EXHIBIT 10.2
                                                                    ------------
================================================================================

                                     FORM OF

                                 $1,500,000,000

                      MULTI-YEAR 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-MITSUBISHI 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
                                                                            PAGE

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

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

      1.2      Other Definitional Provisions..................................21


SECTION 2      AMOUNT AND TERMS OF COMMITMENTS................................21

      2.1      Revolving Credit Commitments...................................21

      2.2      Procedure for Revolving Credit Borrowing.......................22

      2.3      Swingline Commitment...........................................22

      2.4      Procedure for Swingline Borrowing;
               Refunding of Swingline Loans...................................23

      2.5      Facility Fee...................................................24

      2.6      Termination or Reduction of Commitments........................24

      2.7      Repayment of Revolving Credit Loans............................25

      2.8      CAF Advances...................................................25

      2.9      Procedure for CAF Advance Borrowing............................25

      2.10     Repayment of CAF Advances......................................28

      2.11     Certain Restrictions with Respect to CAF Advances..............28

      2.12     Multicurrency Commitments......................................28

      2.13     Repayment of Multicurrency Loans...............................29

      2.14     Procedure for Multicurrency Borrowing..........................29

      2.15     Termination or Reduction of Multicurrency Commitments..........29

      2.16     Borrowings of Revolving Credit Loans and Refunding of Loans....30

      2.17     [Intentionally omitted]........................................31


SECTION 3      CERTAIN PROVISIONS APPLICABLE TO THE LOANS.....................32

      3.1      Optional and Mandatory Prepayments.............................32

      3.2      Conversion and Continuation Options............................33

      3.3      Minimum Amounts and Maximum Number of Tranches.................33

      3.4      Interest Rates and Payment Dates...............................34

      3.5      Computation of Interest and Fees...............................34

      3.6      Inability to Determine Interest Rate...........................35

      3.7      Pro Rata Treatment and Payments................................35

      3.8      Illegality.....................................................37

      3.9      Requirements of Law............................................37


                                        i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


      3.10     Taxes..........................................................39

      3.11     Indemnity......................................................40

      3.12     Change of Lending Office; Removal of Lender....................41

      3.13     Evidence of Debt...............................................41


SECTION 4      LOCAL CURRENCY FACILITIES......................................42

      4.1      Terms of Local Currency Facilities.............................42

      4.2      Reporting of Local Currency Outstandings.......................43


SECTION 5      LETTERS OF CREDIT..............................................44

      5.1      L/C Commitment.................................................44

      5.2      Procedure for Issuance of Letter of Credit.....................44

      5.3      Fees and Other Charges.........................................45

      5.4      L/C Participations.............................................45

      5.5      Reimbursement Obligation of the Borrower.......................46

      5.6      Obligations Absolute...........................................46

      5.7      Letter of Credit Payments......................................47

      5.8      Applications...................................................47

      5.9      Reimbursement Obligations for Certain Letters of Credit
               Denominated in Currencies Other Than Dollars...................47


SECTION 6      REPRESENTATIONS AND WARRANTIES.................................48

      6.1      Financial Condition............................................48

      6.2      No Change......................................................48

      6.3      Corporate Existence; Compliance with Law.......................48

      6.4      Corporate Power; Consents and Authorization;
               Enforceable Obligations........................................49

      6.5      No Legal Bar...................................................49

      6.6      No Material Litigation.........................................49

      6.7      No Default.....................................................49

      6.8      Intellectual Property..........................................50

      6.9      Taxes..........................................................50

      6.10     Federal Regulations............................................50

      6.11     ERISA..........................................................50


                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


      6.12     Investment Company Act; Other Regulations......................51

      6.13     Purpose of Loans...............................................51

      6.14     Environmental Matters..........................................51

      6.15     Disclosure.....................................................52


SECTION 7      CONDITIONS PRECEDENT...........................................52

      7.1      Conditions to Initial Loans and Letters of Credit..............52

      7.2      Conditions to Each Loan and Letter of Credit...................53


SECTION 8      AFFIRMATIVE COVENANTS..........................................54

      8.1      Financial Statements...........................................54

      8.2      Certificates; Other Information................................55

      8.3      Payment of Obligations.........................................55

      8.4      Conduct of Business and Maintenance of Existence...............55

      8.5      Maintenance of Property; Insurance.............................55

      8.6      Inspection of Property; Books and Records; Discussions.........55

      8.7      Notices........................................................56


SECTION 9      NEGATIVE COVENANTS.............................................56

      9.1      Financial Covenant.............................................56

      9.2      Limitation on Liens............................................56

      9.3      Limitation on Indebtedness.....................................57

      9.4      Limitation on Fundamental Changes..............................58


SECTION 10     EVENTS OF DEFAULT..............................................58


SECTION 11     THE AGENTS.....................................................61

      11.1     Appointment....................................................61

      11.2     Delegation of Duties...........................................61

      11.3     Exculpatory Provisions.........................................62

      11.4     Reliance by Administrative Agent...............................62

      11.5     Notice of Default..............................................62

      11.6     Non-Reliance on Administrative Agent and Other Lenders.........63

      11.7     Indemnification................................................63

      11.8     Administrative Agent in Its Individual Capacity................64


                                       iii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)


      11.9     Successor Administrative Agent.................................64

      11.10    The Arrangers, the Bookrunners, the Syndication Agents
               and the Documentation Agents...................................64


SECTION 12     GUARANTEE......................................................64

      12.1     Guarantee......................................................64

      12.2     No Subrogation.................................................65

      12.3     Amendments, etc with respect to the Obligations;
               Waiver of Rights...............................................65

      12.4     Guarantee Absolute and Unconditional...........................66

      12.5     Reinstatement..................................................67

      12.6     Payments.......................................................67

      12.7     "Lenders"......................................................67


SECTION 13     MISCELLANEOUS..................................................68

      13.1     Amendments and Waivers.........................................68

      13.2     Notices........................................................69

      13.3     No Waiver; Cumulative Remedies.................................70

      13.4     Survival of Representations and Warranties.....................70

      13.5     Payment of Expenses and Taxes..................................70

      13.6     Successors and Assigns; Participations and Assignments.........71

      13.7     Adjustments; Set-off...........................................73

      13.8     Counterparts...................................................74

      13.9     Severability...................................................74

      13.10    Integration....................................................74

      13.11    GOVERNING LAW..................................................74

      13.12    Submission To Jurisdiction; Waivers............................74

      13.13    Acknowledgements...............................................75

      13.14    Confidentiality................................................75

      13.15    Loan Conversion/Participations.................................76

      13.16    Judgment.......................................................77

      13.17    WAIVERS OF JURY TRIAL..........................................77

      13.18    USA Patriot Act Notice.........................................77


                                       iv
<PAGE>

SCHEDULES

Schedule I            Names, Addresses and Commitments of Lenders
Schedule II           Information Concerning Local Currency Loans
Schedule 5.1          Existing Letters of Credit
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 Local Currency Facility Addendum
Exhibit J             Form of Exemption Certificate
















                                        v
<PAGE>

         MULTI-YEAR 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, 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
August 15, 2001 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Existing Multi-Year Credit Facility");

         WHEREAS, the Borrower has requested that the Lenders make available a
five-year credit facility as described herein to replace the Existing Multi-Year
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 a five-year 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
office in New York City (the Prime Rate not being intended to be the lowest rate
of interest
<PAGE>

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 and Swingline Loans bearing
interest based upon the ABR.

         "Adjusted Aggregate Committed Outstandings": with respect to each
Lender, the Aggregate Committed Outstandings of such Lender, plus the amount of
any participating interests purchased by such Lender pursuant to subsection
13.15, minus the amount of any participating interests sold by such Lender
pursuant to subsection 13.15.

         "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.

                                        2
<PAGE>

         "Aggregate Available Multicurrency Commitments": as at any date of
determination with respect to all Multicurrency Lenders, an amount in Dollars
equal to the sum of the Available Multicurrency Commitments of all Multicurrency
Lenders on such date.

         "Aggregate Available Revolving Credit Commitments": as at any date of
determination with respect to all Lenders, an amount in Dollars equal to the sum
of the Available Revolving Credit Commitments of all Lenders on such date.

         "Aggregate Committed Outstandings": as at any date of determination
with respect to any Lender, an amount in Dollars equal to the sum of (a) the
Aggregate Revolving Credit Outstandings of such Lender on such date, (b) the
Dollar Equivalent of the Aggregate Multicurrency Outstandings of such Lender on
such date, and (c) the Dollar Equivalent of the Aggregate Local Currency
Outstandings of such Lender on such date.

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

         "Aggregate Multicurrency Outstandings": as at any date of determination
with respect to any Lender, an amount in the applicable Available Foreign
Currencies equal to the aggregate unpaid principal amount of such Lender's
Multicurrency Loans.

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

         "Aggregate Revolving Credit Outstandings": as at any date of
determination with respect to any Lender, an amount in Dollars equal to the sum
of (a) the aggregate unpaid principal amount of such Lender's Revolving Credit
Loans on such date plus (b) such Lender's Revolving Credit Commitment Percentage
of (i) the aggregate outstanding principal of Swingline Loans and (ii) the L/C
Obligations.

         "Aggregate Total Outstandings": as at any date of determination with
respect to any Lender, an amount in Dollars equal to the sum of (a) the
Aggregate Revolving Credit Outstandings of such Lender on such date, (b) the
Dollar Equivalent of the aggregate unpaid principal amount of such Lender's CAF
Advances on such date, (c) the Dollar Equivalent of the Aggregate Multicurrency
Outstandings of such Lender on such date and (d) the Dollar Equivalent of the
Aggregate Local Currency Outstandings of such Lender on such date.

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

         "Agreement Currency": as defined in subsection 13.16(b).

                                        3
<PAGE>

         "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:

<TABLE><CAPTION>
Any Date Other than an Excess
     Utilization Day                                           Excess Utilization Day
     ---------------                                           ----------------------
                  Eurodollar Loans/                       Eurodollar Loans/
Rating           Multicurrency Loans      ABR Loans      Multicurrency Loans      ABR Loans
----------       -------------------      ---------      -------------------      ---------
<S>              <C>                      <C>            <C>                      <C>
Rating I                .140%                 0%                .265%                 0%
Rating II               .170%                 0%                .295%                 0%
Rating III              .285%                 0%                .410%                 0%
Rating IV               .425%                 0%                .550%                 0%
Rating V                .500%                 0%                .625%                 0%
Rating VI               .775%                 0%                .900%                 0%
</TABLE>


         "Application": an application, in such form as the Issuing Lender may
specify from time to time, requesting the Issuing Lender to issue a Letter of
Credit.

         "Arrangers": as defined in the preamble hereto.

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

         "Available Foreign Currencies": euro, Japanese Yen, Australian Dollar,
Canadian Dollar, Pound Sterling, Singapore Dollar, Swiss Franc and any other
available and freely convertible non-Dollar currency selected by the Borrower
and approved by the Administrative Agent and the Multicurrency Lenders.

         "Available Multicurrency Commitment": as at any date of determination
with respect to any Multicurrency Lender (after giving effect to the making and
payment of any Revolving Credit Loans required to be made on such date pursuant
to subsection 2.16), an amount in Dollars equal to the lesser of (a) the excess,
if any, of (i) the amount of such Multicurrency Lender's Multicurrency
Commitment in effect on such date over (ii) the Dollar Equivalent of the
Aggregate Multicurrency Outstandings of such Multicurrency Lender on such date,
and (b) the excess, if any, of (i) the amount of such Lender's Revolving Credit
Commitment in effect on such date over (ii) the Aggregate Committed Outstandings
of such Lender on such date.

         "Available Revolving Credit Commitment": as at any date of
determination with respect to any Lender (after giving effect to the making and
payment of any Revolving Credit Loans required to be made on such date pursuant
to subsection 2.16), an amount in Dollars equal to the excess, if any, of (a)
the amount of such Lender's Revolving Credit Commitment in effect on such date
over (b) the Aggregate Committed Outstandings of such Lender on such date.

         "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.

                                        4
<PAGE>

         "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, 2.9 or 2.14 as a date on which the Borrower requests the Lenders
to make Loans hereunder or, with respect to Local Currency Loans, the date on
which a Foreign Subsidiary Borrower requests Local Currency Lenders to make
Local Currency Loans to such Foreign Subsidiary Borrower pursuant to the Local
Currency Facility to which such Foreign Subsidiary Borrower and Local Currency
Lenders are parties.

         "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 Eurocurrency Base Rate is determined under this Agreement for
any Loan denominated in euro for any Interest Period therefor and for purposes
of determining the first and last day of any such Interest Period, references in
this Agreement to Business Days shall be deemed to be references to Target
Operating Days.

         "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

                                        5
<PAGE>

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.

         "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 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.

         "Commitments": the collective reference to the Revolving Credit
Commitments, Multicurrency Commitments, Swingline Commitments and L/C
Commitments.

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

         "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

                                        6
<PAGE>

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 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.

                                        7
<PAGE>

         "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.

         "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.

         "Conversion Date": any date on which either (a) an Event of Default
under subsection 10(e) has occurred or (b) the Commitments shall have been
terminated and/or the Loans shall have been declared immediately due and payable
pursuant to Section 10.

         "Conversion Sharing Percentage": on any date with respect to any Lender
and any Loans of such Lender outstanding in any currency other than Dollars, the
percentage of such Loans such that, after giving effect to the conversion of
such Loans to Dollars and the purchase and sale by such Lender of participating
interests as contemplated by subsection 13.15, the Committed Outstandings
Percentage of such Lender will equal such Lender's Revolving Credit Commitment
Percentage on such date (calculated immediately prior to giving effect to any
termination or expiration of the Commitments on the Conversion Date).

         "Converted Loans: as defined in subsection 13.15(a).

         "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.

         "Dollar Equivalent": with respect to an amount denominated in any
currency other than Dollars, the equivalent in Dollars of such amount determined
at the Exchange Rate on the date of determination of such equivalent. In making
any determination of the Dollar Equivalent for purposes of calculating the
amount of Loans to be borrowed from the respective Lenders on any Borrowing
Date, the Administrative Agent shall use the relevant Exchange Rate in effect on
the date on which the interest rate for such Loans is determined pursuant to the
provisions of this Agreement and the other Loan Documents.

         "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

                                        8
<PAGE>

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.

         "euro": the single currency of participating member states of the
European Union.

         "Eurocurrency Base Rate": (a) with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, or a Multicurrency Loan or CAF
Advance denominated in any currency other than Pounds Sterling, the rate per
annum determined by the Administrative Agent to be the offered rate for deposits
in the applicable currency 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 any
such currency does not appear on a Telerate Page, "Eurocurrency Base Rate" shall
mean, with respect to each day during each Interest Period pertaining to a Loan
denominated in such currency, 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 deposits in such currency 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; and (b) with respect to each
day during each Interest Period pertaining to a Multicurrency Loan or CAF
Advance denominated in Pounds Sterling, 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 deposits in Pounds Sterling at or about 11:00
A.M., London time, two Business Days prior to the beginning of such Interest
Period in the Paris interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein.

         "Eurocurrency 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%):

                             Eurocurrency Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements


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

                                        9
<PAGE>

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

         "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 Aggregate
Total Outstandings of all Lenders, plus the Total Outstandings under (and as
defined in) the 364-Day Credit Agreement, exceeds 50.0% of the aggregate amount
of the Revolving Credit Commitments hereunder and the Commitments under (and as
defined in) the 364-Day Credit Agreement (or, in each case, with respect to any
day after termination of such Revolving Credit Commitments and Commitments,
50.0% of the aggregate amount of the Revolving Credit Commitments hereunder and
Commitments under (and as defined in) the 364-Day Credit Facility in effect on
the date immediately prior to the date on which such Revolving Credit
Commitments and Commitments terminated).

         "Exchange Rate": with respect to any non-Dollar currency on any date,
the rate at which such currency may be exchanged into Dollars, as set forth on
such date on the relevant Reuters currency page at or about 11:00 A.M., London
time, on such date. In the event that such rate does not appear on any Reuters
currency page, the "Exchange Rate" with respect to such non-Dollar currency
shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and
the Borrower or, in the absence of such agreement, such "Exchange Rate" shall
instead be the Administrative Agent's spot rate of exchange in the interbank
market where its foreign currency exchange operations in respect of such non-
Dollar currency are then being conducted, at or about 10:00 A.M., local time, on
such date for the purchase of Dollars with such non-Dollar currency, for
delivery two Business Days later; provided, that if at the time of any such
determination, no such spot rate can reasonably be quoted, the Administrative
Agent may use any reasonable method as it deems applicable to determine such
rate, and such determination shall be conclusive absent manifest error.

         "Existing 364-Day Credit Facility": the 364-Day Revolving Credit
Agreement dated as of May 30, 2003, as amended, among the Borrower, the lenders
parties thereto, JPMorgan Chase Bank, as administrative agent, and others,
providing for a $600,000,000 revolving credit and competitive advance facility.

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

         "Existing Letters of Credit": letters of credit issued under the
Existing Credit Facilities, as set forth in Schedule 5.1 attached hereto.

         "Existing Multi-Year Credit Facility": as defined in the recitals
hereto.

                                       10
<PAGE>

         "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                     .060%
                              Rating II                    .080%
                              Rating III                   .090%
                              Rating IV                    .125%
                              Rating V                     .175%
                              Rating VI                    .225%

         "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.

         "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 Eurocurrency Rate plus (or minus) a margin).

         "Foreign Subsidiary Borrower": each Subsidiary of the Borrower
organized under the laws of a jurisdiction outside the United States that the
Borrower designates as a "Foreign Subsidiary Borrower" in a Local Currency
Facility Addendum.

         "Funding Commitment Percentage": as at any date of determination (after
giving effect to the making and payment of any Loans made on such date pursuant
to subsection 2.16), with respect to any Lender, that percentage which the
Available Revolving Credit Commitment of such Lender then constitutes of the
Aggregate Available Revolving Credit Commitments.

         "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")

                                       11
<PAGE>

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.

         "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.

                                       12
<PAGE>

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 or
Multicurrency Loan having an Interest Period of three months or less, the last
day of such Interest Period, and (c) as to any Eurodollar Loan or Multicurrency
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.

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

                  (i) initially, the period commencing on the Borrowing Date or
         conversion date, as the case may be, with respect to such Eurodollar
         Loan or Multicurrency 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 or
         Multicurrency 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

                                       13
<PAGE>

         (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.

         "Issuing Lender": JPMorgan Chase Bank, in its capacity as issuer of any
Letter of Credit.

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

         "Judgment Currency": as defined in subsection 13.16(b).

         "L/C Commitment": $600,000,000.

         "L/C Fee Payment Date": the last day of each March, June, September and
December and the last day of the Commitment Period.

         "L/C Obligations": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit that
have not then been reimbursed pursuant to subsection 5.5.

         "L/C Participants": the collective reference to all the Lenders other
than the Issuing Lender.

         "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.

         "Letters of Credit": as defined in subsection 5.1(a).

         "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
Eurocurrency 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,

                                       14
<PAGE>

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, CAF Advance, Multicurrency Loan,
Swingline Loan or Local Currency Loan, as the case may be.

         "Loan Documents": this Agreement, any Notes, the Applications and any
document or instrument evidencing or governing any Local Currency Facility.

         "Loans to be Converted": as defined in subsection 13.15(a).

         "Local Currency": any available and freely convertible non-Dollar
currency selected by a Foreign Subsidiary Borrower and approved by the
Administrative Agent.

         "Local Currency Facility": any Qualified Credit Facility that the
Borrower designates as a "Local Currency Facility" pursuant to a Local Currency
Facility Addendum.

         "Local Currency Facility Addendum": a Local Currency Facility Addendum
received by the Administrative Agent, substantially in the form of Exhibit I,
and conforming to the requirements of Section 4.

         "Local Currency Facility Agent": with respect to each Local Currency
Facility, the Local Currency Lender acting as agent for the Local Currency
Lenders parties thereto (and, in the case of any Local Currency Facility to
which only one Lender is a party, such Lender).

         "Local Currency Facility Maximum Borrowing Amount": as defined in
subsection 4.1(b).

         "Local Currency Lender": any Lender (or, if applicable, any Affiliate,
branch or agency thereof) party to a Local Currency Facility.

         "Local Currency Lender Maximum Borrowing Amount": as defined in
subsection 4.1(b).

         "Local Currency Loan": any loan made pursuant to a Local Currency
Facility.

         "London Banking Day": any day on which banks in London are open for
general banking business, including dealings in foreign currency and exchange.

         "Majority Lenders": (a) at any time prior to the termination of the
Revolving Credit Commitments, Lenders, the Revolving Credit Commitment
Percentages of which aggregate more than 50%; and (b) at any time after the
termination of the Revolving Credit Commitments, Lenders whose Aggregate Total
Outstandings aggregate more than 50% of the Aggregate Total Outstandings of all
Lenders; provided that for purposes of this definition, the Aggregate Total
Outstandings of each Lender shall be adjusted upward or downward so as to give
effect to any participations or assignments effected pursuant to subsection
13.15.

         "Majority Multicurrency Lenders": at any time, Multicurrency Lenders
the Multicurrency Commitment Percentages of which aggregate more than 50%.

                                       15
<PAGE>

         "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.

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

         "Multicurrency Commitment": as to any Multicurrency Lender at any time,
its obligation to make Multicurrency Loans to the Borrower in an aggregate
amount in Available Foreign Currencies the Dollar Equivalent of which does not
exceed at any time outstanding the amount set forth opposite such Multicurrency
Lender's name in Schedule I under the heading "Multicurrency Commitment", as
such amount may be reduced from time to time as provided in subsection 2.15 and
the other applicable provisions hereof.

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

         "Multicurrency Lender": each Lender having an amount greater than zero
set forth opposite such Lender's name in Schedule I under the heading
"Multicurrency Commitment."

         "Multicurrency Loans": as defined in subsection 2.12.

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

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

         "Non-Multicurrency Lender": each Lender which is not a Multicurrency
Lender.

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

         "Notice of Local Currency Outstandings": with respect to each Local
Currency Facility Agreement, a notice from the relevant Local Currency Facility
Agent containing the information, delivered to the Administrative Agent and any
other Person, in the manner and by the time, specified for a Notice of Local
Currency Outstandings in Schedule II.

                                       16
<PAGE>

         "Notice of Multicurrency Loan Borrowing": with respect to a
Multicurrency Loan, a notice from the Borrower containing the information in
respect of such Loan, delivered to the Administrative Agent and any other
Person, in the manner and by the time, specified for a Notice of Multicurrency
Loan Borrowing in respect of the currency of such Loan in Schedule II.

         "Notice of Multicurrency Loan Continuation": with respect to a
Multicurrency Loan, a notice from the Borrower containing the information in
respect of such Loan, delivered to the Person, in the manner and by the time,
specified for a Notice of Multicurrency Loan Continuation in respect of the
currency of such Loan in Schedule II.

         "Obligations": collectively, the unpaid principal of and interest on
the Loans and all other obligations and liabilities of each Foreign Subsidiary
Borrower under this Agreement and any Local Currency Facility and other Loan
Documents to which it is a party (including, without limitation, interest
accruing at the then applicable rate provided in this Agreement or any other
applicable Loan Document after the maturity of the Loans and interest accruing
at the then applicable rate provided in this Agreement or any other applicable
Loan Document after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
such Foreign Subsidiary Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, the Notes, the other Loan Documents, Hedge Agreements entered into
with Lenders or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Administrative Agent or
to the Lenders that are required to be paid by any Foreign Subsidiary Borrower
pursuant to the terms of this Agreement or any other Loan Document).

         "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.

         "Qualified Credit Facility": a credit facility (a) providing for one or
more Local Currency Lenders to make unsecured loans denominated in a Local
Currency to a Foreign Subsidiary

                                       17
<PAGE>

Borrower, (b) providing for such loans to bear interest at a rate or rates
determined by the Borrower and such Local Currency Lender or Local Currency
Lenders and (c) otherwise conforming to the requirements of Section 4.

         "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.

         "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             greater than
                           or equal to A+           or equal to A1

         Rating II         A                        A2

         Rating III        A-                       A3

         Rating IV         BBB+                     Baa1

         Rating V          BBB                      Baa2

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

                                       18
<PAGE>

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

         "Refunded Swingline Loans": as defined in subsection 2.4(b).

         "Refunding Date": as defined in subsection 2.4(c).

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

         "Reimbursement Obligation": the obligation of the Borrower to reimburse
the Issuing Lender pursuant to subsection 5.5(a) for amounts drawn under Letters
of Credit.

         "Related Parties": with respect to any Person, such Person's Affiliates
and partners, 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.

         "Requested Local Currency Loans": as defined in subsection 2.16(b).

         "Requested Multicurrency Loans": as defined in subsection 2.16(a).

         "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.

                                       19
<PAGE>

         "Revolving Credit 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 "Revolving Credit
Commitment," as such amount may be reduced or increased from time to time in
accordance with the provisions of this Agreement.

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

         "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 Revolving Credit 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.

         "Swingline Commitment": the obligation of the Swingline Lender to make
Swingline Loans pursuant to subsection 2.3 in an aggregate principal amount at
any one time outstanding not to exceed $100,000,000.

         "Swingline Lender": JPMorgan Chase Bank, in its capacity as the lender
of Swingline Loans.

         "Swingline Loans": as defined in subsection 2.3. Swingline Loans will
only be made available in Dollars.

         "Swingline Participation Amount": as defined in subsection 2.4(c).

                                       20
<PAGE>

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

         "Target Operating Day": any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).

         "Termination Date": May 13, 2009.

         "364-Day Credit Agreement": the 364-Day Revolving Credit Agreement,
dated as of even date herewith, among the Borrower, the lenders party thereto,
the Arrangers, the Administrative Agent and the other parties thereto, as the
same may from time to time be amended, amended and restated, supplemented or
otherwise modified.

         "Tranche": the collective reference to Eurodollar Loans or
Multicurrency 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" or "Multicurrency 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   REVOLVING CREDIT 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) the Available
Revolving Credit Commitment of each Lender is greater

                                       21
<PAGE>

than or equal to zero and (ii) the Aggregate Total Outstandings of all Lenders
do not exceed the Aggregate Revolving Credit Commitments. During the Commitment
Period, the Borrower may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.

         (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 Revolving Credit 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
Revolving Credit Commitments (other than a borrowing under subsections 2.4, 2.16
and 5.5) 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
Available Revolving Credit Commitments 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. Except as otherwise provided in subsection 2.16, 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   SWINGLINE COMMITMENT. (a) Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Revolving Credit Commitments from time to
time during the Commitment Period by making swing line loans ("Swingline Loans")
to the Borrower; provided that (i) the aggregate principal amount of Swingline
Loans outstanding at any time shall not exceed the Swingline Commitment then in
effect (notwithstanding that the Swingline Loans outstanding at any time, when
aggregated with the Swingline Lender's other outstanding Revolving Credit Loans,
may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall
not request, and the Swingline Lender shall not make, any Swingline Loan if,
after giving effect to the making of such Swingline Loan, the aggregate amount
of the Available Revolving Credit Commitments of

                                       22
<PAGE>

the Swingline Lender would be less than zero. During the Commitment Period, the
Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline
Loans shall be ABR Loans only.

         (b) The Borrower shall repay all outstanding Swingline Loans on the
Termination Date.

         2.4 PROCEDURE FOR SWINGLINE BORROWING; REFUNDING OF SWINGLINE LOANS.
(a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans
it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice must be received by the Swingline
Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing
Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing
Date (which shall be a Business Day during the Revolving Commitment Period).
Each borrowing under the Swingline Commitment shall be in an amount equal to
$500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00
P.M., New York City time, on the Borrowing Date specified in a notice in respect
of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender. The Administrative Agent shall make the proceeds of such Swingline Loan
available to the Borrower on such Borrowing Date by depositing such proceeds in
the account of the Borrower with the Administrative Agent on such Borrowing Date
in immediately available funds.

         (b) The Swingline Lender, at any time and from time to time in its sole
and absolute discretion may, on behalf of the Borrower (which hereby irrevocably
directs the Swingline Lender to act on its behalf), on one Business Day's notice
given by the Swingline Lender no later than 12:00 Noon, New York City time,
request each Lender (including the Swingline Lender in its capacity as a Lender
having a Revolving Credit Commitment) to make, and each Lender hereby agrees to
make, a Revolving Credit Loan that is an ABR Loan, in an amount equal to such
Lender's Revolving Credit Commitment Percentage of the aggregate amount of the
Swingline Loans (the "Refunded Swingline Loans") outstanding on the date of such
notice, to repay the Swingline Lender. Each Lender shall make the amount of such
Revolving Credit Loan available to the Administrative Agent at the New York
office of the Administrative Agent specified in subsection 13.2 in immediately
available funds, not later than 10:00 A.M., New York City time, one Business Day
after the date of such notice. The proceeds of such Revolving Credit Loans shall
be immediately made available by the Administrative Agent to the Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to
charge the Borrower's accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swingline Loans to the extent amounts received from the Lenders are not
sufficient to repay in full such Refunded Swingline Loans if such deficiency is
not otherwise reimbursed by the Borrower on the Business Day following a written
request for such reimbursement to the Borrower by the Swingline Lender.

         (c) If prior to the time a Revolving Credit Loan would have otherwise
been made pursuant to subsection 2.4(b), one of the events described in
subsection 10(e) shall have occurred and be continuing with respect to the
Borrower or if for any other reason, as determined by the

                                       23
<PAGE>

Swingline Lender in its sole discretion, Revolving Credit Loans may not be made
as contemplated by subsection 2.4(b), each Lender shall, on the date such
Revolving Credit Loan was to have been made pursuant to the notice referred to
in subsection 2.4(b) (the "Refunding Date"), purchase for cash an undivided
participating interest in the then outstanding Swingline Loans by paying to the
Swingline Lender an amount (the "Swingline Participation Amount") equal to (i)
such Lender's Revolving Credit Commitment Percentage times (ii) the sum of the
aggregate principal amount of Swingline Loans then outstanding that were to have
been repaid with such Revolving Loans.

         (d) Whenever, at any time after the Swingline Lender has received from
any Lender such Lender's Swingline Participation Amount, the Swingline Lender
receives any payment on account of the Swingline Loans, the Swingline Lender
will distribute to such Lender its Swingline Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Lender's participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender's pro rata
portion of such payment if such payment is not sufficient to pay the principal
of and interest on all Swingline Loans then due); provided, however, that in the
event that such payment received by the Swingline Lender is required to be
returned, such Lender will return to the Swingline Lender any portion thereof
previously distributed to it by the Swingline Lender.

         (e) Each Lender's obligation to make the Loans referred to in
subsection 2.4(b) and to purchase participating interests pursuant to subsection
2.4(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 7; (iii) any adverse
change in the condition (financial or otherwise) of the Borrower; (iv) any
breach of this Agreement or any other Loan Document by the Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

         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 Revolving Credit 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 and on the Termination Date or such earlier date on which
the Revolving Credit 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 Revolving Credit Commitments or, from time to time, to
reduce the amount of the Revolving Credit 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, either (a)
the Aggregate Available Revolving Credit Commitments would not be greater than
or equal to zero or (b) the Available Revolving Credit Commitments of any Lender
would not be

                                       24
<PAGE>

greater than or equal to zero. Any such reduction shall be in an amount equal to
$5,000,000 or a whole multiple thereof and shall reduce permanently the
Revolving Credit 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 Termination 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 from time to time on any
Business Day during the CAF Advance Availability Period. LIBO Rate CAF Advance
may be denominated in Dollars or any other available and freely-convertible
eurocurrency acceptable to the bidding Lender, and Fixed Rate CAF Advances shall
be denominated in Dollars. CAF Advances may be borrowed in amounts such that the
amount of Aggregate Total Outstandings of all Lenders at any time shall not
exceed the Aggregate Revolving Credit 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 (or, in the case of CAF
Advances to be denominated in a currency other than Dollars, and amount in such
currency the Dollar Equivalent of which is equal to $5,000,000 or $1,000,000, as
the case may be) 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 Eurocurrency 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

                                       25
<PAGE>

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:

                  (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
         Revolving Credit Commitment); and

                  (ii) the margin above or below the applicable Eurocurrency
         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 Revolving
         Credit 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

                                       26
<PAGE>

                  (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 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 or, in the case of CAF Advances to
         be denominated in a currency other than Dollars, an amount in such
         currency the Dollar Equivalent of which is approximately equal to
         $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 (or, in the case of CAF
         Advances to be denominated in a currency other than Dollars, an amount
         in such currency the Dollar Equivalent of which is approximately equal
         to $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 (or,
         in the case of CAF Advances to be denominated in a currency other than
         Dollars, an amount in such currency the Dollar Equivalent of which is
         approximately equal to $5,000,000 or an integral multiple of $1,000,000
         in excess thereof).

                                       27
<PAGE>

         (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 (in
the case of CAF Advances denominated in Dollars) and before the funding time for
the relevant currency from time to time specified by the Administrative Agent by
notice to the Lenders (in the case of CAF Advances denominated in any currency
other than Dollars), each 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 funding office for the
relevant currency specified from time to time by the Administrative Agent by
notice to the Lenders. 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 MULTICURRENCY COMMITMENTS. Subject to the terms and conditions
hereof, each Multicurrency Lender severally agrees to make revolving credit
loans (each, a "Multicurrency Loan") in any Available Foreign Currency to the
Borrower from time to time during the Commitment Period so long as after giving
effect thereto (a) the Available Multicurrency Commitment of each Multicurrency
Lender is greater than or equal to zero, (b) the aggregate outstanding principal
amount of Multicurrency Loans, plus (i) the aggregate outstanding principal
amount of Local Currency Loans and (ii) the aggregate outstanding amount of L/C
Obligations attributable to Letters of Credit denominated in any currency other
than Dollars,

                                       28
<PAGE>

does not exceed an amount the Dollar Equivalent of which is $600,000,000 and (c)
the Aggregate Total Outstandings of all Lenders do not exceed the Aggregate
Revolving Credit Commitments. During the Commitment Period, the Borrower may use
the Multicurrency Commitments by borrowing, repaying the Multicurrency Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. Any Multicurrency Lender may cause its Multicurrency Loans to
be made by any branch, affiliate or international banking facility of such
Multicurrency Lender, provided, that such Multicurrency Lender shall remain
responsible for all of its obligations hereunder and no additional taxes, costs
or other burdens shall be imposed upon the Borrower or the Administrative Agent
as a result thereof.

         2.13  REPAYMENT OF MULTICURRENCY LOANS. The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Multicurrency Lender the then unpaid principal amount of each Multicurrency
Loan of such Multicurrency Lender on the Termination Date and on such other
date(s) and in such other amounts as may be required from time to time pursuant
to this Agreement. The Borrower hereby further agrees to pay interest on the
unpaid principal amount of the Multicurrency Loans advanced to it and from time
to time outstanding until payment thereof in full at the rates per annum, and on
the dates, set forth in subsection 3.4.

         2.14  PROCEDURE FOR MULTICURRENCY BORROWING. The Borrower may request
the Multicurrency Lenders to make Multicurrency Loans during the Commitment
Period on any Business Day by delivering a Notice of Multicurrency Loan
Borrowing. Each borrowing under the Multicurrency Commitments shall be in an
amount in an Available Foreign Currency the Dollar Equivalent of which is equal
to at least $1,000,000 (or, if the then Aggregate Available Multicurrency
Commitments are less than $1,000,000, such lesser amount). Upon receipt of any
such Notice of Multicurrency Borrowing from the Borrower, the Administrative
Agent shall promptly notify each Multicurrency Lender thereof. Not later than
the funding time for the relevant Available Foreign Currency specified from time
to time by the Administrative Agent by notice to the Borrower and the
Multicurrency Lenders each Multicurrency Lender shall make an amount equal to
its Multicurrency Commitment Percentage of the principal amount of Multicurrency
Loans requested to be made on such Borrowing Date available to the
Administrative Agent at the funding office for the relevant Available Foreign
Currency specified from time to time by the Administrative Agent by notice to
the Borrower and the Multicurrency Lenders in the relevant Available Foreign
Currency and in immediately available funds. The amounts made available by each
Multicurrency Lender will then be made available to the Borrower at such funding
office and in like funds as received by the Administrative Agent.

         2.15  TERMINATION OR REDUCTION OF MULTICURRENCY COMMITMENTS. The
Borrower shall have the right, upon not less than three Business Days' notice to
the Administrative Agent (which shall give prompt notice thereof to each
Multicurrency Lender), to terminate the Multicurrency Commitments or, from time
to time, to reduce the amount of the Multicurrency 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
Available Multicurrency Commitment of any Multicurrency Lender would be less
than zero. Any such reduction shall be in an amount equal to U.S. $1,000,000 or
a whole multiple of U.S. $100,000 in excess thereof and shall reduce permanently
the Multicurrency Commitments then in effect.

                                       29
<PAGE>

         2.16   BORROWINGS OF REVOLVING CREDIT LOANS AND REFUNDING OF LOANS. (a)
If on any Borrowing Date on which the Borrower has requested the Multicurrency
Lenders to make Multicurrency Loans (the "Requested Multicurrency Loans"),

                  (i) the aggregate principal amount of the Requested
         Multicurrency Loans exceeds the Aggregate Available Multicurrency
         Commitments on such Borrowing Date (before giving effect to the making
         and payment of any Loans required to be made pursuant to this
         subsection 2.16 on such Borrowing Date) and,

                  (ii) the Dollar Equivalent of the amount of such excess is
         less than or equal to the aggregate Available Revolving Credit
         Commitments of all Non-Multicurrency Lenders (before giving effect to
         the making and payment of any Loans pursuant to this subsection 2.16 on
         such Borrowing Date),

each Non-Multicurrency Lender shall make a Revolving Credit Loan to the Borrower
on such Borrowing Date, and the proceeds of such Revolving Credit Loans shall be
simultaneously applied to repay outstanding Revolving Credit Loans, Local
Currency Loans and/or Multicurrency Loans of the Multicurrency Lenders (as
directed by the Borrower) in each case in amounts such that, after giving effect
to (1) such borrowings and repayments and (2) the borrowing from the
Multicurrency Lenders of the Requested Multicurrency Loans, the Committed
Outstanding Percentage of each Lender will equal (as nearly as possible) its
Revolving Credit Commitment Percentage. To effect such borrowings and
repayments, (x) not later than 12:00 Noon, New York City time, on such Borrowing
Date, the proceeds of such Revolving Credit Loans shall be made available by
each Non-Multicurrency Lender to the Administrative Agent at its New York office
specified in subsection 13.2 in Dollars and in immediately available funds and
the Administrative Agent shall apply the proceeds of such Revolving Credit Loans
toward repayment of outstanding Revolving Credit Loans and/or Local Currency
Loans of the Multicurrency Lenders (as directed by the Borrower) and (y)
concurrently with the repayment of such Loans on such Borrowing Date, (I) the
Multicurrency Lenders shall, in accordance with the applicable provisions
hereof, make the Requested Multicurrency Loans in an aggregate amount equal to
the amount so requested by the Borrower (but not in any event greater than the
Aggregate Available Multicurrency Commitments after giving effect to the making
of such repayment of any Loans on such Borrowing Date) and (II) the Borrower
shall pay to the Administrative Agent for the account of the Lenders whose Loans
to the Borrower are repaid on such Borrowing Date pursuant to this subsection
2.16 all interest accrued on the amounts repaid to the date of repayment,
together with any amounts payable pursuant to subsection 3.11 in connection with
such repayment.

         (b) Subject to the limitations on borrowings contained in a given Local
Currency Facility, if on any Borrowing Date on which a Foreign Subsidiary
Borrower has requested Local Currency Lenders to make Local Currency Loans (the
"Requested Local Currency Loans") under a Local Currency Facility to which such
Foreign Subsidiary Borrower and Local Currency Lenders are parties, (i) the
aggregate principal amount of the Requested Local Currency Loans (A) exceeds the
aggregate available amount of the commitments of such Local Currency Lenders
under such Local Currency Facility on such Borrowing Date (before giving effect
to the making and payment of any Revolving Credit Loans required to be made
pursuant to this subsection 2.16 on such Borrowing Date) or (B) together with
the aggregate then outstanding principal amount of

                                       30
<PAGE>

Multicurrency Loans and the aggregate outstanding amount of L/C Obligations
attributable to Letters of Credit denominated in any currency other than
Dollars, would exceed an amount of which the Dollar Equivalent is $600,000,000,
(ii) after giving effect to the Requested Local Currency Loans, the Dollar
Equivalent of the aggregate outstanding principal amount of Local Currency Loans
of such Foreign Subsidiary Borrower will be less than or equal to the aggregate
commitments of such Local Currency Lenders under such Local Currency Facility
and (iii) the Dollar Equivalent of the amount of the excess described in clause
(i) above is less than or equal to the Aggregate Available Revolving Credit
Commitments of all Lenders other than such Local Currency Lenders (before giving
effect to the making and payment of any Revolving Credit Loans pursuant to this
subsection 2.16 on such Borrowing Date), each such other Lender shall make a
Revolving Credit Loan to the Borrower, on such Borrowing Date, and the proceeds
of such Revolving Credit Loans shall be simultaneously applied to repay
outstanding Revolving Credit Loans, Multicurrency Loans and/or Local Currency
Loans of such Local Currency Lenders (as directed by the Borrower) in each case
in amounts such that, after giving effect to (1) such borrowings and repayments
and (2) the borrowing from such Local Currency Lenders of the Requested Local
Currency Loans, the Committed Outstandings Percentage of each Lender will equal
(as nearly as possible) its Revolving Credit Commitment Percentage and the
Dollar Equivalent of the aggregate outstanding principal amount of Multicurrency
Loans and Local Currency Loans will not exceed $600,000,000. To effect such
borrowings and repayments, (x) not later than 12:00 Noon, New York City time, on
such Borrowing Date, the proceeds of such Revolving Credit Loans shall be made
available by each such other Lender to the Administrative Agent at its New York
office specified in subsection 13.2 in Dollars and in immediately available
funds and the Administrative Agent shall apply the proceeds of such Revolving
Credit Loans toward the repayment of outstanding Revolving Credit Loans,
Multicurrency Loans and/or Local Currency Loans of such Local Currency Lenders
(as directed by the Borrower) and (y) concurrently with the repayment of such
Revolving Credit Loans on such Borrowing Date, (I) such Local Currency Lenders
shall, in accordance with the applicable provisions hereof, make the Requested
Local Currency Loans in an aggregate amount equal to the amount so requested by
such Foreign Subsidiary Borrower and (II) the relevant Foreign Subsidiary
Borrower shall pay to the Administrative Agent for the account of the Lenders
whose Loans to such Borrower are repaid on such Borrowing Date pursuant to this
subsection 2.16 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 3.11 in
connection with such repayment.

         (c)  If any borrowing of Revolving Credit Loans is required pursuant to
this subsection 2.16, the Borrower shall notify the Administrative Agent in the
manner provided for Revolving Credit Loans in subsection 2.2, except that the
minimum borrowing amounts set forth in subsection 2.2 shall not be applicable to
the extent that such minimum borrowing amounts exceed the amounts of Revolving
Credit Loans required to be made pursuant to this subsection 2.16.

         2.17   [INTENTIONALLY OMITTED].

                                       31
<PAGE>

                                    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 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) The Borrower may at any time and from time to time prepay, without
premium or penalty (other than any amounts payable pursuant to subsection 3.11
if such prepayment is of Multicurrency Loans and is made on a day other than the
last day of the Interest Period with respect thereto), the Multicurrency Loans,
in whole or in part, upon at least three Business Days' irrevocable notice to
the Administrative Agent specifying the date and amount of prepayment. Upon the
receipt of any such notice, the Administrative Agent shall promptly notify each
Multicurrency Lender thereof. If any such notice is given, the amount specified
in such notice shall be due and payable on the date specified therein. Partial
prepayments of Multicurrency Loans shall be in an aggregate principal amount the
Dollar Equivalent of which is at least $1,000,000 or an integral multiple of
$100,000 in excess thereof.

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

                  (ii) If, at any time during the Commitment Period, for any
         reason either (1) the Aggregate Total Outstandings of all Multicurrency
         Lenders exceed the Aggregate Revolving Credit Commitments of the
         Multicurrency Lenders, (2) the Aggregate Multicurrency Outstandings
         exceed the aggregate Multicurrency Commitments, (3) the sum of the
         Aggregate Multicurrency Outstandings plus the Dollar Equivalent of (x)
         the aggregate outstanding principal amount of Local Currency Loans and
         (y) the aggregate outstanding amount of L/C Obligations attributable to
         Letters of Credit denominated in currencies other than Dollars, exceeds
         the aggregate Multicurrency Commitments or (4) the Dollar Equivalent of
         all L/C Obligations attributable to Letters of Credit denominated in
         currencies other than Dollars exceeds, in the aggregate, $600,000,000,
         the Borrower shall, without notice or demand, immediately prepay the
         Revolving Credit Loans and/or the Multicurrency Loans and/or Local
         Currency Loans and/or cash collateralize the L/C Obligations in amounts
         such that any such excess is eliminated.

                                       32
<PAGE>

                  (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) Notwithstanding the foregoing, mandatory prepayments of
         Revolving Credit Loans or Multicurrency Loans that would otherwise be
         required pursuant to this subsection 3.1(c) solely as a result of
         fluctuations in Exchange Rates from time to time shall only be required
         to be made pursuant to this subsection 3.1(c) on the last Business Day
         of each month on the basis of the Exchange Rate in effect on such
         Business Day.

         (d)   [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) Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving a Notice of Multicurrency Loan Continuation, provided, that if
the Borrower shall fail to give such Notice of Multicurrency Loan Continuation
by the deadline specified therefor in Schedule II, such Multicurrency Loans
shall automatically be continued for an Interest Period of one month.

         3.3 MINIMUM AMOUNTS AND MAXIMUM NUMBER OF TRANCHES. All borrowings,
conversions and continuations of Revolving Credit Loans and Multicurrency Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of the Eurodollar Loans comprising
each Eurodollar Tranche shall be equal to $5,000,000 or a whole

                                       33
<PAGE>

multiple of $1,000,000 in excess thereof and (ii) the aggregate principal amount
of the Multicurrency Loans comprising each Multicurrency Tranche shall be in an
amount the Dollar Equivalent of which is at least $5,000,000. 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 Eurocurrency 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) Each Multicurrency Loan shall bear interest for each day that it is
outstanding at a rate per annum equal to the Eurocurrency Rate plus the
Applicable Margin in effect for such day.

         (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
Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR, the Eurocurrency 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

                                       34
<PAGE>

Lenders in the absence of manifest error. The Administrative Agent shall, at the
request of the 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 Eurocurrency Rate for such Interest Period, or

         (b) the Administrative Agent shall have received notice from the
Majority Lenders or the Majority Multicurrency Lenders, as the case may be, that
the Eurocurrency 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 (w) any Eurodollar Loans or Multicurrency
Loans, as the case may be, 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 or 2.14, the Borrower may cancel the request for
such Eurodollar Loan or Multicurrency Loan, as the case may be, 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, (x) 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, (y) any outstanding
Eurodollar Loans shall be converted, on the first day of such Interest Period,
to ABR Loans and (z) any Multicurrency Loans to which such Interest Period
relates shall be repaid on the first day of such Interest Period. Until such
notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans or Multicurrency 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) Except as provided in
subsection 2.16 and in the immediately succeeding sentence of this paragraph,
each payment of principal or

                                       35
<PAGE>

interest in respect of the Loans shall be made pro rata according to the amounts
then due and owing to the respective Lenders. Each payment of principal and
interest in respect of any optional prepayment of Revolving Credit Loans or
Multicurrency Loans shall be made pro rata according to the amounts then due and
owing the respective Revolving Lender or Multicurrency Lender, as the case may
be.

         (b) Except as provided in subsection 2.16, 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 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 Revolving Credit Commitments of
the Lenders shall be allocated by the Administrative Agent among the Lenders pro
rata according to the Revolving Credit Commitment Percentages of the Lenders.
Except as provided in subsection 2.16, 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 in respect
of amounts denominated in Dollars, 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 Dollars and 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 or Multicurrency 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 or a Multicurrency
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) Each borrowing of Multicurrency Loans by the Borrower shall be
made, and any reduction of the Multicurrency Commitments shall be allocated by
the Administrative Agent, pro rata according to the Multicurrency Commitment
Percentages of the Multicurrency Lenders. Each payment (including each
prepayment) by the Borrower on account of principal of and interest on
Multicurrency Loans shall be allocated by the Administrative Agent pro rata
according to the respective principal amounts of the Multicurrency Loans then
due and owing by the Borrower to each Multicurrency Lender. All payments
(including prepayments) to be made by the Borrower on account of Multicurrency
Loans hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without set-off or counterclaim and shall be made at or before the
payment time for the currency of such Multicurrency Loan from time to time
specified by the Administrative Agent by notice to the Multicurrency Lenders and
the Borrower, on the due date thereof to the Administrative Agent, for the
account of the Multicurrency Lenders, at the payment office for the currency of
such Multicurrency Loan from time to time specified by the Administrative Agent
by notice to the Multicurrency Lenders and the Borrower, in the

                                       36
<PAGE>

currency of such Multicurrency Loan and in immediately available funds. The
Administrative Agent shall distribute such payments to the Multicurrency Lenders
entitled to receive the same promptly upon receipt in like funds as received.

         (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 (i) the daily average Federal Funds Effective Rate (in the case of
a borrowing of Revolving Credit Loans or CAF Advances denominated in Dollars)
and (ii) the Administrative Agent's reasonable estimate of its average daily
cost of funds (in the case of a borrowing of Multicurrency Loans or CAF Advances
denominated in a currency other than Dollars), in each case 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 (i) the rate per annum applicable to ABR
Loans hereunder (in the case of a borrowing of Revolving Credit Loans or CAF
Advances or CAF Advances denominated in Dollars) and (ii) the Administrative
Agent's reasonable estimate of its average daily cost of funds plus the
Applicable Margin applicable to Multicurrency Loans (in the case of a borrowing
of Multicurrency Loans or CAF Advances denominated in a currency other than
Dollars), on demand, from the Borrower.

         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 or Multicurrency Loans as contemplated by
this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar
Loans or Multicurrency Loans, continue Eurodollar Loans or Multicurrency Loans
as such and convert ABR Loans to Eurodollar Loans shall forthwith be cancelled,
(b) such Lender's Loans then outstanding as Eurodollar 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 and (c) such Lender's Multicurrency Loans shall be
prepaid on the last day of the then current Interest Period with respect
thereto. 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):

                                       37
<PAGE>

                  (i) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Note, any Letter of Credit, any
         Application, any Eurodollar Loan, Multicurrency Loan or 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 Eurocurrency 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, Multicurrency Loans, LIBO Rate CAF
Advances or issuing or participating in Letters of Credit 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 or under any Letter of Credit 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 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

                                       38
<PAGE>

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 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 J 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

                                       39
<PAGE>

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, Local Currency Loans,
Multicurrency Loans or CAF Advances after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower or any Foreign Subsidiary Borrower in making any
prepayment after the Borrower or such Foreign Subsidiary Borrower has given a
notice thereof in accordance with the provisions of this Agreement or any other
Loan Document or (c) the making of a prepayment of Eurodollar Loans, Local
Currency Loans, Multicurrency 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
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.

                                       40
<PAGE>

         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 and Swingline Loans, the
amount of each Revolving Credit Loan or Swingline Loan made hereunder, the Type
thereof and each Interest Period applicable thereto, (ii) in the case of
Multicurrency Loans, the amount and currency of each Multicurrency Loans and
each Interest Period applicable thereto, (iii) 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, (iv) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (v) 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 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

                                       41
<PAGE>

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
                            LOCAL CURRENCY FACILITIES

         4.1 TERMS OF LOCAL CURRENCY FACILITIES. (a) Subject to the provisions
of this Section 4, the Borrower may in its discretion from time to time
designate any Subsidiary of the Borrower organized under the laws of any
jurisdiction outside the United States as a "Foreign Subsidiary Borrower" and
any Qualified Credit Facility to which such Foreign Subsidiary Borrower and any
one or more Lenders (or its Affiliates, agencies or branches) is a party as a
"Local Currency Facility", with the consent of each such Lender in its sole
discretion, by delivering a Local Currency Facility Addendum to the
Administrative Agent and the Lenders (through the Administrative Agent) executed
by the Borrower, each such Foreign Subsidiary Borrower and each such Lender,
provided, that on the effective date of such designation no Default or Event of
Default shall have occurred and be continuing. Concurrently with the delivery of
a Local Currency Facility Addendum, the Borrower or the relevant Foreign
Subsidiary Borrower shall furnish to the Administrative Agent copies of all
documentation executed and delivered by such Foreign Subsidiary Borrower in
connection therewith, together with, if applicable, an English translation
thereof. Except as otherwise provided in this Section 4 or in the definition of
"Qualified Credit Facility" in subsection 1.1, the terms and conditions of each
Local Currency Facility shall be determined by mutual agreement of the relevant
Foreign Subsidiary Borrower(s) and Local Currency Lender(s). The documentation
governing each Local Currency Facility shall (i) contain an express
acknowledgement that such Local Currency Facility shall be subject to the
provisions of this Section 4, (ii) if more than one Lender is a party thereto,
designate a Local Currency Facility Agent for such Local Currency Facility and
(iii) include an opinion of counsel reasonably satisfactory to the
Administrative Agent from the jurisdiction in which such Local Currency Facility
is established that the documentation governing such Local Currency Facility is
enforceable in accordance with its terms. Each of the Borrower and, by agreeing
to any Local Currency Facility designation as contemplated hereby, each relevant
Local Currency Lender (if any) party thereto which is an Affiliate, branch or
agency of a Lender, acknowledges and agrees that each reference in this
Agreement to any Lender shall, to the extent applicable, be deemed to be a
reference to such Local Currency Lender. In the event of any inconsistency
between the terms of this Agreement and the terms of any Local Currency
Facility, the terms of this Agreement shall prevail.

         (b) The documentation governing each Local Currency Facility shall set
forth (i) the maximum amount (expressed in Dollars) available to be borrowed
from all Local Currency Lenders under such Local Currency Facility (as the same
may be reduced from time to time, a "Local Currency Facility Maximum Borrowing
Amount") and (ii) with respect to each Local Currency Lender party to such Local
Currency Facility, the maximum amount (expressed in

                                       42
<PAGE>

Dollars) available to be borrowed from such Local Currency Lender thereunder (as
the same may be reduced from time to time, a "Local Currency Lender Maximum
Borrowing Amount").

         (c) Except as otherwise required by applicable law, in no event shall
the Local Currency Lenders party to a Local Currency Facility have the right to
accelerate the Local Currency Loans outstanding thereunder, or to terminate
their commitments (if any) to make such Local Currency Loans prior to the
earlier of the stated termination date in respect thereof or the Termination
Date, except, in each case, in connection with an acceleration of the Loans or a
termination of the Commitments pursuant to Section 10 hereof, provided, that
nothing in this paragraph (c) shall be deemed to require any Local Currency
Lender to make a Local Currency Loan if the applicable conditions precedent to
the making of such Local Currency Loan set forth in the documentation governing
the relevant Local Currency Facility have not been satisfied. No Local Currency
Loan may be made under a Local Currency Facility if (i) after giving effect
thereto, the conditions precedent in subsection 7.2 hereof would not be
satisfied or (ii) after giving effect to the making of such Local Currency Loan
and the simultaneous application of the proceeds thereof, (A) the Aggregate
Total Outstandings of all Lenders at any time exceeds the Aggregate Revolving
Credit Commitments or (B) the Dollar Equivalent of the aggregate outstanding
principal amount of Multicurrency Loans, Local Currency Loans and L/C
Obligations attributable to Letters of Credit denominated in any currency other
than Dollars would exceed $600,000,000.

         (d) The relevant Foreign Subsidiary Borrower shall furnish to the
Administrative Agent copies of any amendment, supplement or other modification
(including any change in commitment amounts or in the Local Currency Lenders
participating in any Local Currency Facility) to the terms of any Local Currency
Facility promptly after the effectiveness thereof (together with, if applicable,
an English translation thereof). If any such amendment, supplement or other
modification to a Local Currency Facility shall (i) add a Local Currency Lender
as a Local Currency Lender thereunder or (ii) change the Local Currency Facility
Maximum Borrowing Amount or any Local Currency Lender Maximum Borrowing Amount
with respect thereto, the Borrower shall promptly furnish an appropriately
revised Local Currency Facility Addendum, executed by the Borrower, the relevant
Foreign Subsidiary Borrower and the affected Local Currency Lenders (or any
agent acting on their behalf), to the Administrative Agent and the Lenders
(through the Administrative Agent).

         (e) The Borrower may terminate its designation of a facility as a Local
Currency Facility, with the consent of each Local Currency Lender party thereto
in its sole discretion, by written notice to the Administrative Agent, which
notice shall be executed by the Borrower, the relevant Foreign Subsidiary
Borrower and each Local Currency Lender party to such Local Currency Facility
(or any agent acting on their behalf). Once notice of such termination is
received by the Administrative Agent, such Local Currency Facility and the loans
and other obligations outstanding thereunder shall immediately cease to be
subject to the terms of this Agreement.

         4.2 REPORTING OF LOCAL CURRENCY OUTSTANDINGS. (a) On the date of the
making of any Local Currency Loan having a maturity of 30 or more days to a
Foreign Subsidiary Borrower and on the last Business Day of each month on which
a Foreign Subsidiary Borrower has any outstanding Local Currency Loans, the
Local Currency Facility Agent for such Foreign

                                       43
<PAGE>

Subsidiary Borrower, shall deliver to the Administrative Agent a Notice of Local
Currency Outstandings and the Administrative Agent shall deliver a copy of such
Notice of Local Currency Outstandings to the Lenders. The Administrative Agent
will, at the request of any Local Currency Facility Agent, advise such Local
Currency Facility Agent of the Exchange Rate used by the Administrative Agent in
calculating the Dollar Equivalent of Local Currency Loans under the related
Local Currency Facility on any date.

         (b) For purposes of any calculation under this Agreement in which the
amount of the Aggregate Local Currency Outstandings of any Lender is a
component, the Administrative Agent shall make such calculation on the basis of
the Notices of Local Currency Outstanding received by it at least two Business
Days prior to the date of such calculation.

                                    SECTION 5
                                LETTERS OF CREDIT

         5.1 L/C COMMITMENT. (a) Subject to the terms and conditions hereof, the
Issuing Lender, in reliance on the agreements of the other Lenders set forth in
subsection 5.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Borrower on any Business Day during the Commitment Period in
such form as may be approved from time to time by the Issuing Lender; provided
that the Issuing Lender shall have no obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment, (ii) the aggregate amount of the Available Revolving Credit
Commitments would be less than zero or (iii) the Dollar Equivalent of the
aggregate outstanding principal amount of Multicurrency Loans, Local Currency
Loans and L/C Obligations attributable to Letters of Credit denominated in any
currency other than Dollars would exceed $600,000,000. Each Letter of Credit
shall (i) be denominated in Dollars or any Available Foreign Currency or any
other currency acceptable to the Issuing Lender (provided, that the Dollar
Equivalent of all L/C Obligations attributable to Letters of Credit denominated
in currencies other than Dollars shall not exceed, in the aggregate,
$600,000,000), (ii) have a face amount of at least $1,000,000 (unless otherwise
agreed by the Issuing Lender) and (iii) expire no later than the date that is
five Business Days prior to the Termination Date.

         (b) The Issuing Lender shall not at any time be obligated to issue any
Letter of Credit if such issuance would conflict with, or cause the Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

         (c) Existing Letters of Credit shall be deemed to be issued under this
Agreement on the Closing Date.

         5.2 PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT. The Borrower may from
time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue

                                       44
<PAGE>

any Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. The
Issuing Lender shall promptly furnish to the Administrative Agent, which shall
in turn promptly furnish to the Lenders, notice of the issuance of each Letter
of Credit (including the amount thereof).

         5.3 FEES AND OTHER CHARGES. (a) The Borrower will pay a fee on the
average daily undrawn and unexpired amount of all outstanding Letters of Credit
at a per annum rate equal to the Applicable Margin then in effect with respect
to Eurodollar Loans, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date; such
fee with respect to each Letter of Credit denominated in any currency other than
Dollars shall be payable in Dollars, and for purposes of calculating the amount
of such fee applicable to each Letter of Credit denominated in any currency
other than Dollars, the average daily undrawn and unexpired amount of such
Letter of Credit shall be the Dollar Equivalent of such amount calculated at the
Exchange Rate as of the relevant L/C Fee Payment Date. In addition, the Borrower
shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per
annum on the average daily undrawn and unexpired amount of each Letter of
Credit, payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date; such fee with respect to each Letter of Credit denominated in any
currency other than Dollars shall be payable in Dollars, and for purposes of
calculating the amount of such fee applicable to each Letter of Credit
denominated in any currency other than Dollars, the average daily undrawn and
unexpired amount of such Letter of Credit shall be the Dollar Equivalent of such
amount calculated at the Exchange Rate as of the relevant L/C Fee Payment Date.

         (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse the Issuing Lender for such normal and customary costs and expenses as
are incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

         5.4 L/C PARTICIPATIONS. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from the Issuing Lender, on
the terms and conditions set forth below, for such L/C Participant's own account
and risk an undivided interest equal to such L/C Participant's Revolving Credit
Commitment Percentage in the Issuing Lender's obligations and rights under and
in respect of each Letter of Credit and the amount of each draft paid by the
Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Lender that, if a draft is paid under any Letter of
Credit for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Lender upon demand at the Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's Revolving Credit
Commitment Percentage of the amount of such draft, or any part thereof, that is
not so reimbursed.

         (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 5.4(a) in respect of any unreimbursed
portion of any payment made by the

                                       45
<PAGE>

Issuing Lender under any Letter of Credit is paid to the Issuing Lender within
three Business Days after the date such payment is due, such L/C Participant
shall pay to the Issuing Lender on demand an amount equal to the product of (i)
such amount, times (ii) the daily average Federal Funds Effective Rate during
the period from and including the date such payment is required to the date on
which such payment is immediately available to the Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. If any such amount required to be
paid by any L/C Participant pursuant to subsection 5.4(a) is not made available
to the Issuing Lender by such L/C Participant within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

         (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 5.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Issuing Lender the portion thereof
previously distributed by the Issuing Lender to it.

         5.5 REIMBURSEMENT OBLIGATION OF THE BORROWER. The Borrower agrees to
reimburse the Issuing Lender on the Business Day next succeeding the Business
Day on which the Issuing Lender notifies the Borrower of the date and amount of
a draft presented under any Letter of Credit and paid by the Issuing Lender for
the amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment. Each such payment shall be made to the Issuing Lender in Dollars and in
immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at the rate
set forth in (i) until the Business Day next succeeding the date of the relevant
notice, subsection 3.4(b) and (ii) thereafter, subsection 3.4(e). Each drawing
under any Letter of Credit shall (unless an event of the type described in
clause (i) or (ii) of Section 10(e) shall have occurred and be continuing with
respect to the Borrower, in which case the procedures specified in subsection
5.4 for funding by L/C Participants shall apply) constitute a request by the
Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.2
of ABR Loans in the amount of such drawing (and the minimum borrowing amount in
such subsection shall not apply to such borrowing). The Borrowing Date with
respect to such borrowing shall be the first date on which a borrowing of
Revolving Credit Loans could be made, pursuant to subsection 2.2, if the
Administrative Agent had received a notice of such borrowing at the time the
Administrative Agent receives notice from the relevant Issuing Lender of such
drawing under such Letter of Credit.

         5.6 OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section
5 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against the Issuing

                                       46
<PAGE>

Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower
also agrees with the Issuing Lender that the Issuing Lender shall not be
responsible for, and the Borrower's Reimbursement Obligations under subsection
5.5 shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even though such documents shall in
fact prove to be invalid, fraudulent or forged, or any dispute between or among
the Borrower and any beneficiary of any Letter of Credit or any other party to
which such Letter of Credit may be transferred or any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee. The Issuing Lender shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions 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 Issuing Lender. The Borrower agrees that any action taken or
omitted by the Issuing Lender under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct and in accordance with the standards of care specified in
the Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of the Issuing Lender to the
Borrower.

         5.7 LETTER OF CREDIT PAYMENTS. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

         5.8 APPLICATIONS. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 5, the provisions of this Section 5 shall apply.

         5.9 REIMBURSEMENT OBLIGATIONS FOR CERTAIN LETTERS OF CREDIT DENOMINATED
IN CURRENCIES OTHER THAN DOLLARS. Notwithstanding any other provision of this
Section 5, in the event that any Letter of Credit is denominated in any currency
other than Dollars, the amount of the Reimbursement Obligation of the Borrower
pursuant to Section 5.5 in respect of such Letter of Credit shall bear interest
as provided in Section 5.5 with respect to amounts owing in Dollars; provided,
that (i) the interest rate on such amounts shall be the rate reasonably
determined by the Issuing Lender to be the equivalent rate, in respect of the
relevant non-Dollar currency, to the applicable rate provided in Section 5.5
with respect to amounts denominated in Dollars and (ii) if the Borrower fails to
pay any such Reimbursement Obligation required by Section 5.5 on or prior to the
third Business Day following the date of the drawing to which such Reimbursement
Obligation relates, then, on the fourth Business Day following such date of
drawing, the relevant Issuing Lender, in cooperation with the Administrative
Agent, shall determine the Dollar Equivalent of the amount of such Reimbursement
Obligation, and the Borrower's obligation in respect of such Reimbursement
Obligation shall be converted to such Dollar Equivalent, with interest thereon
as provided in Section 5.5 (provided, that if the Application in respect of such
Letter of Credit provides for conversion of such amount into Dollars on any
earlier date or at any

                                       47
<PAGE>

other conversion rate, the provisions of such Application shall control with
respect to such conversion).

                                    SECTION 6
                         REPRESENTATIONS AND WARRANTIES

         To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, 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. 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

                                       48
<PAGE>

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 any Applications 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 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

                                       49
<PAGE>

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.

         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

                                       50
<PAGE>

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.

         (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

                                       51
<PAGE>

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 AND LETTERS OF CREDIT. The agreement of
each Lender to make the initial Loan requested to be made by it, or to issue any
Letter of Credit, is subject to the satisfaction on the Closing Date of the
following conditions precedent:

         (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 (other than Letters of

                                       52
<PAGE>

Credit, if any, referred to in subsection 5.1(c) that have been issued pursuant
to the Existing Credit Facilities, that will be deemed issued under this
Agreement on the Closing Date) on the Closing Date shall have been paid in full
on or before 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 AND LETTER OF CREDIT. The agreement of each
Lender to make any Loan requested to be made by it on any date, or to issue any
Letter of Credit, (including, without limitation, its initial Loan) 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 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, or Letters of Credit requested to be issued.

         (c) Each borrowing by the Borrower hereunder, and each request by the
Borrower for the issuance of a Letter of Credit shall constitute a
representation and warranty by the Borrower as of the date thereof that the
conditions contained in this subsection have been satisfied.

                                       53
<PAGE>

                                    SECTION 8
                              AFFIRMATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Commitments (or any of
them) remain in effect, any Letter of Credit is outstanding 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 than 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 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.

                                       54
<PAGE>

         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.

         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

                                       55
<PAGE>

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.

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, any Letter of Credit remains outstanding, 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;

                                       56
<PAGE>

         (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 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

                                       57
<PAGE>

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;

         (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 or any
Reimbursement Obligation 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

                                       58
<PAGE>

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;
                  (ii) the Borrower shall default in the observance or
         performance of any agreement contained in Section 12; or

                  (iii) 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 (iii) 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 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

                                       59
<PAGE>

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 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 (including, without

                                       60
<PAGE>

limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) 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
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented
the documents required thereunder) to be due and payable forthwith, whereupon
the same shall immediately become due and payable. In the case of each Letter of
Credit with respect to which presentment for honor shall not have occurred at
the time of an acceleration pursuant to this paragraph, the Borrower shall at
such time deposit in cash collateral accounts opened by the Administrative Agent
an amount (in the currency in which such Letter of Credit is denominated) equal
to the then undrawn and unexpired amount of such Letter of Credit. Amounts held
in such cash collateral account shall be applied by the Administrative Agent to
the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn
upon, if any, shall be applied to repay other obligations of the Borrower
hereunder and under the other Loan Documents. After all such Letters of Credit
shall have expired or been fully drawn upon, all Reimbursement Obligations shall
have been satisfied and all other obligations of the Borrower hereunder and
under the other Loan Documents shall have been paid in full (or in the event
that the acceleration that required the funding of such cash collateral account
is rescinded by the Lenders), the balance, if any, in such cash collateral
account shall be returned to the Borrower (or such other Person as may be
lawfully entitled thereto).

                                   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

                                       61
<PAGE>

and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The 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

                                       62
<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, any Issuing Lender, in its capacity, and
any Related Party acting for the Administrative Agent (or any sub-agent) or any
Issuing Lender 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 Revolving Credit 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), any Issuing Lender 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), any Issuing Lender or such Related

                                       63
<PAGE>

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), any Issuing Lender or any
Related Party acting for the Administrative Agent (or any sub-agent) or any
Issuing Lender 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 and with respect to
any Letter of Credit issued or participated in 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
                                    GUARANTEE

         12.1 GUARANTEE. (a)The Borrower hereby unconditionally and irrevocably
guarantees to the Administrative Agent, for the ratable benefit of the
Administrative Agent and the Lenders and their respective successors, endorsees,
transferees and assigns, the prompt and complete payment and performance by the
Foreign Subsidiary Borrowers when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.

                                       64
<PAGE>

         (b) No payment or payments made by the Borrower or any other Person or
received or collected by the Administrative Agent or any Lender from the
Borrower or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of the Borrower hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

         (c) The Borrower agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent and
such Lender in writing that such payment is made under this Section for such
purpose.

         12.2 NO SUBROGATION. Notwithstanding any payment or payments made by
the Borrower hereunder, or any set-off or application of funds of the Borrower
by the Administrative Agent or any Lender, the Borrower shall not be entitled to
be subrogated to any of the rights of the Administrative Agent or any Lender
against the Foreign Subsidiary Borrowers or against any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Obligations, nor shall the Borrower seek or be entitled to
seek any contribution or reimbursement from the Foreign Subsidiary Borrowers in
respect of payments made by the Borrower hereunder, until all amounts owing to
the Administrative Agent and the Local Currency Lenders by the Foreign
Subsidiary Borrowers on account of the Obligations are paid in full and the
Commitments are terminated. If any amount shall be paid to the Borrower on
account of such subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by the Borrower in trust
for the Administrative Agent and the Lenders, segregated from other funds of the
Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to
the Administrative Agent in the exact form received by the Borrower (duly
indorsed by the Borrower to the Administrative Agent, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
Administrative Agent may determine. The provisions of this paragraph shall
continue to be effective after the termination of this Agreement, the payment in
full of the Obligations and the termination of the Commitments.

         12.3 AMENDMENTS, ETC WITH RESPECT TO THE OBLIGATIONS; WAIVER OF RIGHTS.
The Borrower shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Borrower, and without notice to or further
assent by the Borrower, any demand for payment of any of the Obligations made by
the Administrative Agent or any Lender may be rescinded by the Administrative
Agent or such Lender, and any of the Obligations continued, and the Obligations,
or the liability of any other party upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent or any Lender, and any Loan Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, in accordance with
the provisions thereof as the Administrative Agent (or the requisite Lenders, as
the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Obligations may be sold,

                                       65
<PAGE>

exchanged, waived, surrendered or released. None of the Administrative Agent or
any Lender shall have any obligation to protect, secure, perfect or insure any
Lien at any time held by it as security for the Obligations or for this
Agreement or any property subject thereto. When making any demand hereunder
against the Borrower, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Foreign Subsidiary
Borrowers or any other guarantor, and any failure by the Administrative Agent or
any Lender to make any such demand or to collect any payments from a Foreign
Subsidiary Borrower or any such other guarantor or any release of a Foreign
Subsidiary Borrower or such other guarantor shall not relieve the Borrower of
its obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the
Administrative Agent or any Lender against the Borrower. For the purposes hereof
"demand" shall include the commencement and continuance of any legal
proceedings.

         12.4 GUARANTEE ABSOLUTE AND UNCONDITIONAL. The Borrower waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Agreement or acceptance of this Agreement; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Agreement; and all dealings between the Foreign Subsidiary Borrowers and the
Borrower, on the one hand, and the Administrative Agent and the Lenders, on the
other, shall likewise be conclusively presumed to have been had or consummated
in reliance upon this Agreement. The Borrower waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Foreign Subsidiary Borrowers and the Borrower with respect to the Obligations.
This Section 12 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of this Agreement, any other Loan Document, any of the
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Foreign Subsidiary Borrowers against the
Administrative Agent or any Lender, (c) any law, regulation, decree or order of
any jurisdiction, or any other event, affecting the Obligations or any Lender's
rights with respect thereto, including, without limitation: (i) the application
of any such law, regulation, decree or order, including any prior approval, that
would prevent the exchange of a non-Dollar currency for Dollars or the
remittance of funds outside of such jurisdiction or the unavailability of
Dollars in any legal exchange market in such jurisdiction in accordance with
normal commercial practice; or (ii) a declaration of banking moratorium or any
suspension of payments by banks in such jurisdiction or the imposition by such
jurisdiction or any governmental authority thereof of any moratorium on the
required rescheduling or restructuring of, or required approval of payments on,
any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation,
nationalization or requisition by such country or any governmental authority
that directly or indirectly deprives the companies in such jurisdiction of any
payment obligation under the Obligations; or (iv) any war (whether or not
declared), insurrection, revolution, hostile act, civil strife or similar events
occurring in such jurisdiction that has the same effect as the events described
in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses
(i) through (iv) above, to the extent occurring or existing on or at any time
after the date of this Agreement), or (d) any other circumstance whatsoever
(with or without notice to or knowledge of the Foreign Subsidiary Borrowers or
the Borrower) which

                                       66
<PAGE>

constitutes, or might be construed to constitute, an equitable or legal
discharge of the Foreign Subsidiary Borrowers for the Obligations, or of the
Borrower under this Section 12, in bankruptcy or in any other instance. When
pursuing its rights and remedies hereunder against the Borrower, the
Administrative Agent and any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Foreign Subsidiary
Borrowers or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure
by the Administrative Agent or any Lender to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Foreign Subsidiary Borrowers or any
such other Person or of any such collateral security, guarantee or right of
offset, shall not relieve the Borrower of any liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Administrative Agent or any Lender against the
Borrower. This Section 12 shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Administrative
Agent and the Lenders, and their respective successors, endorsees, transferees
and assigns, until all the Obligations and the obligations of the Borrower under
this Agreement shall have been satisfied by payment in full and the Commitments
shall be terminated, notwithstanding that from time to time during the term of
this Agreement the Foreign Subsidiary Borrowers may be free from any
Obligations.

         12.5 REINSTATEMENT. This Section 12 shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned
by the Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any substantial part of its
property, or otherwise, all as though such payments had not been made.

         12.6 PAYMENTS. The Borrower hereby agrees that all payments required to
be made by it hereunder will be made to the Administrative Agent without set-off
or counterclaim in accordance with the terms of the Obligations, including,
without limitation, in the currency in which payment is due, provided that if a
payment is due in a currency other than Dollars and/or at a place other than the
United States, and such payment is not made as and when agreed, the Borrower
will, upon the Administrative Agent's request, either (i) make payment in such
non- Dollar currency and at the place where such payment is payable or (ii) pay
the Administrative Agent in Dollars at 270 Park Avenue, New York, New York. In
the event of a payment pursuant to clause (ii) above, the Borrower will pay the
Administrative Agent the Dollar Equivalent of the amount of such payment on the
date the Borrower makes such payment.

         12.7 "LENDERS". For all purposes of this Section 12, the term "Lenders"
shall be deemed to include Local Currency Lenders.

                                       67
<PAGE>

                                   SECTION 13
                                  MISCELLANEOUS

         13.1 AMENDMENTS AND WAIVERS. (a) Except as provided in paragraphs (b)
and (c) of this subsection 13.1, 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 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 Multicurrency
Commitment, Revolving Credit Commitment, Swingline Commitment or L/C 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 definitions, of Majority Lenders or Majority
Multicurrency 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 or release, subordinate or otherwise materially limit the Borrower's
liability with respect to the guarantee set forth in Section 12, 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.

         (b) In addition to amendments effected pursuant to the foregoing
paragraph (a), (i) Schedule II may be amended to change administrative
information contained therein with the approval of the Majority Multicurrency
Lenders, upon execution and delivery by the Borrower and the Administrative
Agent of a written amendment providing for such amendment and (ii) additional
freely-convertible euro currencies may be added as Available Foreign Currencies,
upon execution and delivery by the Borrower, the Administrative Agent and the
Majority Multicurrency Lenders of an amendment providing for such addition.

         (c) The Administrative Agent shall give prompt written notice to each
Lender of any amendment effected pursuant to subsection 13.1(b).

                                       68
<PAGE>

         (d) Notwithstanding the provisions of this subsection 13.1, any Local
Currency Facility may be amended, supplemented or otherwise modified in
accordance with its terms so long as after giving effect thereto either (x) such
Local Currency Facility ceases to be an "Local Currency Facility" and the
Borrower so notifies the Administrative Agent or (y) the Local Currency Facility
continues to meet the requirements of a Local Currency Facility set forth
herein.

         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

         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



                                       69
<PAGE>

         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, 2.14,
2.15, 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 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 (i) one counsel for the Administrative Agent and the Lenders pursuant to this
clause (b) and (ii) one counsel to the Administrative Agent and the Lenders in
the jurisdiction of each Foreign Subsidiary Borrower 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,

                                       70
<PAGE>

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 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

                                       71
<PAGE>

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, the Issuing Lender 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 and Issuing Lender
(which consent 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 the Issuing Lender,
and, in the case of an Assignee that is a Lender or a Lender Affiliate, by the
Administrative Agent and the Issuing Lender) 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 Revolving Credit 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 Revolving Credit 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). Each
assignment by a Lender of any portion of its Revolving Credit Commitment shall
be accompanied by assignment by such Lender to the same Assignee of the same
percentage of such Lender's Multicurrency Commitment. Notwithstanding the
foregoing, any Conduit Lender may assign at any time to its designating Lender
hereunder without the consent of the 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

                                       72
<PAGE>

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 or the
Reimbursement Obligations owing to it (or any participation therein arising
pursuant to subsection 13.15) 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 or
the Reimbursement Obligations owing to it (or any participation therein arising
pursuant to subsection 13.15) then due and 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 the Reimbursement
Obligations owing to it, 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

                                       73
<PAGE>

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:

         (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

                                       74
<PAGE>

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,
the Issuing Lender or any other 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 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

                                       75
<PAGE>

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 LOAN CONVERSION/PARTICIPATIONS. (a) (i) On any Conversion Date,
to the extent not otherwise prohibited by a Requirement of Law or otherwise, all
Loans (other than CAF Advances) outstanding in any currency other than Dollars
("Loans to be Converted") shall be converted into Revolving Credit Loans
denominated in Dollars (calculated on the basis of the relevant Exchange Rates
as of the Business Day immediately preceding the Conversion Date) ("Converted
Loans") and (ii) on the Conversion Date (with respect to Loans described in the
foregoing clause (i)) (A) each Lender severally, unconditionally and irrevocably
agrees that it shall purchase in Dollars a participating interest in such
Converted Loans in an amount equal to its Conversion Sharing Percentage of the
outstanding principal amount of the Converted Loans and (B) to the extent
necessary to cause the Committed Outstandings Percentage of each Lender to equal
its Revolving Credit Commitment Percentage (calculated immediately prior to the
termination or expiration of the Revolving Credit Commitments), each Lender
severally, unconditionally and irrevocably agrees that it shall purchase or sell
a participating interest in Revolving Credit Loans then outstanding. Each Lender
will immediately transfer to the Administrative Agent, in immediately available
funds, the amounts of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each Lender
from which a participating interest is being purchased in the amount(s) provided
for in the preceding sentence. All Converted Loans shall bear interest at the
rate which would otherwise be applicable to ABR Loans.

         (b) If, for any reason, the Loans to be Converted may not be converted
into Dollars in the manner contemplated by paragraph (a) of this subsection
13.15, (i) effective on such Conversion Date, each Lender severally,
unconditionally and irrevocably agrees that it shall purchase a participating
interest in such Loans to be Converted, as the case may be, in an amount equal
to its Conversion Sharing Percentage of such Loans to be Converted, and (ii)
each Lender shall purchase or sell participating interests as provided in
paragraph (a)(ii)(B) of this subsection 13.15. Each Lender will immediately
transfer to the appropriate Administrative Agent, in immediately available
funds, the amount(s) of its participation(s), and the proceeds of such
participation(s) shall be distributed by the Administrative Agent to each
relevant Lender in the amount(s) provided for in the preceding sentence.

         (c) To the extent any Non-Excluded Taxes are required to be withheld
from any amounts payable by a Lender to another Lender in connection with its
participating interest in any Converted Loan, the Borrower shall be required to
pay increased amounts to the Lender receiving such payments to the same extent
they would be required under subsection 3.10 if the Borrower were making
payments directly to such Lender.

         (d) Any time after the actions contemplated by paragraph (a) or (b) of
this subsection 13.15 have been taken, upon the notice of any Lender to the
Borrower the following shall occur: (i) the Borrower (through the guarantee
contained in Section 12) shall automatically be deemed to have assumed the Local
Currency Loans which are Converted Loans in which such Lender

                                       76
<PAGE>

holds a participation, and (ii) such Local Currency Loans shall be assigned by
the relevant Lender holding such Local Currency Loans or obligations to the
Lender who gave the notice requesting such assumption by the Borrower.

         13.16 JUDGMENT. (a) If for the purpose of obtaining judgment in any
court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

         (b) The obligation of the Borrower in respect of any sum due from it to
any Lender hereunder shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in the Judgment Currency
such Lender may in accordance with normal banking procedures purchase the
Agreement Currency with the Judgment Currency; if the amount of Agreement
Currency so purchased is less than the sum originally due to such Lender in the
Agreement Currency, the Borrower agrees notwithstanding any such judgment to
indemnify such Lender against such loss, and if the amount of the Agreement
Currency so purchased exceeds the sum originally due to any Lender, such Lender
agrees to remit to the Borrower such excess.

         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.


                                       77
<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:



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

                                     By: _________________________________
                                     Name:
                                     Title:

<PAGE>

                                     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:



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

                                     By: _________________________________
                                     Name:
                                     Title:



                                     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:

<PAGE>

                                     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:



                                     STANDARD CHARTERED BANK,
                                     as a Lender

                                     By: _________________________________
                                     Name:
                                     Title:



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

                                     By: _________________________________
                                     Name:
                                     Title:

<PAGE>

                                     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:



                                     THE BANK OF NEW YORK,
                                     as a Lender

                                     By: _________________________________
                                     Name:
                                     Title:



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

                                     By: _________________________________
                                     Name:
                                     Title:

<PAGE>


                                     SVENSKA HANDELSBANKEN AB,
                                     as a Lender

                                     By: _________________________________
                                     Name:
                                     Title:


                                     By: _________________________________
                                     Name:
                                     Title: