractual and
other) and collateral related thereto.

            "Receivables Subsidiary": any special purpose, bankruptcy-remote
Subsidiary of the Borrower that purchases, on a revolving basis, Receivables
generated by the Borrower or any of its Subsidiaries.

            "Receivables Transaction": any transactions or series of related
transactions providing for the financing of Receivables of the Borrower or any
of its Subsidiaries.

            "Reference Lenders": JPMorgan Chase Bank, Bank of America, N.A., The
Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank AG New York
Branch, Citibank, N.A., Sumitomo Mitsui Banking Corporation and ABN AMRO Bank
N.V.

                                       14
<PAGE>

            "Register": as defined in subsection 13.6(d).

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

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

            "Reportable Event": any of the events set forth in Section 4043(c)
of ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
Reg.ss.4043.

            "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

            "Responsible Officer": with respect to the Borrower, the chief
executive officer and the president of the Borrower or, with respect to
financial matters, the chief financial officer of the Borrower.

            "Revolving Credit Loans": as defined in subsection 2.1.

            "Revolving Credit Note": as defined in subsection 3.13(d).

            "Revolving Lender": each Lender that has a Commitment hereunder or
that holds Revolving Credit Loans.

            "S&P": Standard & Poor's Ratings Services.

            "Signing Date": the date on which the Lenders have signed this
Agreement.

            "Single Employer Plan": any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

            "Subsidiary": as to any Person, a corporation, limited liability
company, partnership or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

            "Syndication Agents": as defined in the preamble hereto.

                                       15
<PAGE>

            "Term-Out": the extension of the Maturity Date from the Termination
Date to the first anniversary of the Termination Date, as described in the
definition of "Maturity Date".

            "Term-Out Period": the period beginning on the day following the
Termination Date.

            "Termination Date": May 13, 2005.

            "Total Outstandings": the Outstanding Amount of all Loans of all of
the Lenders.

            "Tranche": the collective reference to Eurodollar Loans the then
current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been
made on the same day); Tranches may be identified as "Eurodollar Tranches".

            "Transferee": as defined in subsection 13.6(f).

            "Type": as to any Revolving Credit Loan, its nature as an ABR Loan
or a Eurodollar Loan.

            1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes or any certificate or other document made or delivered
pursuant hereto.

            (b) As used herein and in any Notes, and any certificate or other
document made or delivered pursuant hereto, accounting terms relating to the
Borrower and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                                    SECTION 2
                         AMOUNT AND TERMS OF COMMITMENTS

            2.1 COMMITMENTS. (a) Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans ("Revolving Credit
Loans") in Dollars to the Borrower from time to time during the Commitment
Period so long as after giving effect thereto (i) each Lender's Aggregate
Outstandings do not exceed its Commitment and (ii) the Total Outstandings do not
exceed the Aggregate Commitments. During the Commitment Period, the Borrower may
use the Commitments by borrowing, prepaying the Revolving Credit Loans in whole
or in part, and reborrowing, all in accordance with the terms and conditions
hereof.

                                       16
<PAGE>

            (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 3.2, provided that no Revolving Credit Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the Termination Date.

            2.2 PROCEDURE FOR REVOLVING CREDIT BORROWING. The Borrower may
borrow under the Commitments during the Commitment Period on any Business Day,
provided that the Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 10:00
A.M., New York City time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving Credit Loans are
to be initially Eurodollar Loans or (b) on the requested Borrowing Date,
otherwise), in each case specifying (i) the amount to be borrowed, (ii) the
requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar
Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be
entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the
length of the initial Interest Period therefor. Each borrowing under the
Commitments shall be in an amount equal to (x) in the case of ABR Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the
Aggregate Commitments minus the Total Outstandings are less than $1,000,000,
such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Upon receipt of any such notice
from the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Prior to 11:00 A.M., New York City time, on the Borrowing Date
requested by the Borrower, each Lender will make an amount equal to its Funding
Commitment Percentage of the principal amount of the Revolving Credit Loans
requested to be made on such Borrowing Date available to the Administrative
Agent for the account of the Borrower at the New York office of the
Administrative Agent specified in subsection 13.2 in funds immediately available
to the Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower on
the books of such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

            2.3 [INTENTIONALLY OMITTED].

            2.4 [INTENTIONALLY OMITTED].

            2.5 FACILITY FEE. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee for the period from and
including the Fee Commencement Date to the Termination Date, computed at the
Facility Fee Rate on the average daily amount of the Commitment of such Lender
(regardless of usage) during the period for which payment is made, payable
quarterly in arrears on the last day of each March, June, September and
December, on the Termination Date or such earlier date on which the Commitments
shall terminate as provided herein, commencing on the first of such dates to
occur after the date hereof.

            2.6 TERMINATION OR REDUCTION OF COMMITMENTS. The Borrower shall have
the right, upon not less than five Business Days' notice to the Administrative
Agent, to terminate the Aggregate

                                       17
<PAGE>

Commitments or, from time to time, to reduce the amount of the Aggregate
Commitments; provided that no such termination or reduction shall be permitted
if, after giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the Total Outstandings would exceed the Aggregate
Commitments. Any such reduction shall be in an amount equal to $5,000,000 or a
whole multiple thereof and shall reduce permanently the Commitments then in
effect. The Administrative Agent shall give each Lender prompt notice of any
notice received from the Borrower pursuant to this subsection 2.6.

            2.7 REPAYMENT OF REVOLVING CREDIT LOANS. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender the then unpaid principal amount of each Revolving Credit Loan of
such Lender on the Maturity Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 10). The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Revolving
Credit Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in subsection
3.4.

            2.8 CAF ADVANCES. Subject to the terms and conditions of this
Agreement, the Borrower may borrow CAF Advances in Dollars from time to time on
any Business Day during the CAF Advance Availability Period. CAF Advances may be
borrowed in amounts such that the amount of Total Outstandings of all Lenders at
any time shall not exceed the Aggregate Commitments at such time. Within the
limits and on the conditions hereinafter set forth with respect to CAF Advances,
the Borrower from time to time may borrow, repay and reborrow CAF Advances.

            2.9 PROCEDURE FOR CAF ADVANCE BORROWING. (a) The Borrower shall
request CAF Advances by delivering a CAF Advance Request to the Administrative
Agent, not later than 12:00 Noon (New York City time) four Business Days prior
to the proposed Borrowing Date (in the case of a LIBO Rate CAF Advance Request),
and not later than 10:00 A.M. (New York City time) one Business Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each
CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate principal amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof and having not more than
three alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for
each CAF Advance shall be the date set forth therefor in the relevant CAF
Advance Request, which date shall be (i) not less than 7 days nor more than 360
days after the Borrowing Date therefor, in the case of a Fixed Rate CAF Advance,
(ii) not less than one month nor more than twelve months after the Borrowing
Date therefor, in the case of a LIBO CAF Advance and (iii) not later than the
Termination Date, in the case of any CAF Advance. The Administrative Agent shall
notify each Lender promptly by facsimile transmission of the contents of each
CAF Advance Request received by the Administrative Agent.

            (b) In the case of a LIBO Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at the applicable Eurodollar Rate plus (or minus)
a margin determined by such Lender in its sole discretion for each such CAF
Advance. Any such irrevocable offer shall be made by delivering a CAF Advance
Offer to the Administrative Agent, before 10:30 A.M. (New York City time) on the
day that is three Business Days before the proposed Borrowing Date, setting
forth:

                                       18
<PAGE>

            (i) the maximum amount of CAF Advances for each CAF Advance Maturity
Date and the aggregate maximum amount of CAF Advances for all CAF Advance
Maturity Dates which such Lender would be willing to make (which amounts may,
subject to subsection 2.8, exceed such Lender's Commitment); and

            (ii) the margin above or below the applicable Eurodollar Rate at
which such Lender is willing to make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 11:00 A.M. (New York
City time) on the date which is three Business Days before the proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. If
the Administrative Agent, in its capacity as a Lender, shall elect, in its sole
discretion, to make any such CAF Advance Offer, it shall advise the Borrower of
the contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on
the date which is three Business Days before the proposed Borrowing Date.

            (c) In the case of a Fixed Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at a rate of interest determined by such Lender in
its sole discretion for each such CAF Advance. Any such irrevocable offer shall
be made by delivering a CAF Advance Offer to the Administrative Agent before
9:30 A.M. (New York City time) on the Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
            Maturity Date, and the aggregate maximum amount for all CAF Advance
            Maturity Dates, which such Lender would be willing to make (which
            amounts may, subject to subsection 2.8, exceed such Lender's
            Commitment); and

                  (ii) the rate of interest at which such Lender is willing to
            make each such CAF Advance.

The Administrative Agent shall advise the Borrower before 10:00 A.M. (New York
City time) on the proposed Borrowing Date of the contents of each such CAF
Advance Offer received by it. If the Administrative Agent, in its capacity as a
Lender, shall elect, in its sole discretion, to make any such CAF Advance Offer,
it shall advise the Borrower of the contents of its CAF Advance Offer before
9:15 A.M. (New York City time) on the proposed Borrowing Date.

            (d) Before 11:30 A.M. (New York City time) three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M. (New York City time) on the
proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate
CAF Advance Request), the Borrower, in its absolute discretion, shall:

                  (i) cancel such CAF Advance Request by giving the
            Administrative Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the Administrative Agent
            (immediately confirmed by delivery to the Administrative Agent of a
            CAF Advance Confirmation by facsimile transmission) (A) subject to
            the provisions of subsection 2.9(e), accept one or more of the
            offers made by any Lender or Lenders pursuant to subsection

                                       19
<PAGE>

            2.9(b) or subsection 2.9(c), as the case may be, and (B) reject any
            remaining offers made by Lenders pursuant to subsection 2.9(b) or
            subsection 2.9(c), as the case may be.

            (e) The Borrower's acceptance of CAF Advances in response to any CAF
Advance Offers shall be subject to the following limitations:

                  (i) the amount of CAF Advances accepted for each CAF Advance
            Maturity Date specified by any Lender in its CAF Advance Offer shall
            not exceed the maximum amount for such CAF Advance Maturity Date
            specified in such CAF Advance Offer;

                  (ii) the aggregate amount of CAF Advances accepted for all CAF
            Advance Maturity Dates specified by any Lender in its CAF Advance
            Offer shall not exceed the aggregate maximum amount specified in
            such CAF Advance Offer for all such CAF Advance Maturity Dates;

                  (iii) the Borrower may not accept offers for CAF Advances for
            any CAF Advance Maturity Date in an aggregate principal amount in
            excess of the maximum principal amount requested in the related CAF
            Advance Request; and

                  (iv) if the Borrower accepts any of such offers, it must
            accept offers based solely upon pricing for each relevant CAF
            Advance Maturity Date and upon no other criteria whatsoever, and if
            two or more Lenders submit offers for any CAF Advance Maturity Date
            at identical pricing and the Borrower accepts any of such offers but
            does not wish to (or, by reason of the limitations set forth in
            subsection 2.8, cannot) borrow the total amount offered by such
            Lenders with such identical pricing, the Borrower shall accept
            offers from all of such Lenders in amounts allocated among them pro
            rata according to the amounts offered by such Lenders (with
            appropriate rounding, in the sole discretion of the Borrower, to
            assure that each accepted CAF Advance is an integral multiple of
            $1,000,000); provided that if the number of Lenders that submit
            offers for any CAF Advance Maturity Date at identical pricing is
            such that, after the Borrower accepts such offers pro rata in
            accordance with --- ---- the foregoing provisions of this paragraph,
            the CAF Advance to be made by any such Lender would be less than
            $5,000,000 principal amount, the number of such Lenders shall be
            reduced by the Administrative Agent by lot until the CAF Advances to
            be made by each such remaining Lender would be in a principal amount
            of $5,000,000 or an integral multiple of $1,000,000 in excess
            thereof.

            (f) If the Borrower notifies the Administrative Agent that a CAF
Advance Request is cancelled pursuant to subsection 2.9(d)(i), the
Administrative Agent shall give prompt telephone notice thereof to the Lenders.

            (g) If the Borrower accepts pursuant to subsection 2.9(d)(ii) one or
more of the offers made by any Lender or Lenders, the Administrative Agent
promptly shall notify each Lender which has made such an offer of (i) the
aggregate amount of such CAF Advances to be made on such Borrowing Date for each
CAF Advance Maturity Date and (ii) the acceptance or rejection of any offers to
make such CAF Advances made by such Lender. Before 12:00 Noon (New York City
time) on the Borrowing Date specified in the applicable CAF Advance Request,
each

                                       20
<PAGE>

Lender whose CAF Advance Offer has been accepted shall make available to
the Administrative Agent the amount of CAF Advances to be made by such Lender,
in immediately available funds, at the New York office of the Administrative
Agent specified in Section 13.2. The Administrative Agent will make such funds
available to the Borrower as soon as practicable on such date at such office of
the Administrative Agent. As soon as practicable after each Borrowing Date, the
Administrative Agent shall notify each Lender of the aggregate amount of CAF
Advances advanced on such Borrowing Date and the respective CAF Advance Maturity
Dates thereof.

            2.10 REPAYMENT OF CAF ADVANCES. The Borrower hereby unconditionally
promises to pay to the Administrative Agent, for the account of each Lender
which has made a CAF Advance, on the applicable CAF Advance Maturity Date the
then unpaid principal amount of such CAF Advance. The Borrower shall have the
right to prepay any principal amount of any CAF Advance only with the consent of
the Lender to which such CAF Advance is owed. The Borrower hereby further agrees
to pay interest on the unpaid principal amount of each CAF Advance from the
Borrowing Date to the applicable CAF Advance Maturity Date at the rate of
interest specified in the CAF Advance Offer accepted by the Borrower in
connection with such CAF Advance (calculated on the basis of a 360-day year for
actual days elapsed), payable on each applicable CAF Advance Interest Payment
Date.

            2.11 CERTAIN RESTRICTIONS WITH RESPECT TO CAF ADVANCES. A CAF
Advance Request may request offers for CAF Advances to be made on not more than
one Borrowing Date and to mature on not more than three CAF Advance Maturity
Dates. No CAF Advance Request may be submitted earlier than five Business Days
after submission of any other CAF Advance Request.

            2.12 [INTENTIONALLY OMITTED].

            2.13 [INTENTIONALLY OMITTED].

            2.14 [INTENTIONALLY OMITTED].

            2.15 [INTENTIONALLY OMITTED].

            2.16 [INTENTIONALLY OMITTED].

            2.17 [INTENTIONALLY OMITTED].


                                    SECTION 3
                   CERTAIN PROVISIONS APPLICABLE TO THE LOANS

3.1 OPTIONAL AND MANDATORY PREPAYMENTS. (a) The Borrower may at any time and
from time to time prepay the Revolving Credit Loans, in whole or in part,
without premium or penalty (other than any amounts payable pursuant to
subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a day
other than the last day of the Interest Period with respect thereto), upon at
least four Business Days' irrevocable notice to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination
thereof, the amount

                                       21
<PAGE>

allocable to each. Upon receipt of any such notice the Administrative Agent
shall promptly notify each Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein.

            (b) [Intentionally omitted].

            (c) (i) If, at any time during the Commitment Period, for any reason
the Total Outstandings of all Lenders exceed the Aggregate Commitments then in
effect, the Borrower shall, without notice or demand, immediately prepay the
Revolving Credit Loans in amounts such that the aggregate principal amount of
the Revolving Credit Loans so prepaid equals or exceeds the amount of such
excess.

                  (ii) [Intentionally omitted].

                  (iii) Each prepayment of Loans pursuant to this subsection
            3.1(c) shall be accompanied by any amounts payable under subsection
            3.11 in connection with such prepayment.

                  (iv) [Intentionally omitted].

            3.2 CONVERSION AND CONTINUATION OPTIONS. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election. The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election. Any such notice of conversion
to Eurodollar Loans shall specify the length of the initial Interest Period
therefor. Upon receipt of any such notice the Administrative Agent shall
promptly notify each Lender thereof. All or any part of outstanding Eurodollar
Loans and ABR Loans may be converted as provided herein, provided that (i) no
Loan may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Lenders have determined that such a conversion is not appropriate and (ii) no
Loan may be converted into a Eurodollar Loan after the date that is one month
prior to the Termination Date.

            (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Lenders have determined that such a continuation is not appropriate or
(ii) after the date that is one month prior to the Termination Date, and
provided, further, that if the Borrower shall fail to give such notice or if
such continuation is not permitted, such Loans shall be automatically converted
to ABR Loans on the last day of such then expiring Interest Period.

            (c) [Intentionally omitted].

            3.3 MINIMUM AMOUNTS AND MAXIMUM NUMBER OF TRANCHES. All borrowings,
conversions and continuations of Revolving Credit Loans hereunder and all
selections of Interest

                                       22
<PAGE>

Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event
shall there be more than seven Tranches outstanding at any time.

            3.4 INTEREST RATES AND PAYMENT DATES. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such Interest Period
plus the Applicable Margin in effect for such day.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) [Intentionally omitted].

            (d) Each CAF Advance shall bear interest at the rate determined in
accordance with subsection 2.9.

            (e) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon, (iii) any facility fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and/or any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of any such overdue interest, facility fee or other
amount, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest,
facility fee or other amount is paid in full (as well after as before judgment).

            (f) Interest pursuant to this subsection shall be payable in arrears
on each Interest Payment Date or CAF Advance Interest Payment Date, as the case
may be, provided that interest accruing pursuant to paragraph (e) of this
subsection shall be payable from time to time on demand.

            3.5 COMPUTATION OF INTEREST AND FEES. (a) Whenever it is calculated
on the basis of the Prime Rate, interest shall be calculated on the basis of a
365- (or 366-, as the case may be) day year for the actual days elapsed; and,
otherwise, interest and fees shall be calculated on the basis of a 360-day year
for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR, the Eurodollar Reserve Requirements, the C/D Assessment Rate
or the C/D Reserve Percentage shall become effective as of the opening of
business on the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of the
effective date and the amount of each such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the

                                       23
<PAGE>

Borrower, deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to subsections
3.4(a), (b) or (d).

            (c) If any Reference Lender shall for any reason no longer have a
Commitment or any Loans, such Reference Lender shall thereupon cease to be a
Reference Lender, and if, as a result, there shall only be one Reference Lender
remaining, the Administrative Agent (after consultation with the Lenders and
with the consent of the Borrower (which consent shall not be unreasonably
withheld)) shall, by notice to the Borrower and the Lenders, designate another
Lender as a Reference Lender so that there shall at all times be at least two
Reference Lenders.

            (d) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby. If any
of the Reference Lenders shall be unable or shall otherwise fail to supply such
rates to the Administrative Agent upon its request, the rate of interest shall,
subject to the provisions of subsection 3.6, be determined on the basis of the
quotations of the remaining Reference Lenders or Reference Lender.

            3.6 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day
of any Interest Period:

            (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or

            (b) the Administrative Agent shall have received notice from the
Majority Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2, the
Borrower may cancel the request for such Eurodollar Loan by written notice to
the Administrative Agent one Business Day prior to the first day of such
Interest Period and the Borrower shall not be subject to any liability pursuant
to subsection 3.11 with respect to such cancelled request, (y) any Loans that
were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be continued as ABR Loans, and (z) any outstanding
Eurodollar Loans shall be converted, on the first day of such Interest Period,
to ABR Loans. Until such notice has been withdrawn by the Administrative Agent,
no further Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert ABR Loans to Eurodollar Loans.

            3.7 PRO RATA TREATMENT AND PAYMENTS. (a) Each payment of principal
or interest in respect of the Loans shall be made pro rata according to the
amounts then due and owing to the respective Lenders.

            (b) Each borrowing by the Borrower of Revolving Credit Loans from
the Lenders hereunder shall be made pro rata according to the Funding Commitment
Percentages of the

                                       24
<PAGE>

Lenders in effect on the date of such borrowing. Each payment by the Borrower on
account of any facility fee hereunder and any reduction of the Aggregate
Commitments of the Lenders shall be allocated by the Administrative Agent among
the Lenders pro rata according to the Commitment Percentages of the Lenders.
Each payment (including each prepayment) by the Borrower on account of principal
of and interest on the Revolving Credit Loans shall be made pro rata according
to the respective outstanding principal amounts of the Revolving Credit Loans
then due and owing to the Lenders. All payments (including prepayments) to be
made by the Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without set off or counterclaim and shall be made
prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Administrative
Agent's office specified in subsection 13.2, in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day (and, with respect
to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension) unless the result of such extension would
be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day.

            (c) [Intentionally omitted].

            (d) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this subsection shall be conclusive in the
absence of manifest error. If such Lender's share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon equal to the rate per annum applicable
to ABR Loans hereunder.

            3.8 ILLEGALITY. Notwithstanding any other provision herein, if after
the date hereof the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof shall make it unlawful for any Lender
to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall
forthwith be cancelled, and (b) such Lender's Loans then outstanding as
Eurodollar

                                       25
<PAGE>

Loans, if any, shall be converted automatically to ABR Loans on the respective
last days of the then current Interest Periods with respect to such Loans or
within such earlier period as required by law. If any such conversion of a
Eurodollar Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Borrower shall pay to such Lender such
amounts, if any, as may be required pursuant to subsection 3.11.

            3.9 REQUIREMENTS OF LAW. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof (or, in the case of LIBO Rate CAF Advances, made subsequent to
acceptance by the Borrower of such LIBO Rate CAF Advance):

                  (i) shall subject any Lender to any tax of any kind whatsoever
            with respect to this Agreement, any Note, any Eurodollar Loan or any
            LIBO Rate CAF Advance made by it, or change the basis of taxation of
            payments to such Lender in respect thereof (except for Non-Excluded
            Taxes covered by subsection 3.10 and changes in the rate of tax on
            the overall net income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
            special deposit, compulsory loan or similar requirement against
            assets held by, deposits or other liabilities in or for the account
            of, advances, loans or other extensions of credit by, or any other
            acquisition of funds by, any office of such Lender which is not
            otherwise included in the determination of the Eurodollar Rate; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, LIBO Rate CAF Advances or to reduce
any amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduced amount
receivable; provided, that the Borrower shall not be required to pay to any
Lender any amounts under this paragraph for any period prior to the date on
which such Lender gives notice to the Borrower that such amounts are payable
unless such Lender gives such notice within 180 days after it became aware or
should have become aware of the event giving rise to such payment obligation.

            (b) If any Lender shall have determined that after the date hereof
the adoption of or any change in any Requirement of Law regarding capital
adequacy or in the interpretation or application thereof or compliance by such
Lender or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Lender's or such corporation's capital as
a consequence of its obligations hereunder to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, the Borrower shall promptly pay to such
Lender

                                       26
<PAGE>

such additional amount or amounts as will compensate such Lender for such
reduction; provided, that the Borrower shall not be required to pay to any
Lender any amounts under this paragraph for any period prior to the date on
which such Lender gives notice to the Borrower that such amounts are payable
unless such Lender gives such notice within 180 days after it became aware or
should have become aware of the event giving rise to such payment obligation.

            (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection submitted by such Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

            3.10 TAXES. (a) All payments made by the Borrower under any Loan
Document shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, any Loan Document). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder or under any Loan Document, the
amounts so payable to the Administrative Agent or such Lender shall be increased
to the extent necessary to yield to the Administrative Agent or such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in such Loan
Document; provided, however, that the Borrower shall not be required to increase
any such amounts payable to any Lender that is not organized under the laws of
the United States of America or a state thereof if such Lender fails to comply
with the requirements of paragraph (b) of this subsection. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure. The agreements in this subsection shall
survive the termination of this Agreement and each other Loan Document and the
payment of the Loans and all other amounts payable hereunder and thereunder.

(b) Each Lender (or Transferee) that is not a citizen or resident of the United
States of America, a corporation, partnership or other entity created or
organized in or under the laws of

                                       27
<PAGE>

the United States of America (or any jurisdiction thereof), or any estate or
trust that is subject to federal income taxation regardless of the source of its
income (a "Non-U.S. Lender") shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Lender from which
the related participation shall have been purchased) two copies of either U.S.
Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Non-U.S. Lender claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest" a statement substantially in the form of Exhibit I and a Form W-8BEN,
or any subsequent versions thereof or successors thereto properly completed and
duly executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Borrower
under this Agreement and the other Loan Documents. Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to any Loan
Document (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.

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

            3.11 INDEMNITY. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans or CAF Advances after
the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement or (b) the making of a prepayment of Eurodollar
Loans or CAF Advances or the conversion of Eurodollar Loans to ABR Loans on a
day which is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) or, in the case of CAF Advances, the applicable CAF Advance Maturity
Date (or proposed CAF Advance Maturity Date), in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin or any positive margin applicable to CAF Advances

                                       28
<PAGE>

included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurodollar market. This covenant shall survive the
termination of this Agreement and each other Loan Document and the payment of
the Loans and all other amounts payable hereunder and thereunder.

            3.12 CHANGE OF LENDING OFFICE; REMOVAL OF LENDER. Each Lender agrees
that if it makes any demand for payment under subsection 3.9 or 3.10(a), or if
any adoption or change of the type described in subsection 3.8 shall occur with
respect to it, (i) it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under subsection 3.9 or
3.10(a), or would eliminate or reduce the effect of any adoption or change
described in subsection 3.8 or (ii) it will, upon at least five Business Days'
notice from the Borrower to such Lender and the Administrative Agent, assign,
pursuant to and in accordance with the provisions of subsection 13.6(c), to one
or more Assignees designated by the Borrower all, but not less than all, of such
Lender's rights and obligations hereunder (other than rights in respect of such
Lender's outstanding CAF Advance), without recourse to or warranty by, or
expense to, such Lender, for a purchase price equal to the outstanding principal
amount of each Revolving Credit Loan then owing to such Lender plus any accrued
but unpaid interest thereon and any accrued but unpaid facility fees and
utilization fees owing thereto and, in addition, all additional costs and
reimbursements, expense reimbursements and indemnities, if any, owing in respect
of such Lender's Commitment hereunder at such time (including any amount that
would be payable under subsection 3.11 if such assignment were, instead, a
prepayment in full of all amounts owing to such Lender) shall be paid to such
Lender.

            3.13 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 the Register pursuant to
subsection 13.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) in the case of Revolving Credit Loans, the amount of each Revolving
Credit Loan made hereunder, the Type thereof and each Interest Period applicable
thereto, (ii) in the case of CAF Advances, the amount and currency of each CAF
Advance made hereunder, the CAF Advance Maturity Date thereof, the interest rate
applicable thereto and each CAF Advance Interest Payment Date applicable
thereto, (iii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iv) both
the amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Lender's share thereof.

            (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 3.13(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation

                                       29
<PAGE>

of the Borrower to repay (with applicable interest) the Loans made to such
Borrower by such Lender in accordance with the terms of this Agreement.

            (d) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit A with appropriate insertions as to
date and principal amount (a "Revolving Credit Note").

            (e) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the CAF Advances of such Lender,
substantially in the form of Exhibit B with appropriate insertions (a "CAF
Advance Note").

                                   SECTION 4
                            [INTENTIONALLY OMITTED].

                                   SECTION 5
                            [INTENTIONALLY OMITTED].

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

            To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:

            6.1 FINANCIAL CONDITION. The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 2003 and December
31, 2002 and the related consolidated statements of operations and of cash flows
for the fiscal years ended on such dates, reported on by Ernst & Young LLP,
copies of which have heretofore been furnished to each Lender, are complete and
correct and present fairly the consolidated financial condition of the Borrower
and its consolidated Subsidiaries as at such dates, and the consolidated results
of their operations and their consolidated cash flows for the fiscal years then
ended. The unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at March 31, 2004 or, if later and prior to the
Signing Date, the date of the Borrower's most recent publicly available Form
10-Q and the related unaudited consolidated statements of operations and of cash
flows for the fiscal period ended on such date, certified by a Responsible
Officer, copies of which have heretofore been furnished to each Lender, are
complete and materially correct and present fairly (subject to normal year-end
audit adjustments) the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations and their consolidated cash flows for the fiscal period then ended.
All such annual financial statements, including the related schedules and notes
thereto, were, as of the date prepared, prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein). The quarterly financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X under
the Securities Act of 1933.

                                       30
<PAGE>

Accordingly, such quarterly statements do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of
the Borrower, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Neither the
Borrower nor any of its consolidated Subsidiaries had, at the date of the most
recent balance sheet referred to above, any material Guarantee Obligation,
material contingent liability or material liability for taxes, or any material
long-term lease or material unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or exchange
transaction, which is not reflected in the foregoing statements or in the notes
thereto.

            6.2 NO CHANGE. Since December 31, 2003, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

            6.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of the Borrower
and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law, except to the extent that the failure of the foregoing clauses (a) (only
with respect to Subsidiaries of the Borrower), (c) and (d) to be true and
correct could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

            6.4 CORPORATE POWER; CONSENTS AND AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. The Borrower has the corporate power and authority, and the legal
right, to make, deliver and perform the Loan Documents to which it is a party
and to borrow hereunder and has taken all necessary corporate action to
authorize the borrowings on the terms and conditions of this Agreement, any
Notes and to authorize the execution, delivery and performance of the Loan
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority
(including, without limitation, exchange control) or any other Person is
required with respect to the Borrower or any of its Subsidiaries in connection
with the borrowings hereunder or with the execution, delivery, performance,
validity or enforceability of the Loan Documents to which the Borrower is a
party. This Agreement and each other Loan Document to which the Borrower is, or
is to become, a party has been or will be, duly executed and delivered on behalf
of the Borrower. This Agreement and each other Loan Document to which the
Borrower is, or is to become, a party constitutes or will constitute, a legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

            6.5 NO LEGAL BAR. The execution, delivery and performance of the
Loan Documents, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or Contractual Obligation of the
Borrower or of any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect and will not result in, or require, the

                                       31
<PAGE>

creation or imposition of any Lien on any of its or their respective properties
or revenues pursuant to any such Requirement of Law or Contractual Obligation
which could reasonably be expected to have a Material Adverse Effect.

            6.6 NO MATERIAL LITIGATION. Except as disclosed in the Borrower's
Form 10-K dated December 31, 2003 or the Borrower's Form 10-Q dated March 31,
2004 or, if later and prior to the Signing Date, the date of the Borrower's most
recent publicly available Form 10-Q, no litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending or, to the
knowledge of the Borrower, threatened by or against the Borrower or any of its
Subsidiaries or against any of its or their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby, or (b) which could reasonably be expected to have a
Material Adverse Effect.

            6.7 NO DEFAULT. Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

            6.8 INTELLECTUAL PROPERTY. Except as disclosed in the Borrower's
Form 10-K dated December 31, 2003 or the Borrower's Form 10-Q dated March 31,
2004 or, if later and prior to the Signing Date, the date of the Borrower's most
recent publicly available Form 10-Q, the Borrower and each of its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes necessary for the conduct of its business as currently
conducted except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the "Intellectual
Property"). Except as disclosed in the Borrower's Form 10-K dated December 31,
2003 or the Borrower's Form 10-Q dated March 31, 2004 or, if later and prior to
the Signing Date, the date of the Borrower's most recent publicly available Form
10-Q, no claim has been asserted and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does the Borrower know of
any valid basis for any such claim, except for such claims that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
Except as disclosed in the Borrower's Form 10-K dated December 31, 2003 or the
Borrower's Form 10-Q dated March 31, 2004 or, if later and prior to the Signing
Date, the date of the Borrower's most recent publicly available Form 10-Q, the
use of such Intellectual Property by the Borrower and its Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

            6.9 TAXES. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it (other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries, as the case may be),
except to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.

                                       32
<PAGE>

            6.10 FEDERAL REGULATIONS. No part of the proceeds of any Loans will
be used in any manner that would violate Regulation U of the Board as now and
from time to time hereafter in effect.

            6.11 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan other than a
Multiemployer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code, where the liability could be
reasonably expected to result could have a Material Adverse Effect; provided,
however, that with respect to any Multiemployer Plan, such representation is
made only to the knowledge of the Borrower. No termination of a Single Employer
Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in
favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan and
to the knowledge of the Borrower, neither the Borrower nor any Commonly
Controlled Entity would become subject to any liability under ERISA if the
Borrower or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
on which this representation is made or deemed made which liability could be
reasonably expected to result could have a Material Adverse Effect. No such
Multiemployer Plan is in Reorganization or Insolvent.

            6.12 INVESTMENT COMPANY ACT; OTHER REGULATIONS. The Borrower is not
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

            6.13 PURPOSE OF LOANS. The proceeds of the Loans shall be used to
finance the working capital and general corporate needs of the Borrower and its
Subsidiaries, including, but not limited to, acquisitions.

            6.14 ENVIRONMENTAL MATTERS. Except to the extent that the failure of
the following statements to be true and correct could not reasonably be expected
to have a Material Adverse Effect:

            (a) The facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "Properties") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
reasonably be expected to give rise to liability under, any Environmental Law.

                                       33
<PAGE>

            (b) The Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no contamination
at, under or about the Properties or violation of any Environmental Law with
respect to the Properties or the business operated by the Borrower or any of its
Subsidiaries (the "Business") which could reasonably be expected to materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

            (c) Neither the Borrower nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.

            (d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise
to liability under, any applicable Environmental Law.

            (e) No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business.

            (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws.

            6.15 DISCLOSURE. The statements and information contained herein and
in any of the information provided to the Administrative Agent or the Lenders in
writing in connection with this Agreement, taken as a whole, do not contain any
untrue statement of any material fact, or omit to state a fact necessary in
order to make such statements or information not misleading in any material
respect, in each case in light of the circumstances under which such statements
were made or information provided as of the date so provided.


                                   SECTION 7
                              CONDITIONS PRECEDENT

            7.1 CONDITIONS TO INITIAL LOANS. The agreement of each Lender to
make the initial Loan requested to be made by it is subject to the satisfaction
on the Closing Date of the following conditions precedent:

                                       34
<PAGE>

            (a) Credit Agreement. The Administrative Agent shall have received
this Agreement, executed and delivered by a duly authorized officer of each
Lender and the Borrower, with a counterpart for each Lender and original Notes
executed by the Borrower in favor of each Lender requesting a Note.

            (b) Closing Certificate. The Administrative Agent shall have
received, with a counterpart for each Lender, a certificate of the Borrower,
dated the Closing Date, substantially in the form of Exhibit F, with appropriate
insertions and attachments, satisfactory in form and substance to the
Administrative Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of the Borrower.

            (c) Representations and Warranties. Each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the Closing Date as if
made on and as of the Closing Date.

            (d) Termination of Existing Credit Facilities. Evidence that all
principal amounts, interest, fees, and other amounts owed under the Existing
Credit Facilities on the Closing Date shall have been paid in full on the
Closing Date and all commitments and agreements with respect thereto shall have
been terminated.

            (e) Legal Opinion. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of counsel to the
Borrower (which opinion may be delivered in part by in-house counsel to the
Borrower), covering the matters set forth in Exhibit G. Such legal opinion shall
cover such other matters incident to the transactions contemplated by this
Agreement as the Administrative Agent may reasonably require.

            (f) Approvals. All governmental and third party approvals necessary
in connection with the execution, delivery and performance of this Agreement and
the other Loan Documents shall have been obtained and be in full force and
effect.

            (g) Financial Statements; Pro Forma Projected Consolidated
Capitalization. The Lenders shall have received (i) satisfactory audited
consolidated financial statements of the Borrower and its consolidated
Subsidiaries for the two most recent fiscal years ended prior to the Closing
Date as to which such financial statements are available and (ii) satisfactory
unaudited interim consolidated financial statements of the Borrower and its
consolidated Subsidiaries for each quarterly period ended subsequent to the date
of the latest financial statements delivered pursuant to clause (i) of this
paragraph as to which such financial statements are available.

            (h) Fees. The Lenders and the Administrative Agent shall have
received all fees required to be paid and all expenses required to be paid by
the Borrower pursuant to the terms hereof and for which invoices have been
presented at least five (5) Business Days in advance, on or before the Closing
Date.

            7.2 CONDITIONS TO EACH LOAN. The agreement of each Lender to make
any Loan requested to be made by it on any date (including, without limitation,
its initial Loan) is subject to the satisfaction of the following conditions
precedent:

                                       35
<PAGE>

            (a) Representations and Warranties. Each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date (other than, in the case of any Loan made after the Closing
Date, the representations and warranties in subsections 6.2, 6.6 and 6.8 which
shall be true and correct in all material respects on and as of the Closing
Date).

            (b) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the Loans requested to
be made.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.

            7.3 CONDITIONS TO TERM-OUT. The extension of the Maturity Date
pursuant to the Term-Out is subject to the satisfaction of the following
conditions precedent:

            (a) Representations and Warranties. Each of the representations and
warranties made by the Borrower in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the Termination Date as
if made on and as of such date (other than the representations and warranties in
subsections 6.2, 6.6 and 6.8).

            (b) No Default. No Default or Event of Default shall have occurred
and be continuing on the Termination Date.


                                    SECTION 8
                              AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments (or any
of them) remain in effect or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Documents, the Borrower
shall and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

            8.1 FINANCIAL STATEMENTS. Furnish to each Lender:

            (a) as soon as available, but in any event not later than 20 days
after required to be filed with the Securities and Exchange Commission at the
end of each fiscal year of the Borrower, a copy of the consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end of such
year and the related consolidated statements of operations and stockholders'
equity and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by Ernst & Young LLP or other independent certified public
accountants of nationally recognized standing;

            (b) as soon as available, but in any event not later 15 days after
required to be filed with the Securities and Exchange Commission at the end of
each of the first three quarterly periods of each fiscal year of the Borrower,
the unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such quarter and the related unaudited
consolidated statements of operations for such quarter and the portion of the
fiscal year through the end of such quarter and of cash flows of the Borrower
and its consolidated Subsidiaries for the portion of the fiscal year through

                                       36
<PAGE>

the end of such quarter, setting forth in each case in comparative form the
figures for the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit
adjustments); and

            (c) all such financial statements shall be complete and correct in
all material respects and shall be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein); provided, that it is hereby
acknowledged that the quarterly financial statements delivered pursuant to
paragraph (b) above may not include all of the information and footnotes
required by GAAP for complete annual financial statements.

Any financial statement required to be furnished pursuant to this subsection 8.1
shall be deemed to have been furnished on the date on which the Lenders receive
notice that the Borrower has posted such financial statement on the Intralinks
website on the Internet at www.intralinks.com; provided that the Borrower shall
give notice of any such posting to the Administrative Agent (who shall then give
notice of any such posting to the Lenders). Notwithstanding the foregoing, the
Borrower shall deliver paper copies of any financial statement referred to in
this subsection 8.1 to the Administrative Agent if the Administrative Agent or
any Lender requests the Borrower to furnish such paper copies until written
notice to cease delivering such paper copies is given by the Administrative
Agent.

            8.2 CERTIFICATES; OTHER INFORMATION. Furnish to the Administrative
Agent with sufficient copies for the Lenders:

            (a) concurrently with the delivery of the financial statements
referred to in subsections 8.1(a) and 8.1(b), a certificate of a Responsible
Officer stating that such Officer has obtained no knowledge of any Default or
Event of Default that has occurred and is continuing except as specified in such
certificate, and including calculations demonstrating compliance with subsection
9.1;

            (b) within ten days after the same are sent, copies of all financial
statements and reports which the Borrower sends to its stockholders, and within
five days after the same are filed, copies of all financial statements and
reports which the Borrower may make to, or file with, the Securities and
Exchange Commission or any successor or analogous Governmental Authority, and
promptly after the same are issued, copies of all press releases issued by the
Borrower; and

            (c) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

            8.3 PAYMENT OF OBLIGATIONS. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

                                       37
<PAGE>

            8.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. (a) Continue
to engage in business of the same general type as conducted by it on the Signing
Date; (b) preserve, renew and keep in full force and effect its corporate
existence (except as could not in the aggregate be reasonably expected to have a
Material Adverse Effect); (c) take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its
business except as otherwise permitted pursuant to subsection 9.4; and (d)
comply with all Contractual Obligations and Requirements of Law except to the
extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.

            8.5 MAINTENANCE OF PROPERTY; INSURANCE. Keep all property necessary
in its business in good working order and condition except to the extent that
failure to do so could not, in the aggregate, be reasonably expected to have a
Material Adverse Effect; maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are adequate for conducting its business; and furnish to
each Lender, upon written request, full information as to the insurance carried.

            8.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender (upon reasonable advance notice coordinated
through the Administrative Agent) to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants.

            8.7 NOTICES. Promptly give notice to the Administrative Agent and
each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time involving the Borrower
or any of its Subsidiaries, which in either case, could reasonably be expected
to have a Material Adverse Effect; and

            (c) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan,
other than the termination of any Single Employer Plan pursuant to Section
4041(b) of ERISA where, in connection with any of the foregoing, the amount of
liability the Borrower or any Commonly Controlled Entity could reasonably be
expected to incur would be material.

                                       38
<PAGE>

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.


                                    SECTION 9
                               NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments (or any
of them) remain in effect or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Documents, the Borrower
shall not, and (except with respect to subsection 9.1) shall not permit any of
its Subsidiaries to, directly or indirectly:

            9.1 FINANCIAL COVENANT. Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower to exceed 3.5 to 1.0.

            9.2 LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

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

            (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;

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

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

            (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Borrower or such Subsidiary;

            (f) Liens in existence on the date hereof listed on Schedule 9.2,
provided that no such Lien is spread to cover any additional property after the
Closing Date and that the amount of Indebtedness secured thereby is not
increased;

            (g) Liens securing Indebtedness of the Borrower and its Subsidiaries
incurred to finance the acquisition of fixed or capital assets, provided that
(i) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (ii) such Liens

                                       39
<PAGE>

do not at any time encumber any property other than the property financed by
such Indebtedness and (iii) the amount of Indebtedness secured thereby is not
increased;

            (h) Liens on the property or assets of a corporation which becomes a
Subsidiary after the date hereof, provided that (i) such Liens existed at the
time such corporation became a Subsidiary and were not created in anticipation
thereof, (ii) any such Lien is not spread to cover any property or assets of
such corporation after the time such corporation becomes a Subsidiary, and (iii)
the amount of Indebtedness secured thereby is not increased;

            (i) Liens created pursuant to any Receivables Transaction permitted
pursuant to subsection 9.3(a); and

            (j) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Borrower and all Subsidiaries) $100,000,000
in aggregate amount at any time.

            9.3 LIMITATION ON INDEBTEDNESS. Create, issue, incur, assume, become
liable in respect of or suffer to exist:

            (a) any Indebtedness pursuant to any Receivables Transaction, except
for Indebtedness pursuant to all Receivables Transactions in an aggregate
principal amount not exceeding 20% of Consolidated Tangible Assets; or

            (b) any Indebtedness of any of the Subsidiaries of the Borrower
other than (x) Indebtedness of any Receivables Subsidiary pursuant to any
Receivables Transaction permitted under subsection 9.3(a), (y) any Indebtedness
of any Subsidiary of the Borrower owing to the Borrower or to any other
Subsidiary of the Borrower and (z) any other Indebtedness of Subsidiaries of the
Borrower in an aggregate principal amount at any time outstanding not to exceed
20% of Consolidated Tangible Assets.

            9.4 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

            (a) any Subsidiary of the Borrower may be merged or consolidated
with or into the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any one or more wholly owned Subsidiaries
of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall
be the continuing or surviving corporation);

            (b) the Borrower or any wholly owned Subsidiary of the Borrower may
sell, lease, transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any other wholly owned
Subsidiary, and, so long as no Default or Event of Default shall have occurred
and be continuing or would occur as a result thereof, the Borrower or any
Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any
or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly
owned Subsidiary of the Borrower for fair market value;

                                       40
<PAGE>

            (c) any non-wholly owned Subsidiary of the Borrower may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the
Borrower for fair market value or may sell, lease, transfer or otherwise dispose
of any or all of its assets (upon voluntary liquidation or otherwise) to any
other non-wholly owned Subsidiary of the Borrower; and

            (d) the Borrower or any Subsidiary of the Borrower may be merged or
consolidated with or into another Person; provided that the Borrower or such
Subsidiary shall be the continuing or surviving corporation and no Default or
Event of Default shall have occurred and be continuing or would occur as a
result thereof (and, in the case of any such transaction involving a Subsidiary,
such Subsidiary shall continue to be a Subsidiary or the Borrower shall have
received fair market value therefor as determined by the Board of Directors of
the Borrower); and provided further that the Borrower may not be merged or
consolidated with or into any Subsidiary.


                                   SECTION 10
                                EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) The Borrower shall fail to pay any principal of any Loan when
due in accordance with the terms thereof or hereof; or the Borrower shall fail
to pay any interest on any Loan, or any fee or other amount payable hereunder,
within five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

            (b) Any representation or warranty made or deemed made by the
Borrower herein or in any other Loan Document or which is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement shall prove to have been
incorrect in any material respect on or as of the date made or deemed made; or

            (c) (i) The Borrower shall default in the observance or performance
of any covenant contained in subsections 8.4(b), 8.7(a) or in Section 9; or the
Borrower shall default in the observance or performance of any other agreement
contained in this Agreement (other than as provided above in this Section), and
such default described in this clause (ii) shall continue unremedied for a
period of 30 days; or

            (d) The Borrower or any of its Subsidiaries shall: (i) default in
any payment of principal of or interest of any Indebtedness (other than the
Loans) or in the payment of any Guarantee Obligation, beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness or Guarantee Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of

                                       41
<PAGE>

notice if required, such Indebtedness to become due prior to its stated maturity
or such Guarantee Obligation to become payable; provided, however, that no
Default or Event of Default shall exist under this paragraph unless the
aggregate amount of Indebtedness and/or Guarantee Obligations in respect of
which any default or other event or condition referred to in this paragraph
shall have occurred shall be equal to at least $100,000,000; or

            (e) (i) The Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any of its Subsidiaries any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against the Borrower or any of its Subsidiaries any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from
the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take
any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Borrower or any of its Subsidiaries shall generally not or shall
admit in writing its inability to, pay its debts as they become due; or

            (f) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is
likely to result in the termination of such Plan for purposes of Title IV of
ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) the Borrower or any Commonly Controlled Entity shall incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or (vi) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (vi) above, such event or condition, together with all other such events
or conditions, if any, could reasonably be expected to have a Material Adverse
Effect; or

            (g) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability (not
paid or in excess of the amount recoverable by insurance) of $100,000,000 (net
of any related tax benefit) or more, and all such

                                       42
<PAGE>

judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 60 days from the entry thereof; or

            (h) (i) Any Person or "group" (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) (A) shall have
acquired beneficial ownership of 30% or more of any outstanding class of Capital
Stock having ordinary voting power in the election of directors of the Borrower
(other than Peter M. Nicholas and John E. Abele or any of their affiliated trust
holdings) or (B) shall obtain the power (whether or not exercised) to elect a
majority of the Borrower's directors; or (ii) the Board of Directors of the
Borrower shall not consist of a majority of Continuing Directors; "Continuing
Directors" shall mean the directors of the Borrower on the Closing Date and each
other director, if such other director's nomination for election to the Board of
Directors of the Borrower is recommended by a majority of the then Continuing
Directors;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (e) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the
following actions may be taken: (i) with the consent of the Majority Lenders,
the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Majority Lenders, the Administrative Agent may,
or upon the request of the Majority Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents to be due and payable forthwith, whereupon the same shall immediately
become due and payable.


                                   SECTION 11
                                   THE AGENTS

            11.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            11.2 DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The

                                       43
<PAGE>

Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys in-fact selected by it with reasonable care.

            11.3 EXCULPATORY PROVISIONS. Neither any Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by such Agent under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. No Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower.

            11.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the
Majority Lenders, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

            11.5 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or

                                       44
<PAGE>

refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

            11.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

            11.7 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (or sub-agent), in its capacity, and any Related Party
acting for the Administrative Agent (or any sub-agent) in connection with such
capacity (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
(or, if indemnification is sought after the date upon which the Commitments
shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative Agent (or any sub-agent) or such Related Party in any
way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent (or any sub-agent) or such Related Party
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements which are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of the Administrative Agent (or sub-agent) or any Related Party
acting for the Administrative

                                       45
<PAGE>

Agent (or any sub-agent) in connection with such capacity. The agreements in
this subsection shall survive the payment of the Loans and all other amounts
payable hereunder.

            11.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made by it, the Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

            11.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Borrower), shall succeed to the rights,
powers and duties of the Administrative Agent hereunder. Effective upon such
appointment and approval, the term "Administrative Agent" shall mean such
successor agent, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 11
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.

            11.10 THE ARRANGERS, THE BOOKRUNNERS, THE SYNDICATION AGENTS AND THE
DOCUMENTATION AGENTS. None of the Arrangers, the Bookrunners, the Syndication
Agents or the Documentation Agents shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Arrangers, the Bookrunners, the Syndication Agents or the Documentation Agents
shall have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on the Arrangers,
the Bookrunners, the Syndication Agents or the Documentation Agents in deciding
to enter into this Agreement or in taking or not taking any action hereunder.


                                   SECTION 12
                            [INTENTIONALLY OMITTED].


                                   SECTION 13
                                  MISCELLANEOUS

            13.1 AMENDMENTS AND WAIVERS. Neither this Agreement nor any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. The
Majority Lenders may, or, with the written consent of the Majority Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
written amendments, supplements or modifications hereto and to

                                       46
<PAGE>

the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Majority Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce the amount or extend the scheduled
date of maturity of any Loan, or reduce the stated rate or amount of any
interest or fee payable hereunder or extend the scheduled date of any payment
thereof or increase the amount or extend the expiration date of any Lender's
Commitment or modify the pro rata distribution of payments, proceeds or fees
payable to the Lenders, in each case without the consent of each Lender affected
thereby, or (ii) amend, modify or waive any provision of this subsection or
reduce the percentages specified in the definition of Majority Lenders, or
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents, in each case
without the written consent of all the Lenders, or (iii) amend, modify or waive
any provision of Section 11 without the written consent of the then
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Administrative Agent and all future holders
of the Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

13.2 NOTICES. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile
transmission) and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) in the case of delivery by hand, when
delivered, (b) in the case of delivery by mail, three days after being deposited
in the mails, postage prepaid, or (c) in the case of delivery by facsimile
transmission, when sent and receipt has been confirmed, addressed as follows in
the case of the Borrower and the Administrative Agent, and as set forth in
Schedule I in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto:

            The Borrower:

                        Boston Scientific Corporation
                        One Boston Scientific Place
                        Natick, Massachusetts 01760
                        Attention: Lawrence C. Best
                        Senior Vice President, Finance & Administration
                        and Chief Financial Officer
                        Fax: 508-650-8951

                                       47
<PAGE>

            with a copy to:

                        Paul Sandman
                        Senior Vice President, General Counsel
                        Fax: 508-650-8960

            The Administrative Agent:

                        JPMorgan Chase Bank
                        Loan & Agency Services Group
                        1111 Fannin, Floor 10
                        Houston, Texas 77002
                        Attention: Vikki Toler/Jennifer Anyigbo
                        Fax: (713) 750-2949/2782

            with a copy to:

                        JPMorgan Chase Bank
                        270 Park Avenue
                        New York, New York 10017
                        Attention: Dawn Lee Lum
                        Fax: 212-270-5100

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.6, 2.9 or 3.2 shall not be
effective until received.

            13.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

            13.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

            13.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the

                                       48
<PAGE>

enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any such other documents, including, without limitation, the fees
and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent,
provided, that in connection with any workout or restructuring, the Borrower
shall pay the fees and disbursements of one counsel for the Administrative Agent
and the Lenders pursuant to this clause (b), (c) to pay, indemnify, and hold
each Lender and the Administrative Agent and each of their affiliates and their
respective officer, directors, employees, agents and advisors (each, an
"indemnified party") harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each indemnified party harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and such other
documents including, without limitation, any of the foregoing relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Borrower, any of its Subsidiaries or any of
the Properties (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided that the Borrower shall have no obligation
hereunder to any indemnified party with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of such indemnified
party determined in a court of competent jurisdiction in a final non-appealable
judgment. The agreements in this subsection shall survive repayment of the Loans
and all other amounts payable hereunder.

            13.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent and their respective successors and
assigns, except that no Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

            (b) Any Lender, other than a Conduit Lender, may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Loan Document except

                                       49
<PAGE>

for those specified in clauses (i) and (ii) of the proviso to subsection
13.1(a). The Borrower agrees that if amounts outstanding under this Agreement
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall, to
the maximum extent permitted by applicable law, be deemed to have the right of
setoff in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in subsection
13.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that
each Participant shall be entitled to the benefits of subsections 3.9, 3.10 and
3.11 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it was a Lender; provided that, in the case
of subsection 3.10, such Participant shall have complied with the requirements
of said subsection and provided, further, that no Participant shall be entitled
to receive any greater amount pursuant to any such subsection than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

            (c) Any Lender, other than a Conduit Lender, may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time and from time to time, assign to any Lender or any Lender Affiliate
with the consent (in each case, not to be unreasonably withheld) of the
Administrative Agent and, except for assignments to any Lender or Lender
Affiliate of comparable credit worthiness, the Borrower, or with the consent of
the Borrower (unless a Default or an Event of Default shall have occurred and be
continuing), the Administrative Agent (which in each case shall not be
unreasonably withheld), to an additional bank, financial institution, or other
entity (an "Assignee") all or any part of its rights and obligations under this
Agreement and the other Loan Documents pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit H, executed by such Assignee, such
assigning Lender (and, in the case of an Assignee that is not then a Lender or a
Lender Affiliate of comparable credit worthiness, by the Borrower, the
Administrative Agent, and in the case of an Assignee that is a Lender or a
Lender Affiliate, by the Administrative Agent) and delivered to the
Administrative Agent for its acceptance and recording in the Register, provided
that, in the case of any such assignment to an additional bank, financial
institution or other entity, the sum of the aggregate principal amount of the
Loans and the aggregate amount of the unused Commitment being assigned shall be
not less than $5,000,000 and, if such assignment is of less than all of the
rights and obligations of the assigning Lender, the sum of the aggregate
principal amount of the Revolving Credit Loans and the aggregate amount of the
unused Commitment remaining with the assigning Lender shall be not less than
$10,000,000 (or such lesser amount as may be agreed to by the Borrower and the
Administrative Agent). Upon such execution, delivery, acceptance and recording,
from and after the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with Commitments as set forth therein, and (y)
the assigning Lender thereunder shall, to the extent provided in such Assignment
and Acceptance, be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Lender's rights and obligations under this Agreement, such
assigning Lender shall cease to be a party hereto). Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating Lender
hereunder without the consent of the

                                       50
<PAGE>

Borrower or the Administrative Agent any or all of the Loans it may have funded
hereunder and pursuant to its designation agreement and without regard to the
limitations set forth in the first sentence of this subsection 13.6(c).

            (d) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in subsection
13.2, a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amount of the Loans owing to, each Lender
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Administrative Agent and the
Lenders may (and, in the case of any Loan or other obligation hereunder not
evidenced by a Note, shall) treat each Person whose name is recorded in the
Register as the owner of a Loan or other obligation hereunder as the owner
thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary. Any assignment of any Loan or other
obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the Register. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or a Lender Affiliate, by the Borrower (if required) and the
Administrative Agent) together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the effective date
determined pursuant thereto record the information contained therein in the
Register and give notice of such acceptance and recordation to the Lenders and
the Borrower.

            (f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to the provisions of subsection 13.14, any and all financial information
in such Lender's possession concerning the Borrower and its Affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of such Borrower and
its Affiliates prior to becoming a party to this Agreement.

            (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

            13.7 ADJUSTMENTS; SET-OFF. (a) If any Lender (a "benefited Lender")
shall at any time receive any payment of all or part of its Loans then due and
owing, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in subsection 10(e), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender (other than to the extent expressly provided herein), if any, in respect
of such other Lender's Loans then due and

                                       51
<PAGE>

owing, or interest thereon, such benefited Lender shall purchase for cash from
the other Lenders a participating interest in such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefited Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any Affiliate, branch or agency thereof to or
for the credit or the account of the Borrower. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

            13.8 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            13.9 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            13.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

            13.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            13.12 SUBMISSION TO JURISDICTION; WAIVERS. The Borrower hereby
irrevocably and unconditionally:

                                       52
<PAGE>

            (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

            (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in subsection 13.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

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

            13.13 ACKNOWLEDGEMENTS. The Borrower hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agent and Lenders, on the one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

            13.14 CONFIDENTIALITY. Each Lender agrees to keep confidential any
written or oral information (a) provided to it by or on behalf of the Borrower
or any of its Subsidiaries pursuant to or in connection with this Agreement or
(b) obtained by such Lender based on a review of the books and records of the
Borrower or any of its Subsidiaries; provided that nothing herein shall prevent
any Lender from disclosing any such information (i) to the Administrative Agent
or any Lender, (ii) to any Transferee or prospective Transferee which receives
such information having been made aware of the confidential nature thereof and
having agreed to abide by the provisions of this subsection 13.14, (iii) to its
employees, directors, agents, attorneys, accountants and other professional
advisors, and to employees and officers of its Affiliates who agree to be bound
by the provisions of this subsection 13.14 and who have a need for such
information in connection

                                       53
<PAGE>

with this Agreement or other transactions or proposed transactions with the
Borrower, (iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender, (v) in response to any order of any court or
other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) subject to an agreement to comply with the provisions
of this subsection, to any actual or prospective counter-party (or its advisors)
to any Hedge Agreement, (vii) which has been publicly disclosed other than in
breach of this Agreement, or (viii) in connection with the exercise of any
remedy hereunder.

            13.15 [INTENTIONALLY OMITTED].

            13.16 [INTENTIONALLY OMITTED].

            13.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            13.18 USA PATRIOT ACT NOTICE. Each Lender and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Patriot Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Patriot Act.



                                       54
<PAGE>

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



                                    BOSTON SCIENTIFIC CORPORATION

                                    By: _________________________________
                                    Name:
                                    Title:


                                    JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    BANK OF AMERICA, N.A.,
                                    as Syndication Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Syndication Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:



<PAGE>


                                    ABN AMRO BANK N.V.,
                                    as Documentation Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:

                                    By: _________________________________
                                    Name:
                                    Title:


                                    CITICORP USA, INC.,
                                    as Documentation Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    DEUTSCHE BANK AG NEW YORK BRANCH,
                                    as Documentation Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:

                                    By: _________________________________
                                    Name:
                                    Title:


                                    SUMITOMO MITSUI BANKING CORPORATION,
                                    as Documentation Agent and as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


<PAGE>

                                    THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK
                                    BRANCH, as Documentation Agent and as a
                                    Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    MERRILL LYNCH BANK USA,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    BNP PARIBAS,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    By: _________________________________
                                    Name:
                                    Title:


                                    ALLIED IRISH BANKS PLC,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    CITIZENS BANK OF MASSACHUSETTS,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:

<PAGE>

                                    STANDARD CHARTERED BANK,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW
                                    YORK BRANCH, as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    KEYBANK NATIONAL ASSOCIATION,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    MIZUHO CORPORATE BANK, LTD.,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    MELLON BANK, N.A.,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    BANCA INTESA, NEW YORK BRANCH,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:

<PAGE>

                                    THE BANK OF NEW YORK,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    U.S. BANK, NATIONAL ASSOCIATION,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    SVENSKA HANDELSBANKEN AB,
                                    as a Lender

                                    By: _________________________________
                                    Name:
                                    Title:


                                    By: _________________________________
                                    Name:
                                    Title: