---

$550,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of April 11, 2002

Among

CAREMARK RX, INC.,as Borrower,

and

THE INITIAL LENDERS, THE SWING LINE BANK AND
THE INITIAL ISSUING BANK NAMED HEREIN,as Initial Lender Parties,

and

J.P. MORGAN SECURITIES INC.,as Syndication Agent,

and

WACHOVIA BANK, NATIONAL ASSOCIATIONas Documentation Agent,

and

BANC OF AMERICA SECURITIES LLCas Lead Arranger,

and

BANK OF AMERICA, N.A.as Administrative Agent



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TABLE OF CONTENTS

|                                        |  |                                                                    |  | Page
|--------------------------------------- |  | ------------------------------------------------------------------ |  | ----
|ARTICLE I                              
|SECTION 1.01.                           |  | Certain Defined Terms                                              |  | 1   
|SECTION 1.02.                           |  | Computation of Time Periods; Other Constructional Provisions       |  | 30  
|SECTION 1.03.                           |  | Accounting Terms                                                   |  | 30  
|SECTION 1.04.                           |  | Currency Equivalents Generally                                     |  | 31  
|ARTICLE II                             
|SECTION 2.01.                           |  | The Advances and the Letters of Credit                             |  | 32  
|SECTION 2.02.                           |  | Making the Advances                                                |  | 33  
|SECTION 2.03.                           |  | Issuance of and Drawings and Reimbursement Under Letters of Credit |  | 36  
|SECTION 2.04.                           |  | Repayment of Advances                                              |  | 38  
|SECTION 2.05.                           |  | Termination or Reduction of the Commitments                        |  | 40  
|SECTION 2.06.                           |  | Prepayments                                                        |  | 40  
|SECTION 2.07.                           |  | Interest                                                           |  | 42  
|SECTION 2.08.                           |  | Fees                                                               |  | 42  
|SECTION 2.09.                           |  | Conversion of Advances                                             |  | 43  
|SECTION 2.10.                           |  | Increased Costs, Etc.                                              |  | 44  
|SECTION 2.11.                           |  | Evidence of Debt                                                   |  | 47  
|SECTION 2.12.                           |  | Payments and Computations                                          |  | 47  
|SECTION 2.13.                           |  | Taxes                                                              |  | 49  
|SECTION 2.14.                           |  | Sharing of Payments, Etc.                                          |  | 52  
|SECTION 2.15.                           |  | Defaulting Lenders                                                 |  | 53  
|SECTION 2.16.                           |  | Use of Proceeds                                                    |  | 55  
|ARTICLE III                            
|CONDITIONS OF EFFECTIVENESS AND LENDING
|SECTION 3.01.                           |  | Conditions Precedent to Initial Extensions of Credit               |  | 56  
|SECTION 3.03.                           |  | Determinations Under Section 3.01                                  |  | 58  
|ARTICLE IV                             
|SECTION 4.01.                           |  | Representations and Warranties                                     |  | 59  
|ARTICLE V                              
|SECTION 5.01.                           |  | Affirmative Covenants                                              |  | 64  
|SECTION 5.02.                           |  | Negative Covenants                                                 |  | 67  
|SECTION 5.03.                           |  | Reporting Requirements                                             |  | 77  
|SECTION 5.04.                           |  | Financial Covenants                                                |  | 80  
|ARTICLE VI                             
|SECTION 6.01.                           |  | Events of Default                                                  |  | 83  
|SECTION 6.02.                           |  | Actions in Respect of the Letters of Credit upon Default           |  | 86  
|ARTICLE VII                            
|SECTION 7.01.                           |  | Authorization and Action                                           |  | 86  
|SECTION 7.02.                           |  | Administrative Agent's Reliance, Etc.                              |  | 87  
|SECTION 7.03.                           |  | BofA, BAS and Affiliates                                           |  | 88  
|SECTION 7.04.                           |  | Lender Credit Decision                                             |  | 88  

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|SECTION 7.05. |  | Indemnification                   |  | 88 
|------------- |  | --------------------------------- |  | ---
|SECTION 7.06. |  | Successor Administrative Agent    |  | 90 
|SECTION 7.07. |  | Release of Collateral             |  | 91 
|SECTION 7.08. |  | Release of Guarantor              |  | 91 
|ARTICLE VIII 
|SECTION 8.01. |  | Amendments, Etc.                  |  | 92 
|SECTION 8.02. |  | Notices, Etc.                     |  | 93 
|SECTION 8.03. |  | No Waiver; Remedies               |  | 93 
|SECTION 8.04. |  | Indemnification                   |  | 94 
|SECTION 8.05. |  | Right of Set-off                  |  | 95 
|SECTION 8.06. |  | Binding Effect                    |  | 96 
|SECTION 8.07. |  | Assignments and Participations    |  | 96 
|SECTION 8.08. |  | No Liability of the Issuing Bank  |  | 99 
|SECTION 8.09. |  | Confidentiality                   |  | 100
|SECTION 8.10. |  | Execution in Counterparts         |  | 100
|SECTION 8.11. |  | Governing Law; Jurisdiction, Etc. |  | 100
|SECTION 8.12. |  | WAIVER OF JURY TRIAL              |  | 101

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|SCHEDULES       
|----------------
|Schedule I      
|Schedule II     
|Schedule 2.06   
|Schedule 4.01(b)
|Schedule 4.01(d)
|Schedule 4.01(w)
|Schedule 4.01(x)
|Schedule 5.02(a)
|Schedule 5.02(b)
|EXHIBITS        
|Exhibit A-1     
|Exhibit A-2     
|Exhibit B-1     
|Exhibit B-2     
|Exhibit B-3     
|Exhibit B-4     
|Exhibit C       
|Exhibit D-1     
|Exhibit D-2     
|Exhibit E       
|Exhibit F       

iii

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EXHIBIT 10.1

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2002 among CAREMARK RX, INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof under the caption "Initial Lenders"
(the "Initial Lenders"), BANK OF AMERICA, N.A. ("BofA"), as the initial issuer of Letters of Credit (as
hereinafter defined) (the "Initial Issuing Bank") and as the provider of the Swing Line Facility (as hereinafter defined) (the
"Swing Line Bank"), J.P. MORGAN SECURITIES INC., as the syndication agent (the "Syndication
Agent") for the Facilities (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as the documentation agent (the "Documentation
Agent"), BANC OF AMERICA SECURITIES LLC ("BAS"), as the lead arranger and book manager (the "Lead
Arranger") for the Facilities, and BofA, as the administrative agent (together with any successor thereto appointed pursuant to Article VII, the
"Administrative Agent") for the Lender Parties (as hereinafter defined).

PRELIMINARY STATEMENTS

(1)  The Borrower entered into the Credit Agreement dated as of March 15, 2001 (the "Existing Credit
Agreement") with the banks, financial institutions and other institutional lenders party thereto as revolving credit lenders (the "Existing Revolving
Credit Lenders") and as term lenders (the "Existing Term Loan Lenders", and together with the Existing Revolving Credit Lenders,
the "Existing Lenders") and Bank of America, N.A. as the administrative agent for the Existing Lenders thereunder.

(2)  The
Borrower has requested to amend and restate the Existing Credit Agreement in its entirety in order, among other things, to add additional banks and other financial
institutions and institutional lenders as additional Term Loan Lenders (as hereinafter defined) hereunder, with the proceeds of the term loans (collectively, the "Term Loan
Advance") by such Term Loan Lenders to repay in full all amounts due to the Existing Term Loan Lenders under the Existing Credit Agreement, to modify certain covenants and to
pay certain fees and expenses incurred in connection with the entry by the Borrower and certain of its Subsidiaries (as hereinafter defined) into this Agreement and for other general corporate
purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of the Loan Documents (as hereinafter defined).

(3)  Those
Existing Revolving Credit Lenders which constitute Required Lenders under the Existing Credit Agreement have agreed to amend and restate the Existing Credit
Agreement in its entirety and the Term Loan Lenders have agreed to make the Term Loan Advance on the effective date of this Agreement, in each case on the terms and conditions of this Agreement.

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

ARTICLE I    DEFINITIONS AND ACCOUNTING TERMS

SECTION
1.01.Certain Defined Terms.

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

"Administrative Agent"has the meaning specified in the recital of parties to this Agreement.

"Administrative Agent's Account"means the account of the Administrative Agent maintained by the Administrative Agent with BofA at its
office at 101 North Tryon Street, 15th Floor, Charlotte, North Carolina 28255, ABA No. 053-000-196, Account No. 1366212250600, Reference: Caremark
Rx, Attention: Corporate Credit Services, or such other account maintained by the Administrative Agent

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and designated by the Administrative Agent from time to time as such in a written notice to the Borrower and each of the Lender Parties.

"Administrative Questionnaire" means a questionnaire, in form and substance satisfactory to the Administrative Agent, delivered by an
Eligible Assignee pursuant to Section 8.07(a)(iv) which provides the administrative information relating to such Eligible Assignee.

"Advance"means a Term Loan Advance, a Revolving Credit Advance, a Swing Line Advance or a Letter of Credit Advance, as the context may
require.

"Affiliate"means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under
common control with such Person or is a director, or officer of such Person; provided, however, that, solely for purposes of the definition of "Net Cash Proceeds" set forth below in this
Section 1.01, any Person in which the Borrower or any of its Subsidiaries maintains a minority common Equity Interest pursuant to Section 5.02(e)(v)(B) shall not constitute an Affiliate
of the Borrower or any of its Subsidiaries. For purposes of this definition, the term "control"(including the terms
"controlling", "controlled by"and "under common control
with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Interests in such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

"Agents"means, collectively, the Administrative Agent, the Syndication Agent, the Documentation Agent, the Lead Arranger and each
co-agent or subagent appointed by the Administrative Agent from time to time pursuant to Section 7.01(b).

"Agreement"means this First Amended and Restated Credit Agreement, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

"Agreement Value"means, for each Hedge Agreement, on any date of determination, an amount reasonably determined by the Administrative
Agent equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives
Association, Inc. (the "Master Agreement"), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its
counterparty in respect of such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole
"Affected Party", and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of
that specific form of Master Agreement); or (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be
the unrealized gain or loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement reasonably determined by the Administrative Agent based on the settlement
price of such Hedge Agreement on such date of determination, or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized
gain or loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement reasonably determined by the Administrative Agent as the amount, if any, by which
(i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or
Subsidiary
pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

"Applicable Lending Office"means (a) with respect to each of the Lenders, the Base Rate Lending Office of such Lender in the case
of a Base Rate Advance and the Eurodollar Lending Office of such Lender in the case of a Eurodollar Rate Advance and (b) with respect to the Issuing Bank and the Swing Line Bank, the Base Rate
Lending Office of the Issuing Bank and the Swing Line Bank, respectively, for all purposes of this Agreement.

2

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"Applicable Margin" means (a) in the case of the Term Loan Facility, 1.25% per annum for Base Rate Advances and 2.25% per annum for
Eurodollar Rate Advances,provided thatduring any period commencing six months after the Closing Date in which the long-term senior secured
debt of the Borrower is rated at least Ba1 by Moody's and BB+ by S&P, then the Applicable Margin for the Term Loan Facility during such period shall be 1.00% per annum for Base Rate Advances and 2.00%
per annum for Eurodollar Rate Advances, and (b) in the case of the Revolving Credit Facility, (i) at any time during the period from the date of this Agreement through the date of
receipt by the Administrative Agent of the Required Financial Information for the Measurement Period ending March 31, 2002, 1.25% per annum for Base Rate Advances and 2.25% per annum for
Eurodollar Rate Advances and (ii) at any time and from time to time thereafter, on any date of determination, a percentage per annum equal to the applicable percentage for the Performance Level
set forth below as determined by reference to the Leverage Ratio for the most recently completed Measurement Period:

Revolving Credit FacilityPerformance Level

Base Rate Advances

Eurodollar Rate
AdvancesPerformance Level I
Less than or equal to 3.00:1

1.25
%
2.25
%Performance Level II
Less than or equal to 3.50:1

1.50
%
2.50
%Performance Level III
Less than or equal to 4.00:1

1.75
%
2.75
%Performance Level IV
Greater than 4.00:1

2.00
%
3.00
%


For
the purposes of:



"Applicable Percentage" means, with respect to the Commitment Fee, (a) at any time during the period from the date of this
Agreement through the date of receipt by the Administrative Agent of the Required Financial Information for the Measurement Period ending March 31, 2002, 0.375% per annum and (b) at any
time and from time to time thereafter, a rate per annum equal to the percentage

3

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set forth below opposite the applicable Performance Level as determined by reference to the Leverage Ratio for the most recently completed Measurement Period:

Performance Level

Commitment FeePerformance Level I
Less than or equal to 3.00:1

0.375
%Performance Level II
Less than or equal to 3.50:1

0.50
%Performance Level III
Less than or equal to 4.00:1

0.50
%Performance Level IV
Greater than 4.00:1

0.50
%


For
the purposes of:



"Appropriate Lender"means, at any time, (a) with respect to the Term Loan Facility or the Revolving Credit Facility, a Lender that
has a Commitment with respect to such Facility at such time, (b) with respect to the Letter of Credit Facility, (i) the Issuing Bank and (ii) if the Revolving Credit Lenders have
made Letter of Credit Advances pursuant to Section 2.03(c)(i) that are outstanding at such time, each such Revolving Credit Lender, and (c) with respect to the Swing Line
Facility, (i) the Swing Line Bank and (ii) if the Revolving Credit Lenders have made Swing Line Advances pursuant to Section 2.02(b)(ii) that are outstanding at such time,
each such Revolving Credit Lender.

"Approved Fund"means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

"Assignment and Assumption"means an Assignment and Assumption entered into by a Lender Party and an Eligible
Assignee, and accepted by the Administrative Agent and, if applicable, the Borrower, in accordance with Section 8.07 and in substantially the form of Exhibit C hereto.

"Available Amount"means, with respect to any Letter of Credit at any time, the maximum amount available to be drawn under such Letter of
Credit at such time (assuming compliance at such time with all conditions to drawing).

"BAS" has the meaning specified in the recital of parties to this Agreement.

4

---

"Base Rate"means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to
the higher of:



"Base Rate Advance"means an Advance that bears interest as provided in Section 2.07(a)(i).

"Base Rate Lending Office"means, with respect to each of the Lender Parties, the office of such Lender Party specified as its
"Base Rate Lending Office"opposite its name on Part B of Schedule I hereto or in the Assignment and Assumption pursuant to which it
became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent for such purpose.

"BofA"has the meaning specified in the recital of parties to this Agreement.

"Borrower"has the meaning specified in the recital of parties to this Agreement.

"Borrower Common Stock"means shares of common stock of the Borrower, par value $0.001 per share.

"Borrower Restricted Payment" has the meaning specified in Section 5.02(f)(v).

"Borrower's Account"means such account of the Borrower as is agreed from time to time in writing between the Borrower and the
Administrative Agent.

"Borrowing"means a Term Loan Borrowing, a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.

"Business Day"means a day of the year on which banks are not required or authorized by law to close in New York, New York or Charlotte,
North Carolina and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in U.S. dollar deposits in the London interbank market.

"Capital Assets"means, with respect to any Person, all equipment, fixed assets and real property or improvements of such Person, or
replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such
Person.

"Capital Expenditures"means, with respect to any Person for any period, all expenditures made directly or indirectly by such Person
during such period for Capital Assets. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with
insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the
equipment being traded in at such time or the amount of such insurance proceeds, as the case may be.

"Capitalized Lease"means any lease with respect to which the lessee is required to recognize concurrently the acquisition of property or
an asset and the incurrence of a liability in accordance with GAAP.

"Captive Professional Corporation"means any professional corporation, professional association or other service corporation in which all
of the Equity Interests are owned by one or more Persons other than the Borrower and its Subsidiaries, but in respect of which the Borrower and/or one or more of its Subsidiaries has the right to
exercise, pursuant to a voting trust agreement or other similar agreement, a controlling influence over the management of such professional corporation, professional association

5

---

or other service corporation (which controlling influence is limited by the Requirements of Law relating to the corporate practice of medicine in various states of the United States of America).

"Caremark"means Caremark International, Inc., a Delaware corporation and a wholly owned Subsidiary of the Borrower on the date of
this Agreement.

"Caremark Receivables Purchase Agreement"means the Receivables Purchase Agreement dated as of January 31, 2001 between
Caremark Inc., as seller, and MP Receivables, as buyer, as such agreement may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof,
but solely to the extent permitted under the terms of the Loan Documents.

"Caremark Receivables Securitization"means limited recourse sales and assignments from time to time by Caremark Inc. of its
accounts receivable to MP Receivables and by MP Receivables of such accounts receivable or interests therein to one or more financial institutions;provided,
however,that (a) the aggregate net investment made by such financial institutions in respect of all such accounts receivable or interests therein shall not exceed at
any one time outstanding (i) $175,000,000 from the Effective Date through and including December 31, 2002, and (ii) $200,000,000 during any calendar year thereafter,
(b) the maximum aggregate amount which may be recovered by such financial institutions may not exceed the amount of the net investment made by them in respect of such accounts receivable or
interests therein together with the yield thereon as set forth in the Caremark Receivables Securitization Documents from time to time, and (c) each such sale and assignment of such accounts
receivable or interests therein shall otherwise be effected on the terms and conditions set forth in the Caremark Receivables Securitization Documents.

"Caremark Receivables Securitization Documents"means, collectively, the Caremark Receivables Purchase Agreement, the Caremark Receivables
Transfer Agreement and all of the other agreements, instruments and other documents evidencing or otherwise setting forth the terms of the Caremark Receivables Securitization, in each case as such
agreement, instrument or other document may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof, but solely to the extent permitted under
the terms of the Loan Documents.

"Caremark Receivables Transfer Agreement"means the Amended and Restated Receivables Transfer Agreement dated as of January 31,
2001 among MP Receivables, as transferor, Caremark Inc., as originator and collection agent, Redwood Receivables Corporation, Park Avenue Receivables Corporation, The Chase Manhattan Bank, as
agent for Park Avenue Receivables Corporation and the PARCO APA Banks (as defined therein), and General Electric Capital Corporation, as agent for
Redwood Receivables Corporation and Redwood Liquidity Providers (as defined therein) and as funding agent, as such agreement may be amended, supplemented or otherwise modified hereafter from time to
time in accordance with the terms thereof, but solely to the extent permitted under the terms of the Loan Documents.

"Caremark Trust"means Caremark Rx Capital Trust I, a wholly-owned Subsidiary of the Borrower duly created and validly existing as a
statutory business trust in good standing under the Business Trust Act of the State of Delaware.

"Cash Collateral Account" has the meaning specified in the Security Agreement.

"Cash Equivalents"means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free
and clear of all Liens (other than Liens created under the Collateral Documents):



6

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7

---



"CERCLA"means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

"CERCLIS"means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the United States
Environmental Protection Agency.

"Change of Control"means, at any time:



"Collateral" means all of the "Collateral" referred to in the Collateral Documents and all other property and assets that are or are
intended to be subject to any Lien in favor of the Collateral Trustee for the benefit of the Secured Parties.

"Collateral Documents" means, collectively, the Trust Agreement, the Security Agreement, the Intellectual Property Security Agreement,
Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered pursuant to the Existing Credit Agreement or this
Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Trustee for the benefit of the Secured Parties.

"Collateral Trustee" means LaSalle Bank National Association in its capacity as trustee for the Secured Parties under the Trust Agreement
or any successor trustee appointed pursuant thereto.

"Commitment"means a Term Loan Commitment, a Revolving Credit Commitment, a Swing Line Commitment or a Letter of Credit Commitment, as the
context may require.

"Commitment Fee"has the meaning specified in Section 2.08(a).

"Confidential Information"means information that is furnished to the Administrative Agent or any of the Lender Parties by or on behalf of
the Borrower or any of its Subsidiaries in a writing that is conspicuously marked as confidential or otherwise on an expressly confidential basis, but does not include any such information that
(a) is or becomes generally available to the public (other than as a result of a breach by the Administrative Agent or such Lender Party of its confidentiality obligations under this Agreement)
or (b) is or becomes available to the Administrative Agent or such Lender Party from a source other than the Borrower or any of its Subsidiaries that is not, to the knowledge of the
Administrative Agent or such Lender Party, acting in violation of a confidentiality agreement with the Borrower or any such Subsidiary.

"Consolidated"refers to the consolidation of accounts in accordance with GAAP.

8

---

"Consolidated Cash Taxes"means, with respect to any Person for any period, (a) the aggregate amount of all payments in respect of
income taxes made in cash by such Person and its Subsidiaries to any applicable Governmental Authority during such period (other than payments made by the Borrower during such period in connection
with the discontinued operations of the home infusion business sold by Caremark prior to its acquisition by the Borrower (which tax liabilities Caremark agreed to be obligated for pursuant to certain
tax sharing arrangements between Caremark and its former parent, Baxter International, Inc.)) so long as all such payments do not exceed an aggregate amount of $20,000,000 less(b) the
aggregate amount of all cash refunds in respect of income taxes received by such Person and its Subsidiaries from any applicable
Governmental Authority during such period, after giving effect, to the extent available, to the application of net operating losses available to such Person or any such Subsidiary.

"Consolidated EBITDA"means (x) for any period, the sum of (a) the Consolidated Net Income for such period plus(b) the sum of each of the
following expenses that have been deducted from the determination of the Consolidated Net Income for such period:
(i) the Consolidated Interest Expense for such period, (ii) all income tax expense (whether federal, state, local, foreign or otherwise) for such period, (iii) all depreciation
expense for such period, (iv) all amortization expense for such period, (v) all extraordinary noncash losses deducted in determining the Consolidated Net Income for such period but
excluding all amounts so deducted in respect of current assetslessall extraordinary noncash gains added in determining the Consolidated Net Income for
such period;providedfor any period, the amount of extraordinary noncash losses that may be included in this subclause (v) shall not exceed 10%
of the Consolidated EBITDA (before giving effect to any adjustments contemplated by this subclause (v)) for such period), and (vi) all fees, costs and expenses, stamp, registration and similar
taxes incurred in connection with the performance of this Agreement and the Existing Credit Agreement, in each case determined on a Consolidated basis for the Borrower and its Subsidiaries and in
accordance with GAAP for such period and (y) for each such period ending during the twelve-month period immediately
following the closing of any acquisition permitted under Section 5.02(e), an amount equal to the Consolidated EBITDA (calculated on the basis as provided herein) for each such acquisition for
the period from such closing to the date of determination, annualized for the 12-month period then ended.

"Consolidated Interest Expense"means, with respect to any Person for any period, the gross cash interest expense paid or payable on all
Indebtedness of such Person and its Subsidiaries during such period, determined on a Consolidated basis and in accordance with GAAP for such period, excluding the fees paid on the Effective Date to
the Initial Lenders in respect of this Agreement but including, without limitation, (a) in the case of the Borrower, (i) cash interest expense paid or payable in respect of Indebtedness
resulting from Advances and (ii) all fees paid or payable pursuant to Section 2.08(a), (b) the cash interest component, paid or payable, of all Obligations in respect of
Capitalized Leases, (c) commissions, discounts and other fees and charges paid or payable in cash in connection with letters of credit (including, without limitation, pursuant to
Section 2.08(b) in respect of the Letters of Credit), (d) all amortization of original issue discount in respect of all Indebtedness of such Person and its Subsidiaries, (e) the
net payment, if any, paid or payable in connection with Hedge Agreementslessthe net credit, if any, received in connection with Hedge Agreements,
(f) the aggregate Discount on all Transferred Interests (each as defined in Schedule A to the Caremark Receivables Securitization Documents) purchased under the Caremark Receivables
Securitization on or prior to such date, (g) all Placement Agent Fees (as defined in Schedule A to the Caremark Receivables Securitization Documents) and all other program fees, facility
fees, commitment fees and other similar fees paid or payable under or in respect of the Caremark Receivables Securitization and (h) all cash interest payments, fees and other distributions paid
or payable under or in respect of the Convertible Preferred Securities.

9

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"Consolidated Net Income"means, for any period, the net income (or net loss) of any Person and its Subsidiaries for such period,
determined on a Consolidated basis and in accordance with GAAP, but excluding for each such period (without duplication):



"Consolidated Total Assets"means, at any date of determination, the net book value of all property and assets of any Person and its
Subsidiaries (including, without limitation, all items that are treated as intangibles in accordance with GAAP) that, in accordance with GAAP, would be classified as such on the Consolidated balance
sheet of such Person and its Subsidiaries at such date.

"Constitutive Documents"means, with respect to any Person, the certificate of incorporation or registration (including, if applicable,
certificate of change of name), articles of incorporation or association, memorandum of association, charter, bylaws, certificate of limited partnership, partnership agreement, trust agreement, joint
venture agreement, certificate of formation, articles of organization, limited liability company operating or members agreement, joint venture agreement or one or more similar agreements, instruments
or documents constituting the organization or formation of such Person.

"Contingent Obligation"means, with respect to any Person, any obligation of such Person to guarantee or intended to guarantee any
Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of any primary obligation of a primary obligor, (b) the obligation to make
take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any obligation of such 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 (A) for the purchase
or payment of any such primary obligation or (B) to maintain working capital, equity capital, net worth or other balance sheet condition or any income statement condition of the primary obligor
or otherwise to maintain the solvency of the primary obligor, (iii) to purchase, lease or otherwise acquire property, assets, 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 holder of such primary
obligation against loss in respect

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thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is
made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the agreement, instrument or other document evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in
good faith.

"Continuing Director"means, for any period, an individual who is a member of the board of directors of the Borrower on the first day of
such period or who has been nominated to the board of directors of the Borrower by a majority of the other Continuing Directors who were members of the board of directors of the Borrower at the time
of such nomination.

"Conversion", "Convert"and "Converted"each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or 2.10.

"Convertible Common Securities"means the 6,186,000 Common Securities issued by Caremark Trust pursuant to the Convertible Securities
Trust Agreement.

"Convertible Preferred Securities"means the $200,000,000 7% Share Preference Redeemable Preferred Securities issued by Caremark Trust
pursuant to the Convertible Securities Trust Agreement.

"Convertible Preferred Securities Guarantee"means the Guarantee dated as of September 29, 1999 made by the Borrower to guarantee
the obligations of Caremark Trust in respect of the Convertible Preferred Securities and containing certain provisions subordinating the obligations of the Borrower thereunder to the obligations of
the Borrower hereunder, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but solely to the extent permitted under the terms
of the Loan Documents.

"Convertible Securities"means, collectively, the Convertible Preferred Securities and the Convertible Common
Securities.

"Convertible Securities Documents"means, collectively, the Convertible Securities Trust Agreement, the Convertible Subordinated
Debentures Indenture, the Convertible Preferred Securities Guarantee, the Convertible Securities, the Convertible Subordinated Debentures and all of the other agreements, instruments, certificates,
and other documents evidencing or otherwise setting forth the terms of the Convertible Securities and/or, as the case may be, the Convertible Subordinated Debentures, in each
case as such agreement, instrument, certificate or other document may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof, but solely to the
extent permitted under the terms of the Loan Documents.

"Convertible Securities Trust Agreement"means the Trust Agreement dated as of September 29, 1999 between, inter alia, the
Borrower, Caremark Trust and Wilmington Trust Company, as Delaware Trustee and Property Trustee (each such expression as defined therein), entered into in connection with the issuance of the
Convertible Preferred Securities and the Convertible Common Securities as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but
solely to the extent permitted under the terms of the Loan Documents.

"Convertible Subordinated Debentures"means the $206,186,000 7% Convertible Subordinated Debentures due 2029 issued by the Borrower
pursuant to the terms of the Convertible Subordinated Debentures Indenture.

"Convertible Subordinated Debentures Indenture" means the Indenture dated as of September 29, 1999 between the Borrower and the
Wilmington Trust Company, as trustee, as such agreement may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof, but solely to the extent
permitted under the terms of the Loan Documents.

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"Default"means any Event of Default or any event or condition that would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.

"Defaulted Advance"means, with respect to any of the Lender Parties at any time, the portion of any Advance required to be made by such
Lender Party to the Borrower pursuant to Section 2.01 at or prior to such time that has not been made by such Lender Party or by the Administrative Agent for the account of such Lender Party
pursuant to Section 2.02(e) as of such time. If a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the remaining portion of such Defaulted Advance shall
be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

"Defaulted Amount"means, with respect to any of the Lender Parties at any time, any amount required to be paid by such Lender Party to
the Administrative Agent or any of the other Lender Parties under this Agreement or any of the other Loan Documents at or prior to such time that has not been so paid as of such time, including,
without limitation, any amount required to be paid by such Lender Party to (a) the Swing Line Bank pursuant to Section 2.02(b)(ii) to purchase a portion of a Swing Line Advance
made by the Swing Line Bank, (b) the Issuing Bank pursuant to Section 2.03(c)(i) to purchase a portion of a Letter of Credit Advance made by the Issuing Bank, (c) the
Administrative Agent pursuant to
Section 2.02(e) to reimburse the Administrative Agent for the amount of any Advance made by the Administrative Agent for the account of such Lender Party, (d) any of the other Lender
Parties pursuant to Section 2.14 to purchase any participation in Advances owing to such other Lender Party and (e) the Administrative Agent or the Issuing Bank pursuant to
Section 7.05 to reimburse the Administrative Agent or the Issuing Bank, as the case may be, for such Lender Party's ratable share of any amount required to be paid by the Lender Parties to the
Administrative Agent or the Issuing Bank as provided therein. If a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the remaining portion of such Defaulted Amount
shall be considered a Defaulted Amount originally required to be paid under this Agreement or any of the other applicable Loan Documents on the same date as the Defaulted Amount so deemed paid in
part.

"Defaulting Lender"means, at any time, any of the Lender Parties that, at such time, (a) owes a Defaulted Advance or a Defaulted
Amount or (b) shall take any action or be the subject of any action or proceeding of a type described in Section 6.01(f).

"Designated Borrower Restricted Payment" means any Borrower Restricted Payment in an amount which, when added with the amount of all
Borrower Restricted Payments made during the period from the date hereof to the date of such Borrower Restricted Payment, is in excess of $1,000,000.

"Dissenting Lender" has the meaning specified in Section 8.07(i).

"Documentation Agent" has the meaning specified in the recital of parties to this Agreement.

"Domestic Subsidiary"means, at any time, any of the direct or indirect Subsidiaries of the Borrower that is incorporated or organized
under the laws of any state of the United States of America or the District of Columbia.

"Effective Date"means the first date on which the conditions set forth in Section 3.01 shall have been satisfied.

"Eligible Assignee"means (a) with respect to any Facility (other than the Letter of Credit Facility), (i) a Lender;
(ii) an Affiliate of a Lender or an Approved Fund of a Lender; (iii) a commercial bank organized under the laws of the United States, or any State thereof having a combined capital and
surplus of at least $100,000,000; (iv) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof having a combined capital and surplus
of at least $100,000,000; (v) a commercial bank organized under the laws of any other country which is a member

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of the OECD, or a political subdivision of any such country, and having a combined capital and surplus of at least $100,000,000,providedthat such
bank is acting through a branch, agency or Affiliate located in the United States or managed and controlled by a branch, agency or affiliate located in the United States; (vi) the central bank
of any country that is a member of the OECD; (vii) a finance company, insurance company or other financial institution, fund (whether a corporation, partnership, trust or other entity) or other
entity that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business having a combined capital and surplus of at least $100,000,000 or, to the
extent any such Person is taking an assignment of Term Loan Advances only, having total assets of at least $100,000,000; and (viii) any other Person approved by the Administrative Agent and,
provided no Event of Default is continuing, the Borrower, provided that the approval of the Administrative Agent and the Borrower, when required, shall not be unreasonably withheld or delayed, and
(b) with respect to the Letter of Credit Facility, a Person that is an Eligible Assignee under subclause (iii) or (v) of clause (a) of this definition and is approved by
the Administrative Agent (such approval not to be unreasonably withheld or delayed);provided, however,that neither any Loan Party nor any Affiliate of
a Loan Party shall qualify as an Eligible Assignee under this definition.

"Environmental Action"means any action, suit, demand, demand letter, claim, notice of noncompliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent agreement, abatement order or other order or directive (conditional or otherwise) relating in any way to any Environmental Law,
any Environmental Permit or any Hazardous Materials or arising from alleged injury or threat to health, safety, natural resources or the environment, including, without limitation, (a) by any
Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any applicable Governmental Authority or other third party for damages,
contribution, indemnification, cost recovery, compensation or injunctive relief.

"Environmental Law"means any Requirement of Law, or any judicial or agency interpretation, policy, guideline or other requirement of any
Governmental Authority, relating to (a) the generation, use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, (b) pollution or the
protection of the environment, health, safety or natural resources or (c) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or
welfare, including, without limitation, CERCLA, in each case as amended from time to time, and including the regulations promulgated and the rulings issued from time to time thereunder.

"Environmental Permit"means any permit, approval, license, identification number or other authorization required under any Environmental
Law.

"Equity Interests"means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in)
such Person, all of the warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person,
all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other
acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the
rulings issued from time to time thereunder.

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"ERISA Affiliate"means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any of the Loan Parties,
or under common control with any of the Loan Parties, within the meaning of Section 414 of the Internal Revenue Code.

"ERISA Event"means:



"Eurocurrency Liabilities"has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

"Eurodollar Lending Office"means, with respect to each of the Lenders, the office of such Lender specified as its
"Eurodollar Lending Office"opposite its name on Part B of Schedule I hereto or in the Assignment and Assumption pursuant to which it
became a Lender, as the case may be (or, if no such office is specified, its Base Rate Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower
and the Administrative Agent for such purpose.

"Eurodollar Rate"means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. dollars appear on page
3750 (or any successor page thereto) of the Dow Jones Telerate Screen two Business Days before the first day of such Interest Period and for a term comparable to such Interest Period or, if such rate
does not so appear on the Dow Jones Telerate Screen on any date of determination, on the Reuters Screen LIBO Page two Business Days before the first day of such Interest Period and for a term
comparable to such Interest Period by (b) a percentage equal to 100%minusthe Eurodollar Rate Reserve Percentage for such Interest Period; provided, however,that if the Reuters Screen LIBO Page is being used to determine the Eurodollar Rate at any date of determination and more than one
rate is specified thereon as the London interbank offered rate for deposits in U.S. dollars, the applicable rate shall be the arithmetic mean (rounded upward, if necessary, to the nearest whole
multiple of 1/100 of 1% per annum) of all such rates.

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"Eurodollar Rate Advance"means an Advance that bears interest as provided in Section 2.07(a)(ii).

"Eurodollar Rate Reserve Percentage"means, for any Interest Period for all of the Eurodollar Rate Advances comprising part of the same
Borrowing, the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor thereto) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for a member bank of the Federal Reserve System in New York, New York with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

"Events of Default"has the meaning specified in Section 6.01.

"Exchange Act"means the Securities Exchange Act of 1934, as amended from time to time, and the regulations promulgated and the rulings
issued thereunder.

"Existing Credit Agreement"has the meaning specified in Preliminary Statement (1) to this Agreement.

"Existing Letters of Credit" means the irrevocable standby letters of credit issued under the terms of the Existing Credit Agreement and
outstanding on the Effective Date, in each case as more fully described on Schedule II hereto.

"Existing Issuing Bank" means each bank which issued Existing Letters of Credit issued under the Existing Credit Agreement.

"Existing Term Loan Advance"means, with respect to each of the Existing Term Loan Lenders, the single advance made on the effective date
of the Existing Credit Agreement by such Existing Term Loan Lender to the Borrower pursuant to Section 2.01(a) of the Existing Credit Agreement.

"Facility"means the Term Loan Facility, the Revolving Credit Facility, the Swing Line Facility or the Letter of Credit Facility, as the
context may require.

"Fair Market Value"means, with respect to any property or assets (including, without limitation, any of the Equity Interests) of any
Person on any date of determination, the value of the consideration obtainable in a sale of such property or assets in the open market on such date assuming an arm's-length sale that has been arranged
without duress or compulsion between a willing seller and a willing and knowledgeable purchaser in a commercially reasonable manner over a reasonable period of time under all conditions necessary or
desirable for a fair sale (taking into account the nature and characteristics of such property or asset); provided that in respect of any transaction relevant hereto in which the consideration paid is
greater than $40,000,000, such determination shall be made in good faith by a majority of the members of the board of directors of the Borrower.

"Federal Funds Rate"means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York or, if such rate is not so published for any day that is a Business Day, the average rate charged to the
Administrative Agent (in its individual capacity) on such day on such transactions as determined by the Administrative Agent.

"Finance Parties" means, collectively, the Agents and the Lender Parties.

"Fiscal Quarter"means, with respect to the Borrower or any of its Subsidiaries, the period commencing January 1 in any Fiscal Year
and ending on the next succeeding March 31, the period commencing April 1 in any Fiscal Year and ending on the next succeeding June 30, the period

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commencing July 1 in any Fiscal Year and ending on the next succeeding September 30 or the period commencing October 1 in any Fiscal Year and ending on the next succeeding
December 31, as the context may require, or, if any such Subsidiary was not in existence on the first day of any such period, the period commencing on the date on which such Subsidiary is
incorporated, organized, formed or otherwise created and ending on the last day of such period.

"Fiscal Year"means, with respect to the Borrower or any of its Subsidiaries, the period commencing on January 1 in any calendar
year and ending on the next succeeding December 31 or, if any such Subsidiary was not in existence on January 1 in any calendar year, the period commencing on the date on which such
Subsidiary is incorporated, organized, formed or otherwise created and ending on the next succeeding December 31.

"Fixed Charge Coverage Ratio"means, with respect to the Borrower and its Subsidiaries for any period, the ratio of (a) the sum of
Consolidated EBITDA of the Borrower and its Subsidiaries for such period and to (b) the sum (without duplication) of (i) all Consolidated Interest Expense of the Borrower and its
Subsidiaries for such period, (ii) all Consolidated Cash Taxes paid by or on behalf of the Borrower or any of its Subsidiaries during such period and (iii) other than the Revolving
Credit Advances scheduled to be repaid on March 15, 2005, the aggregate amount of all outstanding Advances scheduled to be repaid during such period pursuant to Section 2.04(a) and
2.04(b) provided that for the purposes of determining the Fixed Charge Coverage Ratio, the "Borrower and its Subsidiaries" shall be deemed not to include any of their discontinued operations (as
determined in accordance with GAAP).

"Foreign Subsidiary"means, at any time, any of the direct or indirect Subsidiaries of the Borrower that is not a Domestic Subsidiary at
such time.

"Fund" means any Person (other than a natural Person) that is (or will be) an "accredited investor" (as defined in Regulation D
under the Securities Act) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

"GAAP"has the meaning specified in Section 1.03.

"Governmental Authority"means any nation or government, any state, province, city, municipal entity or other political subdivision
thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board or similar body, whether federal, state,
territorial, local or foreign.

"Governmental Authorization"means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit,
certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

"Granting Lender"has the meaning specified in Section 8.07(k).

"Guarantee Supplement"has the meaning specified in Section 8(b) of the Subsidiaries Guarantee.

"Guarantor"means each Material Subsidiary of the Borrower party to the Subsidiaries Guarantee or, as the case may be, a Guarantee
Supplement.

"Hazardous Materials"means (a) petroleum or petroleum products, by-products or breakdown products, radioactive
materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic
or as a pollutant or contaminant under any Environmental Law.

"Hedge Agreements"means, collectively, interest rate swap, cap or collar agreements, interest rate future or option contracts, commodity
future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements.

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"Hedge Banks"means, collectively, any Persons which have entered into interest rate Hedge Agreements permitted under
Section 5.02(b)(iii).

"Holdback Reserve" means (i) $100,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(A) or
(ii) $150,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(B).

"Immaterial Subsidiary"means, at any time, any of the Subsidiaries of the Borrower that does not constitute a Material Subsidiary at such
time.

"Indebtedness"means, with respect to any Person (without duplication):



The
Indebtedness of any Person shall include (i) all Obligations of the types described in clauses (a) through (k) above of any partnership in which such Person is a
general partner and (ii) all

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Obligations of the types described in clauses (a) through (k) above of such Person to the extent such Person remains legally liable in respect thereof, notwithstanding that any such
Obligation is deemed to be extinguished under GAAP at any date of determination.

"Indemnified Party"has the meaning specified in Section 8.04(b).

"Information Memorandum"means the information memorandum dated March 2002 used by the Lead Arranger in connection with this
Agreement.

"Initial Extensions of Credit"means, collectively, the initial Borrowings under one or more of the Facilities and/or the initial
issuances of one or more Letters of Credit made (or deemed to have been made) on the Effective Date.

"Initial Issuing Bank"has the meaning specified in the recital of parties to this Agreement.

"Initial Lenders"has the meaning specified in the recital of parties to this Agreement.

"Intellectual Property Security Agreement" means the intellectual property security agreement dated March 15, 2001 executed by the
Borrower, Caremark International Inc. and Caremark Inc. under the Existing Credit Agreement and which has been ratified by such parties pursuant to
Section 3.01(g)(v) hereof.

"Interest Coverage Ratio"means, with respect to the Borrower and its Subsidiaries for any period, the ratio of
(a) Consolidated EBITDA of the Borrower and its Subsidiaries for such period to (b) Consolidated Interest Expense of the Borrower and its Subsidiaries for such period provided that for
the purposes of determining the Interest Coverage Ratio, the "Borrower and its Subsidiaries" shall be deemed not to include any of their discontinued operations (as determined in accordance with
GAAP).

"Interest Period"means, for each of the Eurodollar Rate Advances comprising part of the same Borrowing, the period commencing on the date
of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, as the case may be, and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions set forth below. The duration of each such Interest Period shall be one, two, three or six months as the Borrower may, upon notice received by the
Administrative Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the first day of such Interest Period, select; provided, however,that:



18

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"Internal Revenue Code"means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder.

"Investment"means, with respect to any Person, (a) any direct or indirect purchase or other acquisition (whether for cash,
securities, property, services or otherwise) by such Person of, or of a beneficial interest in, any Equity Interests or Indebtedness of any other Person, (b) any direct or indirect purchase or
other acquisition (whether for cash, securities, property, services or otherwise) by such Person of all or substantially all of the property and assets of any other Person or of any division, branch
or other unit of operation of any other Person, (c) any direct or indirect redemption, retirement, purchase or other acquisition for value by such Person from any other Person of any Equity
Interests in such other Person, (d) the making of a deposit by such Person with, or any direct or indirect loan, advance, other extension of credit or capital contribution by such Person to, or
any other investment by such Person in, any other Person (including, without limitation, any indebtedness or accounts receivable from such other Person that are not current assets or did not arise
from sales to such other Person in the ordinary course of business and any arrangement pursuant to which the investor incurs Indebtedness of the types referred to in clause (j) or (k) of
the definition of "Indebtedness"set forth above in this Section 1.01 in respect of such other Person) and (e) any agreement to make any
Investment (including any "short sale"or any sale of any securities at a time when such securities are not owned by the Person entering into such
sale). The amount of any Investment shall be the original cost of such Investmentplusthe cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

"IP Security Agreement Supplement"has the meaning specified in the Security Agreement.

"Issuing Bank"means the Initial Issuing Bank and each other Person to which the Letter of Credit Commitment has been assigned pursuant to
Section 8.07, in each case for so long as the Initial Issuing Bank or such other Person, as the case may be, shall be a party to this Agreement in such capacity, and solely with respect to
Existing Letters of Credit, means an Existing Issuing Bank.

"L/C Cash Collateral Account"has the meaning specified in the Trust Agreement.

"L/C Related Documents"has the meaning specified in Section 2.03(c)(ii)(A).

"Lead Arranger"has the meaning specified in the recital of parties to this Agreement.

"Lender Party"means any Lender, the Issuing Bank or the Swing Line Bank, as the context may require.

"Lenders"means, collectively, the Initial Lenders and each Person that becomes a Lender pursuant to Section 8.07, in each case for
so long as such Initial Lender or such other Person, as the case may be, shall a party to this Agreement in such capacity.

"Letter of Credit"has the meaning specified in Section 2.01(d).

"Letter of Credit Advance"means an advance made by the Issuing Bank or any of the Revolving Credit Lenders pursuant to
Section 2.03(c)(i).

"Letter of Credit Agreement"has the meaning specified in Section 2.03(a).

"Letter of Credit Commitment"means, with respect to the Issuing Bank at any time, the amount set forth opposite the Issuing Bank's name
on Part B of Schedule I hereto under the caption "Letter of Credit Commitment" or, if the Issuing Bank has entered into one or more Assignment and Assumptions, the amount set forth for
the Issuing Bank in the Register maintained by the

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Administrative Agent pursuant to Section 8.07(e) as the Issuing Bank's "Letter of Credit Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.

"Letter of Credit Facility"means, at any time, an amount equal to the lesser of (a) the amount of the Letter of Credit Commitment
at such time and (b) $50,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

"Leverage Ratio"means, with respect to the Borrower and its Subsidiaries at any date of determination, the ratio of (a) (i) all
Indebtedness of the Borrower and its Subsidiaries outstanding on such date that would (or would be required to) appear on the Consolidated balance sheet of the Borrower and its Subsidiaries lessthe
amount of any such Indebtedness arising under or attributable to the Convertible Preferred Securities plus(ii) to the extent not otherwise included in subclause (a)(i) of this definition,
(A) the face amount of all letters of credit
(including, without limitation, all Letters of Credit) issued for the account of the Borrower or any of its Subsidiaries and (B) the aggregate Net Investment in respect of all Transferred
Interests (each as defined in Schedule A to the Caremark Receivables Securitization Documents) purchased under the Caremark Receivables Securitization on or prior to such date to
(b) Consolidated EBITDA of the Borrower and the Material Subsidiaries for the most recently completed Measurement Period prior to such date provided that for the purposes of determining the
Leverage Ratio, the "Borrower and its Subsidiaries" shall be deemed not to include any of their discontinued operations (as determined in accordance with GAAP).

"Lien"means, with respect to any Person, (a) any mortgage, lien (statutory or other), pledge, hypothecation, security interest,
charge or encumbrance of any kind, (b) any assignment, deposit arrangement or lease intended as, or having the effect of, security, (c) any easement, right of way or other encumbrance on
title to real property or (d) any interest or title of any vendor, lender or other secured party under any conditional sale or other title retention agreement.

"Loan Documents"means, collectively, for all purposes of this Agreement and the Notes and any amendment, supplement or other modification
hereof or thereof and for all other purposes, (i) this Agreement, (ii) the Notes, (iii) the Subsidiaries Guarantee, (iv) the Collateral Documents, (v) each Letter of
Credit Agreement and (vi) each of the other agreements evidencing any of the Obligations of any of the Loan Parties, or supporting any of the other Obligations of any of the Loan Parties, owing
to the Finance Parties, as amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof and Section 8.01.

"Loan Parties"means, collectively, the Borrower and each of the Guarantors.

"Material Adverse Change"means any material adverse change in the business, condition (financial or otherwise), operations, liabilities
(actual or contingent), properties or prospects of the Borrower, individually, or the Borrower and its Subsidiaries, taken as a whole;providedthat the
occurrence or subsistence of any such material adverse change which has been disclosed by the Borrower in any filing made with the Securities and Exchange Commission prior to the date of this
Agreement shall not constitute a Material Adverse Change.

"Material Adverse Effect"means a material adverse effect on (a) the business, condition (financial or otherwise), operations,
liabilities (actual or contingent), properties or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any of the Lender
Parties under any of the Loan Documents or (c) the ability of any of the Loan Parties to perform their respective Obligations under any of the Loan Documents to which it is or is to be a party
(including for purposes of clauses (a) and (b) of this definition the imposition of materially burdensome
conditions thereon);providedthat the occurrence or subsistence of any such material adverse effect which has been disclosed by the Borrowers in any
filing made with the Securities and Exchange Commission prior to the date of this Agreement shall not constitute a Material Adverse Effect.

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"Material Subsidiary"means, at any date of determination, any Subsidiary of the Borrower (x) other than MP Receivables, that
either individually or, together with its Subsidiaries, taken as a whole, (a) owned more than 5% of the Consolidated Total Assets of the Borrower and its Subsidiaries as of the last day of the
most recently completed Fiscal Quarter on or prior to such date or (b) accounted for more than 5% of the Consolidated Net Income of the Borrower and its Subsidiaries for the most recently
completed Fiscal Quarter on or prior to such date, in each case as reflected in the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties on or
prior to such date and determined in accordance with GAAP for such period;provided, however, that solely for purposes of determining whether a
Subsidiary of the Borrower that was not a Subsidiary thereof on the first day of the most recently completed Fiscal Quarter on or prior to any such date constitutes a "Material Subsidiary" at such
date, the organization, creation, purchase or other acquisition of such Subsidiary shall be given pro forma effect as though it had occurred on the first day of such Fiscal Quarter; and provided furtherthat in the event at any time the aggregate Total Assets or the Net Income, as the case may be, of the Immaterial Subsidiaries is
in excess of 5% of the aggregate Consolidated Total Assets or Consolidated Net Income of the Borrower and its Subsidiaries, respectively, then the percentages set forth in respect of Material
Subsidiaries above shall be reduced so that the aggregate Consolidated Total Assets or Consolidated Net Income of the remaining Immaterial Subsidiaries (after giving effect to such reduction and the
resulting increase in number of Material Subsidiaries) is less than 5% of the aggregate Consolidated Total Assets or Consolidated Net Income of the Borrower and its Subsidiaries, or (y) which
is designated in writing by the Borrower to the Administrative Agent as a "Material Subsidiary" under this Agreement.

"Measurement Period"means, at any date of determination, the most recently completed four consecutive Fiscal Quarters on or immediately
prior to such date.

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

"MP Receivables"means MP Receivables Company, a Delaware corporation and a wholly-owned indirect Subsidiary of the Borrower, or any other
Person organized under the laws of the United States or any State thereof and a wholly-owned direct or indirect Subsidiary of the Borrower, in each case formed by the Borrower in connection with the
Caremark Receivables Securitization.

"MPN" means MedPartners Provider Network, Inc., a California corporation and a wholly-owned Subsidiary of the Borrower on the date
of this Agreement.

"MPN Plan of Reorganization"means the Second Amended Chapter 11 Plan of MedPartners Provider Network, Inc. dated July 7,
2000, as confirmed by the United States Bankruptcy Court, Central District of California, Los Angeles Division, on September 14, 2000, as amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof, but solely to the extent permitted under the terms of the Loan Documents.

"Multiemployer Plan"means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which any of the Loan Parties or any
of the ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan"means a single employer plan (as defined in Section 4001(a)(15) of ERISA) that (a) is maintained
for employees of any of the Loan Parties or any of the ERISA Affiliates and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of
which any of the Loan Parties or any of the ERISA Affiliates is reasonably expected to have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

"Net Cash Proceeds"means, with respect to any sale, lease, transfer or other disposition of any property or assets (other than the sale
of any Equity Interests of Team Health) or, as the case may be,

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the incurrence or issuance of any Indebtedness, or the sale or issuance of any Equity Interests in any Person (other than the sale of any Equity Interests of Team Health), the aggregate amount of
cash received from time to time (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person for its own account in connection with any
such transaction, after deducting therefrom (without duplication) only:



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"Note"means a Term Loan Note or a Revolving Credit Note, as the context may require.

"Notice of Borrowing"has the meaning specified in Section 2.02(a).

"Notice of Conversion"has the meaning specified in Section 2.09(a).

"Notice of Issuance"has the meaning specified in Section 2.03(a).

"Notice of Renewal"has the meaning specified in Section 2.01(d).

"Notice of Swing Line Borrowing"has the meaning specified in Section 2.02(b).

"Notice of Termination"has the meaning specified in Section 2.01(d).

"NPL"means the National Priorities List under CERCLA.

"Obligation"means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including,
without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in
Section 6.01(f). Without limiting the generality of the immediately preceding sentence, the Obligations of the Loan Parties under or in respect of the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys' fees and disbursements, indemnity payments and other amounts payable by any of the Loan Parties
under or in respect of any of the Loan Documents and (b) the obligation of any of the Loan Parties to reimburse any amount in respect of any of the items described above in clause (a) of
this definition that the Administrative Agent or any of the Lender Parties, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

"Off Balance Sheet Liabilities"means, with respect to any Person, (a) any repurchase obligation or liability, contingent or
otherwise, of such Person with respect to any accounts or notes receivable sold, transferred or otherwise disposed of by such Person, (b) any repurchase obligation or liability, contingent or
otherwise, of such Person with respect to property or assets leased by such Person as lessee and (c) all Obligations, contingent or otherwise, of such Person under any synthetic lease, tax
retention operating lease, off balance sheet loan or similar off balance sheet financing if the transaction giving rise to such Obligation (i) is considered indebtedness for borrowed money for
tax purposes but is classified as an Operating Lease or (ii) does not (and is not required to) appear as a liability on the Consolidated balance sheet of such Person and its Subsidiaries, but
excluding from the foregoing provisions of this definition any obligations or liabilities of any such Person as lessee under any Operating Lease so long as the terms of such Operating Lease do not
require any payment by or on behalf of such Person at the scheduled termination date of such Operating Lease, pursuant to a required purchase by or on behalf of such Person of the property or assets
subject to such Operating Lease, or under any arrangements pursuant to which such Person guarantees or otherwise assures any other Person of the value of the property or assets subject to such
Operating Lease.

"Open Year"means, with respect to any Person, any year for which United States federal income tax returns have been filed by or on behalf
of such Person and for which the expiration of the applicable statute of limitations for assessment, reassessment or collection has not occurred (whether by reason of extension or otherwise).

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"Operating Lease"means, with respect to any Person, any lease (including, without limitation, leases that may be terminated by the lessee
at any time) of any property (whether real, personal or mixed) that is not a Capitalized Lease or a lease under which such Person is the lessor.

"Other Taxes"has the meaning specified in Section 2.13(b).

"Participant" has the meaning assigned to such term in clause (d) of Section 8.07.

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

"Performance Level"means Performance Level I, Performance Level II, Performance Level III and Performance Level IV as identified in the
definition of "Applicable Margin" and "Applicable Percentage" specified above, in each case as the context may require.

"Permitted Liens"means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of
the Internal Revenue Code or by ERISA or any such Lien relating to or imposed in connection with any Environmental Action), in each case as to which no enforcement, collection, execution, levy or
foreclosure proceeding shall have been commenced:



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"Permitted Receivables Securitizations"means the Caremark Receivables Securitization, with the maximum face amount of accounts receivable
which may be sold and the minimum price which may be paid for such accounts receivables pursuant to the Caremark Receivables Securitization being such face amount as may be sold from time to time and
such price as may be paid from time to time pursuant to the Caremark Receivables Securitization Documents.

"Permitted Sale-Leaseback Transaction"means any sale, transfer or other disposition of any real property and related
improvements, fixtures and equipment owned by the Borrower or any of its Subsidiaries as of the date of this Agreement to any lender or investor and leased back by the Borrower or such
Subsidiary, as the case may be, upon or promptly following such sale, transfer or other disposition (whether under a Capitalized Lease or an Operating Lease); providedthat:



"Person"means an individual, partnership, corporation (including a business trust), limited liability company, unlimited liability
company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Plan"means a Single Employer Plan or a Multiple Employer Plan, as the context may require.

"Pledged Debt" has the meaning specified in the Security Agreement.

"Pledged Shares" has the meaning specified in the Security Agreement.

"Preferred Interests"means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or
priority over any other Equity Interests issued by such Person upon any distribution of such Person's property and assets, whether by dividend or upon liquidation.

"primary obligations"has the meaning specified in the definition of "Contingent
Obligation"set forth above in this Section 1.01.

"primary obligor"has the meaning specified in the definition of "Contingent Obligation"set forth above in this Section 1.01.

"Pro Rata Share"of any amount means, with respect to any of the Lenders at any time, the product of (a) a fraction the numerator
of which is the amount of such Lender's Commitment(s) under the applicable Facility or Facilities at such time (or, if the Commitments shall have been terminated
pursuant to Section 2.05 or 6.01 at or prior to such time, such Lender's Commitment(s) under the applicable Facility or Facilities as in effect immediately prior to such termination) and the
denominator of which is the aggregate amount of such Facility or Facilities at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01 at or prior to such
time, the applicable Facility or Facilities as in effect immediately prior to such termination)multiplied by(b) such amount.

"Redeemable"means, with respect to any Equity Interest (including, without limitation, Preferred Interests), any Indebtedness or any
other right or Obligation, any such Equity Interest, Indebtedness, right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by
operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

"Register"has the meaning specified in Section 8.07(e).

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

"Required Financial Information"means, at any date of determination, the Consolidated financial statements of the Borrower and its
Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties on or prior to such date pursuant to, and satisfying all of the requirements of, Section 5.03(b) or
5.03(c) and accompanied by the certificates and other information required to be delivered together therewith pursuant to Section 5.03(d).

"Required Lenders"means, at any time, Lenders owed or holding at least a majority in interest of the sum of (a) the aggregate
principal amount of all Advances outstanding at such time, (b) the aggregate obligations of the Lenders in respect of all Letters of Credit outstanding at such time and (c) the aggregate
Unused Revolving Credit Commitments at such time;provided, however, that if any Lender shall be a Defaulting Lender at such time, there shall be
excluded from the determination of Required Lenders at such time (i) the aggregate principal amount of all Advances owing to such Lender (in its capacity as a Lender) and outstanding at such
time, (ii) such Lender's Pro Rata Share of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) the Unused Revolving Credit Commitment of such
Lender at such time. For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and outstanding at such time and Letter of Credit Advances
owing to the Issuing Bank and outstanding at such time and the Available Amount of all Letters of Credit outstanding at such time shall be deemed to be owed to the Revolving Credit Lenders in
accordance with their respective Revolving Credit Commitments at such time.

"Required Principal Payments"means, with respect to any Person for any period, the sum of all regularly scheduled principal payments or
redemptions and all required prepayments, repurchases, redemptions or similar acquisitions for value of outstanding Indebtedness made or required to be made during such period, but excluding any such
payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 5.02(b)(xiii).

"Requirements of Law"means, with respect to any Person, all laws, constitutions, statutes, treaties, ordinances, rules and regulations,
all orders, writs, decrees, injunctions, judgments, determinations and awards of an arbitrator, a court or any other Governmental Authority, and all Governmental Authorizations, binding upon or
applicable to such Person or to any of its property, assets or businesses.

"Responsible Officer"means the chief executive officer, the president, the chief financial officer, the principal accounting officer or
the treasurer (or the equivalent of any of the foregoing) of the Borrower or any of its Subsidiaries or any other officer, partner or member (or person performing similar functions) of the Borrower or
any of its Subsidiaries responsible for overseeing the administration of, or reviewing compliance with, all or any portion of this Agreement or any of the other Loan Documents.

"Revolving Credit Advance"means, with respect to each of the Revolving Credit Lenders, any advance made by such Revolving Credit Lender
to the Borrower pursuant to Section 2.01(b).

"Revolving Credit Borrowing"means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by the Revolving
Credit Lenders.

"Revolving Credit Commitment"means, with respect to any of the Revolving Credit Lenders at any time, the amount set forth opposite such
Revolving Credit Lender's name on Schedule I hereto under the caption "Revolving Credit Commitment" or, if such Revolving Credit Lender has entered into one or more Assignment and Assumptions,
the amount set forth for such Revolving Credit Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(e) as such Revolving Credit

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Lender's "Revolving Credit Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.

"Revolving Credit Facility"means, at any time, the aggregate Revolving Credit Commitments of all of the Revolving Credit Lenders at such
time.

"Revolving Credit Lender"means, at any time, any of the Lenders that has a Revolving Credit Commitment at such time.

"Revolving Credit Note"means a promissory note of the Borrower payable to the order of any of the Revolving Credit Lenders, in
substantially the form of Exhibit A-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Advances made
by such Revolving Credit Lender.

"S&P"means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

"Secured Obligations" has the meaning specified in Section 2 of the Security Agreement.

"Secured Parties"means, collectively, the Agents, the Lender Parties, the Hedge Banks, the Collateral Trustee and the holders of the
Senior Notes.

"Securities Act"means the Securities Act of 1933, as amended, and the regulations promulgated and the rulings issued thereunder.

"Security Agreement" means the pledge and security agreement dated March 15, 2001 executed by the Borrower, Caremark
International Inc. and Caremark Inc. under the Existing Credit Agreement and which has been ratified by such parties pursuant to Section 3.01(g)(v) hereof.

"Security Agreement Supplement" has the meaning specified in the Security Agreement.

"Senior Financial Officer"means the chief executive officer, the chief financial officer, the principal accounting officer or the
treasurer of the Borrower.

"Senior Notes"means the 73/8% senior notes of the Borrower due 2006 in an aggregate principal amount of $450,000,000
issued pursuant to the terms of the Senior Notes Indenture.

"Senior Notes Documents"means the Senior Notes Indenture, the Senior Notes and all of the other agreements, instruments and other
documents pursuant to which the Senior Notes were issued or otherwise setting forth the terms of the Senior Notes, in each case as such agreement, instrument or other document may be amended,
supplemented or otherwise modified hereafter from time to time in
accordance with the terms thereof, but solely to the extent permitted under the terms of the Loan Documents.

"Senior Notes Indenture"means the Indenture dated as of October 8, 1996 between the Borrower and U.S. Bank Trust National
Association (as successor to The First National Bank of Chicago), as Trustee, as such agreement may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the
terms thereof, but solely to the extent permitted under the terms of the Loan Documents.

"Single Employer Plan"means a single employer plan (as defined in Section 4001(a)(15) of ERISA) that (a) is maintained for
employees of any of the Loan Parties or any of the ERISA Affiliates and no Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any of
the Loan Parties or any of the ERISA Affiliates is reasonably expected to have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

"Solvent"means, with respect to any Person on any date of determination, that, on such date:



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The
amount of contingent liabilities of any such Person at any time shall be computed as the amount that, in the light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability.

"SPC"has the meaning specified in Section 8.07(k).

"Special Purpose Vehicle"means (a) in the case of the Caremark Receivables Securitization, MP Receivables and (b) in the
case of any other Permitted Receivables Securitization, any Person that is not a Material Subsidiary (i) which has been organized for the sole purpose of effecting one or more Permitted
Receivables Securitizations, (ii) which has no property, assets or liabilities other than those directly acquired or incurred in connection with such Permitted Receivables Securitizations,
(iii) all of the liabilities and other Obligations of which are nonrecourse for the payment or performance thereof to the Borrower or any of its Subsidiaries other than reasonable and customary
liabilities for the breach of representations and warranties of the Borrower or any of its Subsidiaries that are not related to the creditworthiness of the accounts receivable of the Borrower or any
of its Subsidiaries and (iv) the legal structure (if other than a corporation, limited partnership or limited liability company organized under the laws of any state of the United States of
America) and the capitalization of which have been approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed.

"Subordinated Debt"means any unsecured Indebtedness of the Borrower subordinated in right of payment to the payment in full of the
Obligations of the Borrower hereunder and such other senior obligations of the Borrower as are provided therein; provided that (i) the negative covenants in such subordinated Indebtedness are
less restrictive than the negative covenants in this Agreement as in effect at the time such subordinated Indebtedness is incurred, (ii) the affirmative covenants in such subordinated
Indebtedness are no more burdensome than the affirmative covenants in this Agreement as in effect at the time such subordinated Indebtedness is incurred, (iii) such subordinated Indebtedness
does not cross-default to other Indebtedness other than default in payment at final stated maturity (but may cross-accelerate to other Indebtedness of the Borrower) and contains other events of
default customary for subordinated debt instruments prevailing at the time such subordinated Indebtedness is incurred and (iv) the subordination provisions in such subordinated Indebtedness are
acceptable to the Administrative Agent in its reasonable discretion.

"Subsidiaries Guarantee"means the Amended and Restated Subsidiaries Guarantee dated as of the date hereof and referred to in
Section 3.01(g)(vi) hereof.

"Subsidiary"means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, unlimited
liability company, trust or estate of which (or in which) more than 50% of:



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is
at the time, directly or indirectly, owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries; provided,
however, that, notwithstanding any of the other provisions of this Agreement, none of the Captive Professional Corporations shall constitute a Subsidiary of the Borrower or any of its Subsidiaries for
purposes of the Loan Documents.

"Swing Line Advance"means an advance made by (a) the Swing Line Bank pursuant to Section 2.01(c) or (b) any of the
Revolving Credit Lenders pursuant to Section 2.02(b)(ii).

"Swing Line Bank"has the meaning specified in the recital of parties to this Agreement.

"Swing Line Borrowing"means a borrowing consisting of (a) a Swing Line Advance made by the Swing Line Bank pursuant to
Section 2.01(c) or (b) simultaneous Swing Line Advances made by the Revolving Credit Lenders pursuant to Section 2.02(b)(ii).

"Swing Line Commitment"means, with respect to the Swing Line Bank at any time, the amount set forth opposite the Swing Line Bank's name
on Part B of Schedule I hereto under the caption "Swing Line Commitment", as such amount may be reduced at or prior to such time pursuant to Section 2.05.

"Swing Line Facility"means, at any time, an amount equal to the lesser of (a) the amount of the Swing Line Commitment at such time
and (b) $25,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

"Syndication Agent"has the meaning specified in the recital of parties to this Agreement.

"Taxes"has the meaning specified in Section 2.13(a).

"Team Health" means Team Health, Inc. and each of its Subsidiaries comprising part of the contract services division of the
Borrower.

"Term Loan Advance"means, with respect to each of the Term Loan Lenders, the single advance to be made on the Effective Date by such Term
Loan Lender to the Borrower pursuant to Section 2.01(a).

"Term Loan Borrowing"means a borrowing consisting of simultaneous Term Loan Advances of the same Type made by the Term Loan Lenders.

"Term Loan Commitment"means, with respect to any of the Term Loan Lenders at any time, the amount set forth opposite such Term Loan
Lender's name on Part B of Schedule I hereto under the caption "Term Loan Commitment" or, if such Term Loan Lender has entered into one or more Assignment and Assumptions, the amount set
forth for such Term Loan Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(e) as such Term Loan Lender's "Term Commitment", as such amount may be reduced at
or prior to such time pursuant to Section 2.05.

"Term Loan Facility"means, at any time, the aggregate Term Loan Commitments of all of the Term Loan Lenders at such time.

"Term Loan Lender"means, at any time, any of the Lenders that has a Term Loan Commitment at such time.

"Term Loan Maturity Date"means the earlier of (a) the date of termination in whole of the Term Loan Commitments of the Term Loan
Lenders pursuant to Section 2.05 or 6.01 and (b) March 31, 2006.

"Term Loan Note"means a promissory note of the Borrower payable to the order of any of the Term Loan Lenders, in substantially the form
of Exhibit A-1 hereto, evidencing the indebtedness of the

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Borrower to such Term Loan Lender resulting from the Term Loan Advance made by such Term Loan Lender.

"Termination Date"means the earlier of (a) the date of termination in whole of all of the Commitments of the Lender Parties
pursuant to Section 2.05 or 6.01 and (b) (i) with respect to the Term Loan Facility,
the Term Loan Maturity Date, and (ii) with respect to the Revolving Credit Facility and the Swing Line Facility, March 15, 2005.

"Trust Agreement" means the trust agreement dated March 15, 2001 between the Borrower, Caremark International Inc.,
Caremark Inc. and the Collateral Trustee, which has been ratified pursuant to Section 3.01(g)(v) hereof.

"Type"refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

"Unused Revolving Credit Commitment"means, with respect to any of the Revolving Credit Lenders at any time, (a) the Revolving
Credit Commitment of such Revolving Credit Lender at such timeless(b) the sum of:



"Voting Interests"means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders
of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.

"Withdrawal Liability"has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

SECTION
1.02.Computation of Time Periods; Other Constructional Provisions.In this Agreement and the other Loan
Documents, in the computation of periods of time from a specified date to a later specified date, the word "from"means "from and including", the word
"through"means "through and including"
and the words "to"and "until"each means "to but excluding". References in this Agreement or any of the
other Loan Documents to any agreement, instrument or other document "as amended"shall mean and be a reference to such agreement, instrument or other
document as amended, amended and restated, supplemented or otherwise modified hereafter from time to time in accordance with its terms, but solely to the extent permitted hereunder. In this Agreement,
the words"herein", "hereof"and words of similar import refer to the entirety of this Agreement and not to any particular Section, subsection, or
Article of this Agreement.

SECTION
1.03.Accounting Terms.All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with those applied in the preparation of the Consolidated financial statements of the Borrower and its Subsidiaries referred to in
Section 4.01(f) ("GAAP").

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SECTION
1.04.Currency Equivalents Generally.Any amount specified in this Agreement (other than in Articles II,
VII and VIII) or any of the other Loan Documents to be in U.S. dollars shall also include and be a reference to the equivalent of such amount in any currency other than U.S. dollars, such
equivalent amount to be determined at the rate of exchange quoted by BofA in Charlotte, North Carolina at the close of business on the Business Day immediately preceding any date of determination
thereof to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in U.S. dollars with such other currency.

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES
AND THE LETTERS OF CREDIT

SECTION 2.01.The Advances and the Letters of Credit.

(a)The Term Loan Advances.Each Term Loan Lender severally agrees, on the terms and conditions hereinafter set
forth, to make a single Term Loan Advance in U.S. dollars to the Borrower on the Effective Date in an amount not to exceed the Term Loan Commitment of such Term Loan Lender at such time. The Term Loan
Borrowing shall consist of Term Loan Advances made simultaneously by the Term Loan Lenders in accordance with their respective Pro Rata Shares of the Term Loan Facility. Amounts borrowed under this
Section 2.01(a) and repaid or prepaid may not be reborrowed.



(c)The Swing Line Advances.The Borrower may request the Swing Line Bank to make, and the Swing Line Bank shall
make, unless it promptly notifies the Borrower of its reasonable objection to doing so, on the terms and conditions hereinafter set forth, Swing Line Advances to the Borrower from time to time on any
Business Day during the period from the Effective Date until the Termination Date for the Swing Line Facility in an amount (i) for all outstanding Swing Line Advances not to exceed the Swing
Line Facility on such Business Day and (ii) for each such Swing Line Advance not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders on such Business
Day. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Advance shall be in an amount of $1,000,000 or an integral
multiple of $500,000 in excess thereof and shall be comprised of a Base Rate Advance. Within the limits of the first sentence of this Section 2.01(c), so long as the Swing Line Bank has not
notified the Borrower of its reasonable objection to making Swing Line Advances, the Borrower may borrow under this Section 2.01(c), repay pursuant to Section 2.04(c) or prepay pursuant
to Section 2.06(a) and reborrow under this Section 2.01(c).

(d)Letters of Credit.The Borrower, the Existing Issuing Bank, the Initial Issuing Bank and each of the
Revolving Credit Lenders hereby agree that each of the Existing Letters of Credit shall, on and

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after the Effective Date, be deemed for all purposes of this Agreement to be a Letter of Credit issued and outstanding under the terms of this Agreement. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue standby letters of credit (each a "Letter of Credit") in U.S. dollars for the account of the Borrower in
favor of any Person (other than the Borrower or any of its Subsidiaries) from time to time on any Business Day during the period from the Effective Date to ten Business Days before the scheduled
Termination Date for the Revolving Credit Facility (i) in an aggregate Available Amount for all outstanding Letters of Credit not to exceed the Letter of Credit Facility on such Business Day
and (ii) in an Available Amount for each such Letter of Credit not to exceed the aggregate Unused Revolving Credit Commitment of the Revolving Credit Lenders on such Business Day. No Letter of
Credit shall have an expiration date (including all rights of the Borrower or the beneficiary of such Letter of Credit to require renewal) later than the earlier of (A) ten Business Days prior
to the scheduled Termination Date for the Revolving Credit Facility and (B) one year after the date of issuance thereof, but any such Letter of Credit may by its terms be renewable annually
upon notice (a "Notice of Renewal" ) given to the Issuing Bank and the Administrative Agent on or prior to any date for notice of renewal set forth in
such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Letter of Credit and upon fulfillment of the applicable conditions set forth in
Article III, unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit
but in any event at least ten Business Days prior to the date of automatic renewal of its election not to renew such Letter of Credit (a "Notice of
Termination");providedthat the terms of each of the Letters of Credit that is automatically renewable annually
(1) shall require the Issuing Bank to give the beneficiary of such Letter of Credit notice of any Notice of Termination, (2) shall permit such beneficiary, upon receipt of such notice,
to draw under such Letter of Credit prior to the date on which such Letter of Credit otherwise would have been automatically renewed and (3) shall not permit the expiration date (after giving
effect to any renewal) of such Letter of Credit in any event to be extended to a date that is later than ten Business Days prior to the scheduled Termination Date for the Revolving Credit Facility. If
either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to the immediately preceding sentence, the related Letter of Credit shall
expire on the date on which it otherwise would have been automatically renewed;provided, however, that in the absence of receipt of a Notice of Renewal
the Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a
Notice of Renewal had been timely delivered and, in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Within the limits of the Letter of
Credit Facility, and subject to the limits referred to above in this Section 2.01(d), the Borrower may request the issuance of Letters of Credit under this Section 2.01(d), repay any
Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(b) and request the issuance of additional Letters of Credit under this Section 2.01(d).

SECTION
2.02.Making the Advances.

(a)    Except
as otherwise provided in Section 2.02(b) or 2.03 or in respect of any Borrowing requested to be made on the Effective Date (in which case notice shall be
given not later than one Business Day prior to the Effective Date and which Borrowing shall be comprised of Base Rate Advances), each Borrowing (other than a Swing Line Borrowing) shall be made on
notice, given not later than 1:00 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing comprised of Eurodollar
Rate Advances, or on the same Business Day as the date of the proposed Borrowing in the case of a Borrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall
give prompt notice thereof to each of the Appropriate Lenders by telecopier. Each notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed promptly (and, in any event, on the same Business Day) in writing, or by telecopier, shall be in substantially the form of Exhibit B-1 hereto and duly executed by a
Responsible Officer of the Borrower, and shall specify therein: (i) the requested date of such

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Borrowing (which shall be a Business Day); (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing;
(iv) the requested aggregate principal amount of such Borrowing; and (v) in the case of a Borrowing comprised of Eurodollar Rate Advances, the requested duration of the initial Interest
Period for each such Advance. Each Appropriate Lender shall, before 3:00 P.M. (Charlotte, North Carolina time) on the date of such Borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's Pro Rata Share of such Borrowing. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower's Account; provided,
however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the
aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank and the Issuing Bank, respectively, and by any Revolving Credit Lender and outstanding
on the date of such Revolving Credit Borrowing, together with all accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank and to each such
Revolving Credit Lender for repayment of such outstanding Swing Line Advances and Letter of Credit Advances.



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(c)    Anything
in subsection (a) of this Section 2.02 to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09(b) or 2.10. In addition, the Term Loan Advances may not be outstanding as part of more than one Borrowing comprised of Eurodollar Rate Advances and the Revolving Credit Advances
may not be outstanding as part of more than eight separate Borrowings comprised of Eurodollar Rate Advances.

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(d)    Each
Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each of the Appropriate Lenders against any loss, cost or expense incurred by such Lender as a result
of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any
loss (excluding loss of anticipated profits), cost
or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such
Borrowing when such Eurodollar Rate Advance, as a result of such failure, is not made on such date. A certificate of the Lender requesting compensation pursuant to this subsection (d), submitted to
the Borrower by such Lender (with a copy to the Administrative Agent) and specifying therein the amount of such additional compensation (including the basis of calculation thereof), shall be
conclusive and binding for all purposes, absent manifest error.

(e)    Unless
the Administrative Agent shall have received notice from an Appropriate Lender prior to the date of any Borrowing under a Facility under which such Lender has a
Commitment that such Lender will not make available to the Administrative Agent such Lender's Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made the amount
of such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make a corresponding amount available to the Borrower on such date. If and to the extent that such Lender shall not have so made the amount of such Pro Rata Share
available to the Administrative Agent, such Lender and the Borrower severally agree to repay or to pay to the Administrative Agent forthwith on demand such corresponding amount, together with all
accrued and unpaid interest thereon, for each day from the date on which such corresponding amount is made available to the Borrower until the date on which such corresponding amount is repaid or paid
to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable under Section 2.07 at such time to Advances comprising part of such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such corresponding amount so paid shall constitute such
Lender's Advance as part of such Borrowing for all purposes under this Agreement.

(f)    The
failure of any of the Lenders to make the Advance to be made by it as part of any Borrowing shall not relieve any of the other Lenders of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but none of the Lenders shall be responsible for the failure of any of the other Lenders to make the Advance to be made by such other
Lender on the date of any Borrowing.

SECTION
2.03.Issuance of and Drawings and Reimbursement Under Letters of Credit.

(a)Request for Issuance.Each Letter of Credit shall be issued upon notice, given not later than 12:00 noon
(Charlotte, North Carolina time) on the second Business Day prior to the date of the proposed issuance of such Letter of Credit (or such later day as the Issuing Bank in its sole discretion shall
agree), by the Borrower to the Issuing Bank, which shall give the Administrative Agent and each of the Revolving Credit Lenders prompt notice thereof by telecopier. Each notice of issuance of a Letter
of Credit (a "Notice of Issuance") shall be substantially in the form of Exhibit B-4 hereto and shall be by telephone, confirmed
promptly (and, in any event, on the same Business Day) in writing, or by telecopier, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (i) the
requested date of such issuance (which shall be a Business Day); (ii) the requested Available Amount of such Letter of Credit; (iii) the requested expiration date of such Letter of
Credit (which shall comply with the requirements of Section 2.01(d)); (iv) the name and address of the proposed beneficiary of such Letter of Credit; and (v) the proposed form of
such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as the Issuing Bank may

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specify to the Borrower for use in connection with such requested Letter of Credit (a "Letter of Credit Agreement"). If the requested form of such
Letter of Credit is acceptable to the Issuing Bank in its reasonable discretion, the Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter
of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance. If and to the extent that the provisions
of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern.

(b)Letter of Credit Reports.The Issuing Bank shall furnish to the Administrative Agent and each of the
Revolving Credit Lenders on the first Business Day of each calendar quarter a written report setting forth (i) the issuance and expiration dates of all Letters of Credit issued during the
immediately preceding calendar quarter and the drawings under all Letters of Credit outstanding during such immediately preceding calendar quarter and (ii) the average daily aggregate Available
Amount of all Letters of Credit outstanding during the immediately preceding calendar quarter.

(c)Drawing and Reimbursement.(i)    The payment by the Issuing Bank of a draft drawn under any
Letter of Credit shall constitute for all purposes of this Agreement the making by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon
demand by the Issuing Bank, with a copy of such demand to the Administrative Agent, each of the Revolving Credit Lenders shall purchase from the Issuing Bank, and the Issuing Bank shall sell and
assign to each of the Revolving Credit Lenders, such Revolving Credit Lender's Pro Rata Share of each of the outstanding Letter of Credit Advances owing to the Issuing Bank as of the date of such
demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Issuing Bank, at the Administrative Agent's Account, in same day funds,
an amount equal to its Pro Rata Share of each such outstanding Letter of Credit Advance. Promptly after receipt of such funds, the Administrative Agent shall transfer such funds to the Issuing Bank at
its Applicable Lending Office. Each of the Revolving Credit Lenders hereby agrees to purchase its Pro Rata Share of each outstanding Letter of Credit Advance owing to the Issuing Bank for which a
demand for the purchase thereof has been made on (A) the Business Day on which demand therefor is made by the Issuing Bank so long as notice of such demand is given not later than
2:00 P.M. (Charlotte, North Carolina time) on such Business Day or (B) the first Business Day next succeeding such demand if notice of such demand is given after such time. The Borrower
hereby agrees to each such sale and assignment. Upon any such assignment by the Issuing Bank to any of the Revolving Credit Lenders of a portion of a Letter of Credit Advance owing to the Issuing
Bank, the Issuing Bank represents and warrants to such Revolving Credit Lender that the Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any
adverse claim, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, any of the Loan Documents or any of the Loan Parties. If and
to the extent that any of the Revolving Credit Lenders shall not have so made its Pro Rata Share of any applicable Letter of Credit Advance available to the Administrative Agent in accordance with the
foregoing provisions of this subsection (c)(i), such Revolving Credit Lender hereby agrees to pay to the Administrative Agent forthwith on demand the amount of its Pro Rata Share of such Letter of
Credit Advance, together with all accrued and unpaid interest thereon, for each day from the date of demand therefor by the Issuing Bank until the date on which such amount is paid to the
Administrative Agent, at the Federal Funds Rate. If any of the Revolving Credit Lenders shall pay to the Administrative Agent the amount of its Pro Rata Share of any applicable Letter of Credit
Advance for the account of the Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance
made by such Revolving Credit Lender on such Business Day for all purposes of this Agreement, and the outstanding principal amount of the applicable Letter of Credit Advance made by the Issuing Bank
shall be reduced by such amount on such Business Day.

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(d)Failure to Make Letter of Credit Advances.The failure of any of the Revolving Credit Lenders to purchase
its Pro Rata Share of any outstanding Letter of Credit Advance owing to the Issuing Bank for which a demand for the purchase thereof has been made pursuant to Section 2.03(c)(i) shall
not relieve any of the other Revolving Credit Lenders of its obligation to purchase its Pro Rata Share of such outstanding Letter of Credit Advance on the date of demand therefor, but none of the
Revolving Credit Lenders shall be responsible for the failure of any of the other Revolving Credit Lenders to purchase its Pro Rata Share of such outstanding Letter of Credit Advance on the date of
demand therefor.

SECTION
2.04.Repayment of Advances.

(a)Term Loan Facility.The Borrower shall repay to the Administrative Agent for the ratable account of the Term
Loan Lenders on each of the dates set forth below the Term Loan Advances in an amount equal to the percentage of the aggregate principal amount of all Term Loan Advances outstanding on the Effective
Date and set forth opposite such dates (in each case which amounts shall be reduced as a result of the application of prepayments in accordance with Section 2.06):

Date

PercentageJune 30, 2002

0.25%September 30, 2002

0.25%December 31, 2002

0.25%March 31, 2003

0.25%June 30, 2003

0.25%September 30, 2003

0.25%December 31, 2003

0.25%March 31, 2004

0.25%June 30, 2004

0.25%September 30, 2004

0.25%December 31, 2004

0.25%March 31, 2005

0.25%June 30, 2005

0.25%September 30, 2005

0.25%December 31, 2005

0.25%March 31, 2006

96.25%


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provided, however, that, notwithstanding the foregoing provisions of this Section 2.04(a), the final principal repayment installment of the Term
Loan Advances shall be repaid in full on the Termination Date for the Term Loan Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loan Advances
outstanding on such date.

(b)Revolving Credit Facility.The Borrower shall repay to the Administrative Agent for the ratable account of
the Revolving Credit Lenders on the Termination Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Advances outstanding on such date.

(c)Swing Line Advances.The Borrower shall repay to the Administrative Agent for the account of the Swing Line
Bank and, if applicable, each of the Revolving Credit Lenders on the earlier of (i) the maturity date for each Swing Line Advance as specified in the related Notice of Swing Line Borrowing
(which maturity shall be no later than the 30th day after the date on which such Swing Line Borrowing was initially made by the Swing Line Bank) and (ii) the Termination Date for
the Revolving Credit Facility, the principal amount of each such Swing Line Advance made by each of them and outstanding on such date.

(d)Letter of Credit Advances.



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SECTION
2.05.Termination or Reduction of the Commitments.

(a)Optional.The Borrower, upon at least three Business Days' notice to the Administrative Agent (but in any
event no more frequently than three times during each Fiscal Quarter), may terminate in whole or reduce in part the Unused Revolving Credit Commitments;provided,
however,that each partial reduction of the Revolving Credit Facility shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof or,
if less, the aggregate amount of the Revolving Credit Facility.

(b)Mandatory.



(c)Application of Commitment Reductions.Upon each reduction of any of the Facilities pursuant to this
Section 2.05, the Commitment of each of the Appropriate Lenders under such Facility shall be reduced by such Lender's Pro Rata Share of the amount by which such Facility is reduced.

SECTION
2.06.Prepayments.

(a)Optional.The Borrower may, upon at least three Business Days' notice to the Administrative Agent stating
the Facility under which Advances are proposed to be prepaid and the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the
aggregate principal amount of the Advances comprising part of the same Borrowing and outstanding on such date, in whole or ratably in part;provided,
however,that (i) each partial prepayment of the Term Loan Advances or Revolving Credit Advances shall be in an aggregate principal amount of $5,000,000 or
an integral multiple of $500,000 in excess thereof and (ii) no such prepayment of a Eurodollar Rate Advance shall be made other than on the last day of an Interest Period therefor. Each
prepayment of the Term Loan Advances pursuant to this subsection (a) shall be applied ratably to the principal repayment installments thereof in inverse order of maturity.

(b)Mandatory.



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(c)Prepayments to Include Accrued Interest, Etc.All prepayments under this Section 2.06 shall be made
together with (A) accrued and unpaid interest to the date of such prepayment on the principal amount so prepaid and (B) in the case of any such prepayment of a Eurodollar Rate Advance on
a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Advance pursuant to Section 8.04(c).

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SECTION
2.07.Interest.

(a)Scheduled Interest.The Borrower shall pay interest on the unpaid principal amount of each Advance owing to
each Lender Party from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:



(b)Default Interest.Upon the occurrence and during the continuance of a Default under Section 6.01(a)
or 6.01(f) or any Event of Default, the Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing to each Lender Party, payable in arrears on the dates referred to in
clause (i) or (ii) of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such
Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and (ii) to the fullest extent permitted under applicable law, the amount of any interest, fee or
other amount payable under this Agreement or any of the other Loan Documents to any of the Agents or any of the Lender Parties that is not paid when due, from the date such amount shall be due until
such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and, in
all other cases, on Base Rate Advances pursuant to clause (i) of Section 2.07(a).

(c)Notice of Interest Rate.Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a),
a Notice of Conversion pursuant to Section 2.09(a) or a notice of selection of an Interest Period pursuant to the definition of "Interest Period"
set forth in Section 1.01, the Administrative Agent shall give notice to the Borrower and each of the Appropriate Lenders of the applicable interest rate determined by the Administrative Agent
for purposes of clause (i) or (ii) of Section 2.07(a), as applicable.

SECTION
2.08.Fees.

(a)Commitment Fee.The Borrower shall pay to the Administrative Agent for the account of the Lenders a fee (the
"Commitment Fee"), from the date of this Agreement in the case of each of the Initial Lenders and from the effective date specified in the Assignment
and Assumption pursuant to which it became a Lender in the case of each of the other Lenders until the Termination Date for the Revolving Credit Facility, payable in arrears quarterly on the last day
of each June, September, December and March, commencing June 30, 2002, and on the Termination Date for the Revolving Credit Facility, at the rate per annum equal to the Applicable Percentage in
effect from time to time on the sum of (i) the average daily Unused Revolving Credit Commitment of each of the Revolving Credit Lenders and (ii) such Revolving Credit Lender's Pro Rata
Share of the average daily outstanding Swing Line Advances during such quarter;provided, however, that no commitment fee shall

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accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b)Letter of Credit Fees, Etc.



(c)Agent's Fees.The Borrower shall pay to the Administrative Agent for the account of the Agents such fees as
may from time to time be agreed between the Borrower and the Administrative Agent.

SECTION
2.09.Conversion of Advances.

(a)Optional.The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than
1:00 P.M. (Charlotte, North Carolina time) on the third Business Day prior to the date of the proposed Conversion in the case of a Conversion of Base Rate Advances into Eurodollar Rate Advances
or of Eurodollar Rate Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, or 1:00 P.M. (Charlotte, North Carolina time) on the Business Day immediately
preceding the date of the proposed Conversion in the case of a Conversion of Eurodollar Rate Advances into Base Rate Advances, and subject to the provisions of Section 2.10, Convert all or any
portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type;provided, however, that:



Each
notice of a Conversion (a "Notice of Conversion") shall be delivered by telephone, confirmed promptly (and, in any event, on the same Business Day)
in writing, or by telecopier, shall be in substantially the form of Exhibit B-3 hereto and duly executed by a Responsible Officer of the Borrower, and shall, within the restrictions
set forth in the immediately preceding sentence, specify therein:



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The
Administrative Agent shall give each of the Appropriate Lenders prompt notice of each Notice of Conversion received by it, by telecopier. Each Notice of Conversion shall be irrevocable and binding
on the Borrower.

(b)Mandatory.



SECTION
2.10.Increased Costs, Etc.

(a)    If,
due to either (i) the introduction of or any change (other than any change by way of the imposition of or increase in reserve requirements included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any Requirement of Law after the date of this Agreement or (ii) the compliance with any directive, guideline or
request from any central bank or other Governmental Authority or any change therein or in the interpretation, application, implementation,
administration or enforcement thereof, that, in any case under this clause (ii), becomes effective or is issued or made after the date of this Agreement (whether or not having the force of
law), there shall be any increase in the cost to any of the Lender Parties of agreeing to make or making, agreeing to participate in or participating in, agreeing to renew or renewing or funding or
maintaining any Advances of either Type, or of agreeing to issue or of issuing, maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Swing Line Advances
or Letter of Credit Advances, or any reduction in the amount owing to any of the Lender Parties or their respective Applicable Lending Offices under this Agreement in respect of any Advances of either
Type (excluding, for purposes of this Section 2.10, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (B) changes
in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender Party is organized or has either of its
Applicable Lending Offices or any political subdivision thereof), then the Borrower hereby agrees to pay, from time to time upon demand by such Lender Party (with a copy of such demand to the
Administrative Agent), to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate or to reimburse such Lender Party for all such increased costs or
reduced amounts. Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request
additional compensation from the Borrower pursuant to this subsection (a), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such
additional compensation and the amount of such additional compensation

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(including the basis of calculation thereof), which notice shall be conclusive and binding for all purposes, absent manifest error;provided, however,
that none of the Lender Parties shall be entitled to additional compensation under this subsection (a) for any such cost incurred or reduced amount suffered from and after the date that is
180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional compensation, such Lender Party may use reasonable averaging and
attribution methods. If any of the Lenders requests additional compensation from the Borrower under this subsection (a) in respect of its making, participating in or renewing Eurodollar Rate
Advances, the Borrower may, upon notice to such Lender (with a copy of such notice to the Administrative Agent), suspend the obligation of such Lender to make, participate in and/or renew Eurodollar
Rate Advances until the circumstances giving rise to such request no longer exist and, during such time, all Eurodollar Rate Advances that would otherwise be made by such Lender as part of any
Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances shall, notwithstanding the provisions of Section 2.07, be made at
the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing.

(b)    If
any of the Lender Parties determines that compliance with any Requirement of Law or any directive, guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), or any change therein or in the interpretation, application, implementation, administration or enforcement thereof, that is enacted or becomes
effective, or is implemented or is first required or expected to be complied with after the date of this Agreement, affects the amount of capital required or expected to be maintained by such Lender
Party (or either of the Applicable Lending Offices of such Lender Party) or by any Person controlling such Lender Party and that the amount of such capital is increased by or is based upon the
existence of the commitment of such Lender Party to lend hereunder or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or
participation in the Letters of Credit (or similar contingent obligations), then the Borrower hereby agrees to pay, upon demand by such Lender Party (with a copy of such demand to the Administrative
Agent), to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional
amounts sufficient to compensate such Lender Party or such Person in light of such circumstances, to the extent that such Lender Party or such Person reasonably determines such increase in capital to
be allocable to the existence of the commitment of such Lender Party to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any
Letters of Credit. Each of the Lender Parties shall, as promptly as practicable after such Lender Party obtains knowledge of such circumstances and the determination of such Lender Party to request
additional compensation from the Borrower pursuant to this subsection (b), provide notice to the Administrative Agent and the Borrower of the circumstances entitling such Lender Party to such
additional compensation and the amount of such additional compensation (including the basis of calculation thereof), which notice shall be conclusive and binding for all purposes, absent manifest
error;provided, however,that none of the Lender Parties shall be entitled to additional compensation under this subsection (b) for any such
increases in capital required from and after the date that is 180 days prior to the date such Lender Party first delivers such notice to the Borrower. In determining any such additional
compensation, such Lender Party may use reasonable averaging and attribution methods.

(c)    If,
with respect to any Eurodollar Rate Advances under any of the Facilities, Lenders owed or holding not less than a majority in interest of the aggregate principal
amount of all Advances outstanding under such Facility at any time notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, participating in or renewing, or funding or maintaining, their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate

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Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrower (promptly following notice thereof from the Appropriate Lenders) that such Lenders have determined that the circumstances causing such suspension no longer exist.

(d)    Notwithstanding
any of the other provisions of this Agreement, if the introduction of or any change in or in the interpretation of any Requirements of Law shall make it
unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar
Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, upon notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent,
(i) each Eurodollar Rate Advance of such Lender will automatically, on the last day of the then existing Interest Period therefor, if permitted under applicable law, or otherwise upon demand,
Convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower (promptly following notice thereof from such Lender) that such Lender has determined that the circumstances causing such suspension no longer exist. If the obligation of a Lender
to make Eurodollar Rate Advances is suspended pursuant to this subsection (d), then until the circumstances that gave rise to such suspension no longer apply to such Lender, all Eurodollar Rate
Advances that would otherwise be made by such Lender as part of any Borrowing shall be made instead as Base Rate Advances and all payments of principal of and interest on such Base Rate Advances
shall, notwithstanding the provisions of Section 2.07, be made at the same time as payments on the Eurodollar Rate Advances otherwise comprising part of such Borrowing.

(e)    Each
of the Lenders hereby agrees that, upon the occurrence of any circumstances entitling such Lender to additional compensation or to cease making, participating in or
renewing, or funding or maintaining, Eurodollar Rate Advances under any of the foregoing provisions of this Section 2.10, such Lender shall use reasonable efforts (consistent with its internal
policy and with legal and regulatory restrictions) to designate a different Eurodollar Rate Lending Office for any Eurodollar Rate Advances affected by such circumstances if the making of such
designation, in the case of subsection (a) or (b) of this Section 2.10, would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue
or, in the case of subsection (c) or (d) of this Section 2.10, would allow such Lender to continue to perform its obligations to make, to participate in or renew, or to fund or
maintain, Eurodollar Rate Advances, and, in any such case, would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(f)    If
(i) any of the Lenders entitled to additional compensation under any of the foregoing provisions of this Section 2.10 shall fail to designate a
different Eurodollar Rate Lending Office as provided in subsection (e) of this Section 2.10 or if the circumstances entitling any of the Lender Parties to additional compensation under
subsection (a) or (b) of this Section 2.10 shall continue to be in effect notwithstanding such designation or since subsection (e) of this Section 2.10 is
inapplicable or (ii) the inadequacy or illegality contemplated under subsection (c) or (d) of this Section 2.10, respectively, shall continue with respect to any of the
Lenders notwithstanding such designation, then, subject to the terms of Section 8.07(a), the Borrower may cause such Lender Party to (and, if the Borrower so demands, such Lender Party shall)
assign all of its rights and obligations under this Agreement to one or more other Persons in accordance with Section 8.07(a); providedthat if, upon such demand by the Borrower, such
Lender Party elects to waive its request for additional compensation pursuant to
subsection (a) or (b) of this Section 2.10, the demand by the Borrower for such Lender Party to so assign all of its rights and obligations under the Agreement shall thereupon be
deemed withdrawn. Nothing in subsection (e) of this Section 2.10 or this subsection (f) shall affect or postpone any of the rights of any of the Lender Parties or any of the
Obligations of the Borrower under any of the foregoing provisions of this Section 2.10 in any manner.

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SECTION
2.11.Evidence of Debt.

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

(b)    The
Register maintained by the Administrative Agent pursuant to Section 8.07(e) shall include accounts for each Lender, in which accounts (taken together) shall
be recorded (i) the date and amount of each Advance made hereunder, (ii) the terms of each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any
principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender's share thereof.

(c)    The
entries made as provided in this Section 2.11 shall be conclusive and binding for all purposes, absent manifest error.

SECTION
2.12.Payments and Computations.

(a)    The
Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or setoff (except as otherwise provided in
Section 2.15), not later than 1:00 P.M. (Charlotte, North Carolina time) on the day when due in U.S. dollars to the Administrative Agent at the Administrative Agent's Account in same day
funds, with payments received by the Administrative Agent after 1:00 P.M. (Charlotte, North Carolina time) on any such day being deemed to have been received on the next succeeding Business
Day. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, Commitment Fees or any of the
other Obligations then due and payable hereunder and under the Notes to more than one of the Lender Parties, to such Lender Parties for the accounts of their respective Applicable Lending Offices in
accordance with their respective Pro Rata Shares of the amounts of such Obligations due and payable to such Lender Parties at such time and (ii) if such payment by the Borrower is in respect of
any of the Obligations then due and payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(e), from and after the
effective date of such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)    The
Borrower hereby authorizes each of the Lender Parties, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of any
Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower's accounts with such Lender Party any amount so due.

(c)    All
computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of
360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each
determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(d)    Whenever
any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of interest or Commitment Fees, as the case may be;provided,
however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next succeeding calendar month, such payment
shall be made on the immediately preceding Business Day.

(e)    Unless
the Borrower or any Lender Party has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent
hereunder, that the Borrower or such Lender Party, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender Party, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment
was not in fact made to the Administrative Agent in immediately available funds, then:



A
notice from the Administrative Agent to any Lender Party with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error.

(f)    Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and
payable to the Finance Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Finance
Parties in the following order of priority:



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If
the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not
specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each
of the Lender Parties in accordance with such Lender Party's Pro Rata Share of the sum of (A) the aggregate principal amount of all Advances outstanding at such time and (B) the
aggregate Available Amount of all Letters of Credit outstanding at such time, in repayment or prepayment of such of the outstanding Advances or other Obligations then owing to such Lender Party.

SECTION
2.13.Taxes.

(a)    Any
and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.12, free and clear of and without deduction for any
and all present or future

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taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto,excluding, in the case of each of the Lender
Parties and each of the Agents, taxes that are imposed on its overall net income by the United States and taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof)
by the state or foreign jurisdiction under the laws of which such Lender Party or such Agent, as the case may be, is organized or is a resident, or has a fixed place of business or a permanent
establishment, or any political subdivision of any of the foregoing, and, in the case of each of the Lender Parties, taxes that are imposed on its overall net income (and franchise
taxes imposed in lieu thereof) by the state or foreign jurisdiction of either of its Applicable Lending Offices or any political subdivision thereof (all such nonexcluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being, collectively, "Taxes"). If the Borrower
shall be required under any applicable Requirements of Law to deduct any Taxes from or in respect of any sum payable hereunder or under any of the Notes to any of the Lender Parties or any of the
Agents, (i) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower and the Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this Section 2.13) such Lender Party or such Agent, as the case may be, receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make all such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other
Governmental Authority in accordance with applicable Requirements of Law.

(b)    In
addition, the Borrower shall pay any present or future stamp, recording, documentary, excise, property or similar taxes, charges or levies that arise from any payment
made hereunder or under the Notes or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or the Notes (collectively,
"Other Taxes").

(c)    The
Borrower shall indemnify each of the Lender Parties and each of the Agents for, and hold each of them harmless against, the full amount of Taxes and Other Taxes, and
the full amount of taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.13, imposed on or paid by such Lender Party or such Agent, as the case may be, and any
liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by the Borrower provided for in this subsection (c) shall apply
and be made whether or not the Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted;provided,
however, that such Lender or such Agent seeking such indemnification shall take all reasonable actions (consistent with its internal policy and legal and regulatory
restrictions) requested by the Borrower to assist the Borrower in recovering the amounts paid thereby pursuant to this subsection (c) from the relevant taxation authority or other Governmental
Authority. Amounts payable by the Borrower under the indemnity set forth in this subsection (c) shall be paid within 30 days from the date on which the applicable Lender or Agent, as the
case may be, makes written demand therefor.

(d)    Within
30 days after the date of any payment of Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing payment thereof, to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to
the Administrative Agent. In the case of any payment hereunder or under the Notes by or on behalf of the Borrower through an account or branch outside the United States, or on behalf of the Borrower
by a payor that is not a United States person, if the Borrower determines that no Taxes are payable in respect thereof, the Borrower shall furnish, or shall cause such payor to furnish, to the
Administrative Agent, at its address referred to in Section 8.02, an opinion of counsel reasonably acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For
purposes of this subsection (d) and subsection (e) of this Section 2.13, the terms "United States" and
"United States person" shall have the meanings specified in Section 7701 of the Internal Revenue Code.

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(e)    Each
of the Lender Parties organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this
Agreement in the case of each of the Initial Lenders, the Swing Line Bank and the Initial Issuing Bank, and on the date of the Assignment and Assumption pursuant to which it becomes a Lender Party in
the case of each of the other Lender Parties, and from time to time thereafter as reasonably requested in writing by the Borrower or the Administrative Agent (but only so long thereafter as such
Lender Party remains lawfully able to do so), provide each of the Borrower and the Administrative Agent with two original Internal Revenue Service forms W-8BEN, W-8ECI or
W-8IMY or, in the case of any of the Lender Parties that is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with
respect to payments of "portfolio interest", form W-8BEN (and, if such Lender Party delivers a form W-8BEN, a
certificate representing that such Lender Party is not (i) a "bank" for purposes of Section 881(c) of the Internal Revenue Code,
(ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower or (iii) a controlled foreign corporation
related to the Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), as appropriate), or any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender Party is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the Notes or, in the case of any of the Lender
Parties delivering a form W-8BEN, certifying that such Lender Party is a foreign corporation, partnership, estate or trust. If the forms referred to above in this subsection
(e) that are provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender Party provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax
at such lesser rate shall be considered excluded from Taxes solely for the periods governed by such form. However, if, on the date of the Assignment and Assumption pursuant to which a Lender Party
becomes a party to this Agreement, the Lender Party assignor was entitled to payments under subsection (a) of this Section 2.13 in respect of United States withholding tax with respect
to interest paid at such date, then, to such extent (and only to such extent), the term "Taxes" shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to such Lender Party assignee on such date. If any of the forms,
certificates or other documents referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required
on the date hereof by Internal Revenue Service form W-8BEN, W-8ECI or W-8IMY (or the related certificate described above), that a Lender Party reasonably
considers to be confidential, such Lender Party shall give notice thereof to the Borrower and the Administrative Agent and shall not be obligated to include in such form, certificate or document such
confidential information. None of the Lender Parties shall be entitled to payment pursuant to subsection (a) or (c) of this Section 2.13 with respect to any additional Taxes that
resulted solely and directly from the change in either of the Applicable Lending Offices of such Lender Party (other thanany such
additional Taxes that are imposed as a result of a change in any applicable Requirements of Law, or in the interpretation or application thereof, occurring after the date of such change), unless such
change is made pursuant to the terms of Section 2.10(e) or subsection (g) of this Section 2.13 or otherwise as a result of a request therefor by the Borrower.

(f)    For
any period with respect to which any of the Lender Parties has failed to provide the Borrower with the appropriate form, certificate or other document described in
subsection (e) of this Section 2.13 (other thanif such failure is due to a change in any applicable Requirements of Law, or
in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided or if such form, certificate or other
document otherwise is not required under subsection (e) of this Section 2.13), such Lender Party shall not be entitled to indemnification under subsection (a) or (c) of
this Section 2.13 with respect to Taxes

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imposed by the United States by reason of such failure;provided, however, that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Borrower shall take such steps as such Lender Party shall reasonably request to assist such Lender Party in recovering such Taxes.

(g)    Each
of the Lender Parties hereby agrees that, upon the occurrence of any circumstances entitling such Lender Party to additional amounts pursuant to this
Section 2.13, such Lender Party shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if
the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party.

(h)    If
any of the Lender Parties entitled to additional compensation under any of the foregoing provisions of this Section 2.13 shall fail to designate a different
Applicable Lending Office as provided in subsection (g) of this Section 2.13, then, subject to the terms of Section 8.07(a), the Borrower may cause such Lender Party to (and, if
the Borrower so demands, such Lender Party shall) assign all of its rights and obligations under this Agreement to one or more other Persons in accordance with Section 8.07(a); providedthat if, upon such demand by the Borrower, such Lender Party elects to waive its request for additional compensation pursuant to
this Section 2.13, the demand by the Borrower for such Lender Party to so assign all of its rights and obligations under the Agreement shall thereupon be deemed withdrawn. Nothing in subsection
(g) of this Section 2.13 or this subsection (h) shall affect or postpone any of the rights of any of the Lender Parties or any of the Obligations of the Borrower under any of the
foregoing provisions of this Section 2.13 in any manner.

SECTION
2.14.Sharing of Payments, Etc.If any of the Lender Parties shall obtain at any time any payment
(whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) (a) on account of Obligations due and payable to such Lender Party under or in respect of this
Agreement or any of the other Loan Documents at such time (other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all of the Lender Parties at such time) of
payments on account of the Obligations due and payable to all of the Lender Parties under or in respect of this Agreement and the other Loan Documents at such time obtained by all of the Lender
Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party under or in respect of this Agreement or any of the other Loan Documents at such time
(other than pursuant to Section 2.10, 2.13, 8.04 or 8.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and
payable) to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all of the Lender Parties under or in respect of this Agreement and
the other Loan Documents at such time) of payments on account of the Obligations owing (but not due and payable) to all of the Lender Parties under or in respect of this Agreement and the other Loan
Documents at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered
from such purchasing Lender Party, such purchase from each of the other Lender Parties shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to
the extent of such Lender Party's ratable share (according to the proportion of (A) the purchase price paid to such Lender Party to (B) the aggregate purchase price paid to all of the
Lender Parties) of such recovery, together with an amount equal to such Lender Party's ratable share (according to the proportion of (1) the amount of such other Lender Party's required
repayment to (2) the total amount so recovered from the purchasing Lender Party) of any such interest or participating interest or other

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amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower hereby agrees that any of the Lender Parties so purchasing a participation from another
Lender Party pursuant to this Section 2.14 may, to the fullest extent permitted under applicable law, exercise all its rights of payment (including the right of setoff) with respect to such
participation as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such participation.

SECTION
2.15.Defaulting Lenders.

(a)    If,
at any time, (i) any of the Lender Parties shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and
(iii) the Borrower shall be required to make any payment hereunder or under any of the other Loan Documents to or for the account of such Defaulting Lender, then the Borrower may, so long as no
Default shall occur or be continuing at such time and to the fullest extent permitted under applicable law, set off and otherwise apply the Obligation of the Borrower to make such payment to or for
the account of such Defaulting Lender against the obligation of such Defaulting Lender to make such Defaulted Advance. If, on any date, the Borrower shall so set off and otherwise apply its obligation
to make any such payment against the obligation of such Defaulting Lender to make any such Defaulted Advance on or prior to such date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an Advance by such Defaulting Lender made on the date of such setoff and application under the Facility pursuant to which
such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be a Base Rate Advance and shall be considered, for all purposes of this Agreement,
to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01, even if the other Advances comprising such
Borrowing shall be Eurodollar Rate Advances on the date such Advance is deemed to be made pursuant to this subsection (a). The Borrower shall notify the Administrative Agent at any time the Borrower
exercises its right of setoff pursuant to this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance required to be made by
such Defaulting Lender and (B) the amount set off and otherwise applied in respect of such Defaulted Advance pursuant to this subsection (a). Any portion of such payment otherwise required to
be made by the Borrower to or for the account of such Defaulting Lender which is paid by the Borrower, after giving effect to the amount set off and otherwise applied by the Borrower pursuant to this
subsection (a), shall be applied by the Administrative Agent as specified in subsection (b) or (c) of this Section 2.15.

(b)    If,
at any time, (i) any of the Lender Parties shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to any of the Agents
or any of the Lender Parties and (iii) the Borrower shall make any payment hereunder or under any of the other Loan Documents to the Administrative Agent for the account of such Defaulting
Lender, then the Administrative Agent may, on its behalf or
on behalf of such other Agents or such other Lender Parties and to the fullest extent permitted under applicable law, apply at such time the amount so paid by the Borrower to or for the account of
such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay in full such Defaulted Amount. If the Administrative Agent shall so apply any such amount to the
payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such
extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such
other Agents or such other Lender Parties, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent, such other Agents and such
other Lender Parties and, if the amount of such payment made by the Borrower

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shall at such time be insufficient to pay all Defaulted Amounts owing to the Agents and the other Lender Parties at such time, then in the following order of priority:



Any
portion of such amount paid by the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this subsection
(b), shall be applied by the Administrative Agent as specified in subsection (c) of this Section 2.15.

(c)    If,
at any time, (i) any Lender Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a Defaulted Amount and
(iii) the Borrower, the Administrative Agent or any of the other Lender Parties shall be required to pay or distribute any amount hereunder or under any of the other Loan Documents to or for
the account of such Defaulting Lender, then the Borrower or such other Lender Party shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent
permitted under applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted under applicable law, hold in escrow such amount otherwise held by it. Any funds held by
the Administrative Agent in escrow under this subsection (c) shall be deposited by the Administrative Agent in an account with BofA, in the name and
under the control of the Administrative Agent, but subject to the provisions of this subsection (c). The terms applicable to such account, including the rate of interest payable with respect to the
credit balance of such account from time to time, shall be BofA standard terms applicable to escrow accounts maintained with it. Any interest credited to such account from time to time shall be held
by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the terms of, this subsection (c). The Administrative Agent shall, to the
fullest extent permitted under applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay
any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent, any of the other Agents or any of the other Lender Parties, as and when such
Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and all such amounts required to be made or
paid to the Agents and the other Lender Parties at such time, then in the following order of priority:



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If
any of the Lender Parties that is a Defaulting Lender shall, at any time, cease to be a Defaulting Lender, any funds held by the Administrative Agent in escrow at such time with respect to such
Lender Party shall be distributed by the Administrative Agent to such Lender Party and applied by such Lender Party to the Obligations owing to such Lender Party at such time under or in respect of
this Agreement and the other Loan Documents, ratably in accordance with the respective amounts of such Obligations outstanding at such time.

(d)    The
rights and remedies against a Defaulting Lender under this Section 2.15 are in addition to other rights and remedies that the Borrower may have against such
Defaulting Lender with respect to any Defaulted Advance and that the Administrative Agent or any of the other Lender Parties may have against such Defaulting Lender with respect to any Defaulted
Amount.

SECTION
2.16.Use of Proceeds.The proceeds of the Advances shall be available, and the Borrower hereby agrees
that it shall use such proceeds, solely to repay all principal and accrued interest to the Existing Revolving Credit Lenders and the Existing Term Lenders under the Existing Credit Agreement, to pay
certain fees and expenses contemplated by the Loan Documents and for other general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of the Loan
Documents.

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ARTICLE III    CONDITIONS OF EFFECTIVENESS AND LENDING

SECTION
3.01.Conditions Precedent to Initial Extensions of Credit.The obligation of each Lender to make an
Advance or any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extensions of Credit hereunder is subject to the satisfaction of the following conditions precedent:

(a)  The
Lender Parties shall be reasonably satisfied with the organizational and legal structure and capitalization of each Loan Party and each of its Subsidiaries
(including, without limitation, the terms and conditions of the Constitutive Documents and each class of Equity Interests in the Borrower and each such Subsidiary and of each agreement or instrument
relating to such structure or capitalization).

(b)  All
of the Governmental Authorizations, and all of the consents, approvals and authorizations of, notices and filings to or with, and other actions by, any other Person
necessary in connection with the execution, delivery or performance of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby shall have been obtained (without
the imposition of any conditions that are not reasonably acceptable to the Lender Parties) and shall remain in full force and effect; all applicable waiting periods shall have expired without any
action being taken by any competent authority; and no Requirement of Law shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse
conditions upon the execution, delivery or performance of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby.

(c)  Before
giving effect and immediately after givingpro formaeffect to the execution and delivery of this Agreement, no
Material Adverse Change shall have occurred since December 31, 2001.

(d)  There
shall exist no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or
affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that,
either individually or in the aggregate, is reasonably
expected to have a Material Adverse Effect or (ii) which purports to affect the legality, validity, binding effect or enforceability of this Agreement, any of the Loan Documents or any of the
other transactions contemplated thereby.

(e)  The
execution and delivery of this Agreement shall have been consummated or shall be consummated on the Effective Date in compliance with all applicable Requirements of
Law. All amounts owing by the Borrower or any of its Subsidiaries to the lenders and agents under the Existing Credit Agreement shall have been, or concurrently with the Initial Extensions of Credit
made on the Effective Date shall be, paid in full.

(f)  All
of the fees and expenses of the Agents that are required to be paid by the Borrower pursuant to Section 2.08(c) shall have been or, concurrently with the
Initial Extensions of Credit made on the Effective Date shall be, paid in full.

(g)  The
Administrative Agent shall have received on or before the Effective Date the following in form and substance reasonably satisfactory to it (unless otherwise
specified):



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(h)  The
Borrower shall have paid on or before the Effective Date to the Administrative Agent, for the ratable account of each Revolving Credit Lender who has executed this
Agreement on or prior to the Effective Date, an amendment fee of 0.125% of each such Revolving Credit Lender's Revolving Credit Commitment as set forth on Schedule I hereto, which fee the
Administrative Agent will distribute to such Revolving Credit Lender no later than the first Business Day after the Effective Date.

SECTION
3.02.Conditions Precedent to Each Borrowing and Issuance and Renewal.The obligation of each
Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a
Revolving Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing), and the obligation of the Issuing Bank to issue a Letter of Credit
(including the initial issuance) or renew a Letter of Credit and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that on the date of
such Borrowing or issuance or renewal the following statements shall be true (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice
of Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by
the Borrower that both on the date of such notice and on the date of such Borrowing or issuance or renewal such statements are true):

(a)  the
representations and warranties contained in each Loan Document are correct in all material respects on and as of such date, before and after giving effect to such
Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer
to a specific date other than the date of such Borrowing or issuance or renewal, in which case as of such specific date; and

(b)  no
Default has occurred and is continuing, or would result from such Borrowing or issuance or renewal or from the application of the proceeds therefrom.

SECTION
3.03.Determinations Under Section 3.01.For purposes of determining compliance with the
conditions specified in Section 3.01, each of the Lender Parties shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by, or acceptable or satisfactory to, the Lender Parties unless an officer of the Administrative Agent responsible for the transactions contemplated by the
Loan Documents shall have received notice from such Lender Party prior to the Effective Date specifying its objection thereto and, if any such Lender has a Commitment on such date under any of the
Facilities under which a Borrowing is to be made (or deemed to have been made) on such date, such Lender Party shall not have made available to the Administrative Agent such Lender Party's Pro Rata
Share of such Borrowing.

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ARTICLE IV    REPRESENTATIONS AND WARRANTIES

SECTION
4.01.Representations and Warranties.The Borrower hereby represents and warrants as follows:

(a)  Each
Loan Party and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business
requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite power
and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(b)  Set
forth on Part A of Schedule 4.01(b) hereto is a complete and accurate list of all of the Subsidiaries of the Borrower as of the date of this Agreement,
showing, as to each such Subsidiary, the correct legal name thereof, the legal structure thereof, the jurisdiction of its organization, the number and type of each class of its Equity Interests
authorized and the number outstanding, and the percentage of each such class of its Equity Interests outstanding on such date that are owned by any of the Loan Parties, and stating, as of such date,
the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights and whether or not such Subsidiary constitutes a Material Subsidiary. Except as
set forth on Part A of Schedule 4.01(b) hereto, as of the date of this Agreement, all of the outstanding Equity Interests in each of the Subsidiaries of the Borrower are owned directly
or indirectly by one or more of the Loan Parties, free and clear of all Liens (including, without limitation, preemptive or other similar rights of the holders thereof) except those created under the
Collateral Documents. All of the outstanding Equity Interests in the Borrower and each of its Subsidiaries have been validly issued and are fully paid and nonassessable.

(c)  The
execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is or is to be a party, and the consummation of the transactions
contemplated hereby, are within such Loan Party's corporate powers, have been duly authorized by all necessary action (including, without limitation, all necessary shareholder, partner, member or
other similar action) and do not:



No
Loan Party nor any of its Subsidiaries is in violation of any Requirement of Law or in breach of any loan agreement, indenture, mortgage, deed of trust, lease, instrument, contract or
other agreement referred to in the immediately preceding sentence, the violation or breach of which, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect.

(d)  No
Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third
party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of any Loan

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Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the
Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (iv) the exercise by any
Agent or any Lender Party of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the authorizations, approvals, actions,
notices and filings listed on Schedule 4.01(d) hereto, all of which have been duly obtained, taken, given or made and are in full force and effect.

(e)  This
Agreement has been, and each of the other Loan Documents when delivered hereunder will have been, duly executed and delivered by each of the Loan Parties intended
to be a party thereto. This Agreement is, and each of the other Loan Documents when delivered hereunder will be, the legal, valid and binding obligations of each of the Loan Parties intended to be a
party thereto, enforceable against such Loan Party in accordance with their respective terms, except to the extent such enforceability may be limited by the effect of applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity.

(f)  The
Consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2001, and the related Consolidated statements of operations and cash flow,
and changes in stockholders' equity, of the Borrower and its Subsidiaries for the respective Fiscal Years then ended, in each case including the schedules and notes thereto and accompanied by an
unqualified opinion of Arthur Andersen LLP, the independent public accountants of the Borrower, copies of all of which have been furnished to the Lender Parties, fairly present the Consolidated
financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of operations and cash flow of the Borrower and its Subsidiaries for the respective periods ended
on such dates. All of the Consolidated financial statements referred to above in this Section 4.01(f), including the schedules and notes thereto, have been prepared in accordance with generally
accepted accounting principles applied consistently throughout the respective periods covered thereby.

(g)  The
forecasted Consolidated balance sheets, statements of operations and cash flow statements of the Borrower and its Subsidiaries delivered to the Lender Parties
pursuant to Section 3.01(g)(ix) or 5.03(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in the light of conditions
existing at the time of delivery of such forecasts, and represented, at the time of delivery thereof to the Lender Parties, the Borrower's reasonable estimate of its future financial performance
(although the actual results during the periods covered by such forecasts may differ from the forecasted results).

(h)  Neither
the Information Memorandum nor any other information (other than financial projections andpro formainformation)
furnished by or on behalf of the Borrower or any of its Subsidiaries to any of the Agents or any of the Lender Parties or any of their representatives or advisors in connection with the negotiation
and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the
statements made therein, in light of the circumstances in which any such statements were made, not misleading. No fact, event, condition or circumstance is known to any of the Loan Parties which is
reasonably expected to have a Material Adverse Effect, which has not been set forth herein, in the financial statements referred to in subsection (f) or (g) of this Section 4.01
or in writing to the Agents and the Lender Parties prior to the Initial Extensions of Credit.

(i)  There
is no action, suit, investigation, litigation, arbitration or proceeding pending or, to the best knowledge of the Borrower, threatened against or affecting the
Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority of any kind (i) that, either
individually or in the aggregate, is reasonably

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expected to have a Material Adverse Effect or (ii) which purports to affect the legality, validity, binding effect or enforceability of any aspect of any Loan Document or any of the
transactions contemplated thereby.

(j)  The
Borrower and each of its Subsidiaries have good and sufficient title to, or a valid and enforceable leasehold interest in, all of the property and assets (real and
personal) purported to be owned by them (other than property and assets that, both individually and in the aggregate, are not material to the business, financial condition or operations of the
Borrower or the Subsidiary thereof that owns them), in each case free and clear of all Liens other than the Liens expressly permitted under this Agreement. All of the material leases under which the
Borrower or any of its Subsidiaries is a lessor or a lessee are valid and subsisting and are in full force and effect.

(k)  The
Borrower and each of its Subsidiaries own or have the legal right to use all of the patents, licenses, franchises, copyrights, service marks, trademarks, trade
secrets and trade names (or other rights thereto) that are necessary to own or lease and operate their respective property and assets and to conduct their respective businesses as now conducted and as
proposed to be conducted, without known conflict with the rights of any other Person (other than patents, licenses, franchises, copyrights, service marks, trademarks, trade secrets and trade names (or
other rights thereto) that, both individually and in the aggregate, are not material to the business, financial condition or operations of the Borrower or the Subsidiary thereof that owns or otherwise
possesses them). No action, suit, investigation, litigation, arbitration or proceeding is pending or, to the best knowledge of the Borrower, threatened challenging the use by the Borrower or any of
its Subsidiaries of any such patent, license, franchise, copyright, service mark, trademark, trade secret, trade name or other right, or the validity or effectiveness thereof, except for any such
action, suit, investigation, litigation, arbitration or proceeding that, either individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect.

(l)  None
of the proceeds of any Advance or the drawings under any Letter of Credit will be used to acquire any equity security of a class which is registered pursuant to
Section 12 of the Exchange Act. Neither the Borrower nor any of its Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying any
"margin stock"(within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 207)). None of the proceeds of
any Advance or the drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

(m)  Neither
the Borrower nor any of its Subsidiaries is an "investment company"or an "affiliated
person"of, or "promoter"or "principal underwriter"for, an
"investment company"(each as defined in the Investment Company Act of 1940, as amended). None of the making (or deemed making) of any Advance, the
issuance (or deemed issuance) of any Letter of Credit or the application of the proceeds therefrom, or the repayment of any Advance by the Borrower, or the execution, delivery and performance of this
Agreement or the consummation of any transactions contemplated hereby, will violate any provision of the Investment Company Act of 1940, as amended, or any rule, regulation or order of the Securities
and Exchange Commission thereunder. Neither the Borrower nor any of its
Subsidiaries is a "holding company"or an "affiliate"of a "holding
company"or a "subsidiary company"of a "holding company"within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

(n)  The
Borrower is, individually and together with its Subsidiaries taken as a whole, Solvent.

(o)  Neither
the Borrower nor any of its Subsidiaries is a party to any loan agreement, indenture, mortgage, deed of trust, lease, instrument, contract or other agreement or
is subject to any restriction in its Constitutive Documents or any other corporate, partnership, limited liability company or similar restriction that, either individually or in the aggregate, is
reasonably expected to have a Material Adverse Effect.

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(p)  Neither
the business nor the property or assets of the Borrower or any of its Subsidiaries have been affected by any fire, explosion, accident, strike, lockout or other
labor dispute, drought, storm, hail, earthquake, embargo or other act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the
aggregate, is reasonably expected to have a Material Adverse Effect.

(q)  Except
as, either individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect, there is (i) no unfair labor practice complaint
pending or, to the best knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries by or before any Governmental Authority, and no grievance or arbitration proceeding
pending or, to the best knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which arises out of or under any collective bargaining agreement, (ii) no strike,
labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and (iii) to the
best knowledge of the Borrower, no union representation question existing with respect to the employees of the Borrower or any of its Subsidiaries and no union organizing activity taking place with
respect to any of the employees of any of them.

(r)  No
ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that, either individually or in the aggregate, has resulted or is reasonably
expected to result in any material liability of any of the Loan Parties or any of the ERISA Affiliates. Schedule B (Actuarial Information) to the most recent annual report (form 5500
series) for each of the Plans, copies of which have been filed with the Internal Revenue Service and furnished to the Lender Parties, is complete and accurate and fairly presents the funding status of
such Plan; and, since the date of such Schedule B, there has been no material adverse change in the funding status of such Plan. Neither any of the Loan Parties nor any of the ERISA Affiliates
(i) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or (ii) has been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title
IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(s)  The
operations and properties of the Borrower and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental
Permits; all past noncompliance with such Environmental Laws and Environmental Permits has been resolved without any material ongoing obligations or costs; and no circumstance exists that, either
individually or in the aggregate, is reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that, either
individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect.

(t)  (i) None
of the properties owned or operated by the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any
analogous foreign, state or local list or, to the best knowledge of the Borrower, is adjacent to any such property; and (ii) except as, either individually or in the aggregate, is not
reasonably expected to have a Material Adverse Effect, (A) there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps
or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property owned or operated by the Borrower or any of its Subsidiaries or, to the best knowledge of
the Borrower, on any property formerly owned or operated by the Borrower or any of its Subsidiaries, (B) there is no asbestos or asbestos-containing material on any property owned or operated
by the Borrower or any of its Subsidiaries and (C) Hazardous Materials have not been released, discharged or disposed of on any property owned or operated by the Borrower or any of its
Subsidiaries.

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(u)  Neither
the Borrower nor any of its Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or
assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant
to the order of any Governmental Authority or the requirements of any Environmental Law. All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property
owned or operated by the Borrower or any of its Subsidiaries have been disposed of in a manner that, either individually or in the aggregate, is not reasonably expected to result in material liability
to the Borrower or any of its Subsidiaries.

(v)  The
Borrower and each of its Subsidiaries has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be
filed and has paid all taxes, assessments, levies, fees and other charges shown thereon to be due and payable, together with applicable interest and penalties, except for any such taxes, assessments,
levies, fees and other charges the amount, applicability or validity of which is being contested in good faith and by appropriate proceedings diligently conducted and with respect to which the
Borrower or such Subsidiary, as the case may be, has established appropriate and adequate reserves in accordance with GAAP.

(w)  Set
forth on Part A of Schedule 4.01(w) hereto is a complete and accurate list, as of the date of this Agreement, of each of the Open Years of the Borrower
and each of its Subsidiaries. There are no adjustments to (i) the federal income tax liability (including, without limitation, interest and penalties) of the Borrower or any of its Subsidiaries
proposed in writing by the Internal Revenue Service with respect to Open Years or (ii) any foreign, state or local tax liability (including, without limitation, interest and penalties) of the
Borrower or any of its Subsidiaries proposed in writing by any foreign, state or local taxation authority or other Governmental Authority that, in the aggregate for clauses (i) and
(ii) of this sentence, would exceed $50,000,000. No issue has been raised by the Internal Revenue Service in respect of Open Years or by any such foreign, state or local taxation authorities or
other Governmental Authorities that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect. Except as set forth on Part B of Schedule 4.01(w)
hereto, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to
the assessment, reassessment, payment or collection of taxes of the Borrower or any such Subsidiary, or is aware of any circumstances that would cause the taxable years or other taxable periods of the
Borrower or any such Subsidiary to no longer be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has provided, with respect to itself or any
property held by it, any consent under Section 341(f) of the Internal Revenue Code.

(x)  Set
forth on Schedule 4.01(x) hereto is a complete and accurate list, as of the date of this Agreement, of all of the Investments (other than cash and Cash
Equivalents and intercompany Investments expressly permitted under Section 5.02(e)(iii)) held by the Borrower or any of its Subsidiaries, showing, as of such date, the amount, the obligor or
issuer thereof and the maturity, if any, thereof.

(y)  On
or before the Effective Date, each Loan Party will have executed all documents necessary to perfect and protect the security interests in the Collateral created under
the Collateral Documents, and upon the appropriate filing of such documents the Collateral Documents will create in favor of the Collateral Trustee for the benefit of the Secured Parties a valid and
perfected first priority security interest in the Collateral, subject to the exceptions set forth therein, securing the payment of the Secured Obligations. The Loan Parties are the legal and
beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

(z)  The
Indebtedness incurred by the Borrower under this Agreement constitutes "Senior Indebtedness" within the meaning of the Convertible Subordinated Debentures Indenture.

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ARTICLE V    COVENANTS OF THE BORROWER

SECTION
5.01.Affirmative Covenants.So long as any of the Advances or any of the other Obligations of any Loan
Party under or in respect of any of the Loan Documents shall remain unpaid, any of the Letters of Credit shall remain outstanding or any of the Lender Parties shall have any Commitment hereunder, the
Borrower will, at all times:

(a)Compliance with Laws, Maintenance of Governmental Authorizations, Etc.(i) Comply, and cause each of
its Subsidiaries to comply, in all material respects, with all applicable Requirements of Law and (ii) except as provided in Section 5.01(d), obtain and maintain in effect all
Governmental Authorizations that are necessary (A) to own or lease and operate their respective property and assets and to conduct their respective businesses as now conducted and as proposed
to be conducted, except where and to the extent that the failure to obtain or maintain in effect any such Governmental Authorization, either individually or in the aggregate, is not reasonably
expected to have a Material Adverse Effect, or (B) for the due execution, delivery or performance by the Borrower or any of its Subsidiaries of any of the Loan Documents or for the consummation
of any transaction contemplated hereby.

(b)Payment of Taxes, Etc.Pay and discharge, and cause each of its Subsidiaries to pay and discharge, to the
extent due and payable and before the same shall become delinquent, (i) all taxes, assessments, reassessments, levies and other governmental charges imposed upon it or upon its property,
assets, income or franchises and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property and assets or any part thereof;provided,
however,that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, reassessment, levy, charge or claim the amount,
applicability or validity of which is being contested in good faith and by proper proceedings diligently conducted and as to which appropriate and adequate reserves are being maintained in accordance
with GAAP, unless and until (i) such contest could subject the Borrower or any of its Subsidiaries to any criminal penalty or liability or any of the Agents or any of the Lender Parties to any
criminal penalty or liability or (except for nonmaterial fines for which such Agent or such Lender Party is fully indemnified under Section 8.04) any civil penalty or liability or
(ii) any Lien resulting therefrom attaches to its property and assets and becomes enforceable by its creditors.

(c)Maintenance of Insurance.Maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in
the same general areas in which the Borrower or such Subsidiary operates.

(d)Preservation of Corporate Existence, Etc.Preserve and maintain, and cause each of its Subsidiaries to
preserve and maintain, its existence, legal structure, organization, rights (statutory and pursuant to its Constitutive Documents), permits, licenses, approvals, privileges and franchises; provided, however,that the Borrower and its Subsidiaries (i) may consummate any merger or consolidation otherwise expressly permitted under
Section 5.02(c), (ii) may wind up, liquidate or dissolve any of their respective inactive Subsidiaries to the extent otherwise expressly permitted under
Section 5.02(d)(iv) and (iii) may amend, supplement or otherwise modify their rights under their respective Constitutive Documents to the extent otherwise expressly permitted
under Section 5.02(m); andprovided further, however,that neither
the Borrower nor any of its Subsidiaries shall be required to preserve any permit, license, approval, privilege or franchise if the board of directors (or persons performing similar functions) of the
Borrower or such Subsidiary shall determine in good faith that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be,
and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties or, solely in the case of any such permit, license

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or qualification to do business as a foreign corporation, limited partnership or limited liability company in any jurisdiction, that the loss thereof, either individually or in the aggregate, is not
reasonably expected to have a Material Adverse Effect.

(e)Visitation Rights.At any reasonable time and from time to time, upon reasonable notice, permit the
Administrative Agent or any of the Lender Parties, or any agents or representatives thereof (so long as such agents or representatives are or agree to be bound by the provisions of
Section 8.09), to examine and make copies of and abstracts from the records and books of account of, and to visit the properties of, the Borrower and its Subsidiaries and to discuss the
affairs, finances and accounts of the Borrower and/or any of its Subsidiaries with any of their officers or directors and with their independent public accountants.

(f)Keeping of Books.Keep, and cause each of its Subsidiaries to keep, proper books of record and account in
which full and accurate entries shall be made of all of the financial transactions and the property, assets and businesses of the Borrower and each of its Subsidiaries (including, without limitation,
the establishment and maintenance of adequate and appropriate reserves) in accordance with all generally accepted accounting principles in effect from time to time and with all applicable Requirements
of Law.

(g)Maintenance of Properties, Etc.Maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted.

(h)Compliance with Terms of Leaseholds.Make all payments and otherwise perform all obligations in respect of
all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or to be terminated or any rights
to renew such leases to be forfeited or canceled, in each case except to the extent that, in the reasonable business judgment of the Borrower or the Subsidiary of the Borrower that is the lessee
thereof, it is in the best interest of the Borrower or such Subsidiary, as the case may be, to allow or to cause such nonperformance, lapse, termination, forfeiture or cancellation, and such
nonperformance, lapse, termination, forfeiture or cancellation either individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect.

(i)Transactions with Affiliates.Conduct, and cause each of its Subsidiaries to conduct, directly or
indirectly, all transactions or series of related transactions (including, without limitation, the purchase,
sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) otherwise permitted under the Loan Documents with any of their Affiliates on terms that
are fair and reasonable and no less favorable to the Borrower or any of its Subsidiaries than it would obtain in a comparable arm's-length transaction with a Person not an Affiliate thereof, other
than:



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(j)Covenant to Guarantee Obligations and Give Security.



(k)Further Assurances.



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SECTION
5.02.Negative Covenants.So long as any of the Advances or any of the other Obligations of any Loan
Party under or in respect of any of the Loan Documents shall remain unpaid, any of the Letters of Credit shall remain outstanding or any of the Lender Parties shall have any Commitment hereunder, the
Borrower will not, at any time:

(a)Liens, Etc.Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur,
assume or suffer to exist, any Lien on or with respect to any of its property or assets of any character (including, without limitation, accounts), whether now owned or hereafter acquired, or sign or
file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any similar Requirements of Law of any jurisdiction, a financing
statement (or the equivalent thereof) that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any
security agreement authorizing any secured party thereunder to file any such financing statement (or the equivalent thereof), or sign or suffer to exist, or permit any of its Subsidiaries to sign or
suffer to exist, any agreement or arrangement for the sale of any of its property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of its Subsidiaries), or assign as collateral, or permit any of its Subsidiaries to assign as collateral, any accounts or
other right to receive income, except:



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(b)Indebtedness.Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur,
assume or suffer to exist, directly or indirectly, any Indebtedness other than:



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(c)Mergers, Etc.



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(d)Sales, Etc. of Assets.Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to
sell, lease, transfer or otherwise dispose of, any property or assets (including, without limitation, substantially all of the property and assets constituting the business of a division, branch or
other unit of operation and any Equity Interests), or grant any option or other right to purchase, lease or otherwise acquire any property or assets, except that:



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(e)Investments in Other Persons.Purchase, acquire, make or hold, or permit any of its Subsidiaries to
purchase, acquire, make or hold, any Investment in any Person, except:



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(f)Restricted Payments.Declare or pay any dividends on, purchase, redeem, retire, defease or otherwise acquire
for value any of its Equity Interests, now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of
property, assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent persons thereof) as such, or permit any of its Material Subsidiaries to do any
of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise

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acquire for value any Equity Interests in the Borrower, or to issue or sell any Equity Interests therein, except that:



(g)Capital Expenditures.Make, or permit any of its Subsidiaries to make, any Capital Expenditures that would
cause the aggregate amount of all such Capital Expenditures made by the Borrower and its Subsidiaries in any Fiscal Year to exceed $75,000,000,providedthat to the extent the entire amount of permitted Capital Expenditures for each Fiscal Year is not used in any Fiscal Year, then fifty percent of such unused portion thereof will be available for
Capital Expenditures in the immediately succeeding Fiscal Year.

(h)Prepayments, Etc. of Subordinated Debt.



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(i)Change in Nature of Business.Make, or permit any of its Subsidiaries to make, any change in the nature of
its business that would cause the Borrower or such Subsidiary to no longer be primarily engaged in one or more of the businesses engaged in by the Borrower and its Subsidiaries on the date of this
Agreement (other than solely as a result of the discontinuation of the physician practice management businesses of the Borrower and its Subsidiaries, and the sale, lease, transfer or the disposition
of the property and assets of the Borrower and its Subsidiaries comprising part of such businesses, in accordance with the terms of the Loan Documents).

(j)Amendments to Constitutive Documents.Amend, or permit any of its Subsidiaries to amend, its Constitutive
Documents, except in the case of the bylaws (or equivalent organizational documents) of the Borrower or any such Subsidiary where such amendment, either individually or in the aggregate, is not
reasonably expected to have a Material Adverse Effect.

(k)Accounting Changes, Etc.Make or permit, or permit any of its Subsidiaries to make or permit, any change in
(i) its accounting policies or reporting practices, except (A) as required by generally accepted accounting principles in effect at the time of such change or by applicable Requirements
of Law or (B) as the Borrower (in consultation with its independent public accountants) reasonably believes it will be required to adopt under generally accepted accounting principles within
the next succeeding
12 months and which would not affect any of the covenants set forth in Section 5.04 (or the computation thereof) or (ii) its Fiscal Year.

(l)Amendments, Etc. to Material Documents.



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(m)Partnerships, Etc.Be or become a general partner in any general or limited partnership or joint venture, or
permit any of its Subsidiaries to do so, unless (i) all of the Equity Interests (including, without limitation, all ownership or profit interests) in such general or limited partnership or
joint venture are owned by the Borrower and/or one or more of the Material Subsidiaries or (ii) the sole property and assets of the Subsidiary of the Borrower that is or is to be the general
partner in such general or limited partnership or joint venture consist of its interests in one or more of such partnerships or joint ventures.

(n)Speculative Transactions.Engage, or permit any of its Subsidiaries to engage, in any transaction involving
commodity options or futures contracts or any other type of Hedge Agreement which is speculative in nature (including, without limitation, with respect to the term and purpose thereof).

SECTION
5.03.Reporting Requirements.So long as any of the Advances or any of the other Obligations of any
Loan Party under or in respect of any of the Loan Documents shall remain unpaid, any of the Letters of Credit shall remain outstanding or any of the Lender Parties shall have any Commitment hereunder,
the Borrower will furnish to the Administrative Agent and the Lender Parties (other than, in the case of subsection 5.03(e), any Lender that requests in writing not to receive such information):

(a)Default Notices.As soon as possible and in any event within one Business Day after a Responsible Officer of
the Borrower or any of its Subsidiaries knows or has reason to know of the occurrence of
each Default or any event, development or occurrence that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect continuing on the date of such statement, a
statement of such Responsible Officer or a Responsible Officer of the Borrower setting forth the details of such Default or such event, development or occurrence (including, without limitation, the
anticipated effect thereof), the period of time such Default or such event, development or occurrence has existed and been continuing and the action that the Borrower has taken and/or proposes to take
with respect thereto.

(b)Quarterly Financials.As soon as available and in any event within 50 days after the end of each of
the first three Fiscal Quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and Consolidated statements of operations,
stockholders' equity and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and for the
period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth in comparative form, in the case of each such Consolidated balance sheet, the
corresponding figures as of the last day of the corresponding period in the immediately preceding Fiscal Year and, in the case of each such Consolidated statement of operations, stockholders' equity
and cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal Year, all in reasonable detail.

(c)Annual Financials.As soon as available and in any event within 95 days after the end of each Fiscal
Year in the case of each Fiscal Year after the Fiscal Year ended December 31, 2001, a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including
therein the Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of operations, stockholders' equity and cash flows of the
Borrower and its Subsidiaries for such Fiscal Year, accompanied by an unqualified opinion, or an opinion otherwise reasonably acceptable to the Required Lenders, of Arthur Andersen LLP, any other
internationally

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recognized accounting firm which as of the date hereof is one of the "Big Five" accounting firms, or other independent public accountants of recognized standing reasonably acceptable to the
Administrative Agent, setting forth in comparative form, in the case of each such Consolidated balance sheet, the corresponding figures as of the last day of the immediately preceding Fiscal Year,
and, in the case of each such Consolidated statement of operations, stockholders' equity and cash flows, the corresponding figures for the corresponding period in the immediately preceding Fiscal
Year, together with (i) a letter from Arthur Andersen LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders stating that, in the
course of their regular audit of the Consolidated financial statements of the Borrower and its Subsidiaries, which audit was conducted by such accountants in accordance with generally accepted
auditing standards, such accountants have not obtained any knowledge that a Default has occurred and is continuing or if, in the opinion of such accountants, a Default as it relates to financial
matters has occurred and is continuing, a statement as to the status and nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such
accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.02(g) and 5.04 (including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in
existence) and (iii) in the event of any change in the generally accepted accounting principles used by the Borrower in the preparation of the audited Consolidated financial statements referred
to above in this Section 5.03(c) from GAAP, the Borrower
shall also provide a reasonably detailed description of such changes and, if and to the extent necessary for the determination of compliance with Section 5.02(g) or 5.04, a statement of
reconciliation conforming such audited Consolidated financial statements to GAAP.

(d)Compliance Certificate.Together with each delivery to the Administrative Agent and Lender Parties of the
Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 5.03(b) and 5.03(c), a certificate of a Senior Financial Officer, in form and substance reasonably
satisfactory to the Administrative Agent:



setting
forth a schedule of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.02(g) and 5.04 (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or
percentage then in existence).

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(e)Forecasts.As soon as available and in any event within 60 days after the first day of each Fiscal
Year, commencing with the Fiscal Year ending December 31, 2002, Consolidated forecasts prepared by management of the Borrower of balance sheets and statements of operations and cash flows on an
annual basis for such Fiscal Year and each of the Fiscal Years thereafter through the scheduled final Termination Date, in the form of the forecasts delivered by the Borrower pursuant to
Section 3.01(g)(x)(C) or otherwise in a form reasonably satisfactory to the Administrative Agent and setting forth in comparative form the corresponding figures for the immediately preceding
Fiscal Year.

(f)Licenses, Etc.Promptly and in any event within five Business Days after receipt thereof, notice of any
actual, pending or threatened suspension, termination, or revocation of any of the Governmental Authorizations of the Borrower or any of its Subsidiaries that are necessary to own or lease and operate
their respective property and assets and to conduct their respective businesses as now conducted and as proposed to be conducted, or any enjoinment, barring or suspension of the ability of the
Borrower or any such Subsidiary to conduct any of its businesses in the ordinary course, that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect.

(g)Litigation.Promptly and in any event within five Business Days after the earlier of knowledge of a
Responsible Officer thereof or receipt by the Borrower or any of its Subsidiaries of service of process in connection therewith, notice of all actions, suits, investigations, litigation, arbitrations
and proceedings against or affecting the Borrower or any of its Subsidiaries or any of the property or assets thereof in any court or before any arbitrator or by or before any Governmental Authority
of any kind (i) that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or (ii) that purports to affect the legality, validity, binding
effect or enforceability of this Agreement, any of the Loan Documents or any of the other transactions contemplated thereby; and, promptly after the occurrence thereof, (A) notice of any
material and adverse change in the status or any material and adverse change in the financial effect on the Borrower or any of its Subsidiaries of any such action, suit, investigation, litigation,
arbitration or proceeding (and, in each case, upon the reasonable request of the Administrative Agent, any other information available to the Borrower or any of its Subsidiaries with respect to any of
the foregoing that would enable the Administrative Agent and the Lender Parties to more fully evaluate such action, suit, investigation, litigation, arbitration or proceeding) and (B) copies of
any reports or other statements (other than routine reports and other statements prepared in the ordinary course of business that are not reasonably expected to result in any material and adverse
action) that the Borrower or any of its Subsidiaries may furnish to or file with any Governmental Authority, unless the Borrower or such Subsidiary is precluded from disclosing any such report or
statement pursuant to a confidentiality agreement with the applicable Governmental Authority.

(h)ERISA Events and ERISA Reports; Plan Terminations, Etc.(i) Promptly and in any event within ten days
after any of the Loan Parties or any of the ERISA Affiliates knows or has reason to know that any ERISA Event has occurred, a statement of a Responsible Officer of the Borrower describing such ERISA
Event, the period of time such ERISA Event has existed and been continuing and the action, if any, that the Borrower, such other applicable Loan Party or such ERISA Affiliate has taken and/or proposes
to take with respect thereto, together with materials or information filed or to be filed with any Governmental Authority or any trustee for any Plan as a result of such ERISA Event; (ii) on
the date on which any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and
information; (iii) promptly and in any event within two Business Days after receipt thereof by any of the Loan Parties or any of the ERISA Affiliates, copies of each notice from the PBGC
stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan; (iv) promptly and in any event within 30 days after the filing thereof with the
Internal Revenue Service, a copy of Schedule B (Actuarial Information) to the annual report (form 5500) with respect to each of the Plans; and (v) promptly and in any event within
five Business Days after receipt thereof by any of the Loan

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Parties or any of the ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice concerning (A) the imposition of Withdrawal Liability by any such Multiemployer Plan,
(B) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (C) the amount of liability incurred, or that is reasonably expected to
be incurred, by such Loan Party or any such ERISA Affiliate in connection with any event described in subclause (v)(A) or (v)(B) of this Section 5.03(k).

(i)Environmental Conditions.Promptly and in any event within five Business Days after a Responsible Officer of
the Borrower or any of its Subsidiaries becomes aware of the assertion or occurrence thereof:



All
such notices shall describe in reasonable detail the nature of the condition, occurrence, removal or remedial action described therein and, in the case of each such condition or
occurrence, the action that the Borrower or such Subsidiary has taken and/or proposes to take with respect thereto.

(j)Insurance.Within 30 days of a request of the Administrative Agent, a report summarizing the
insurance coverage in effect for the Borrower and each of its Subsidiaries, specifying therein the type, carrier, amount, deductibles and co-insurance requirements and expiration dates
thereof and containing such additional information as any of the Lender Parties, through the Administrative Agent, may reasonably request.

(k)Other Information.Such other information respecting the business, condition (financial or otherwise),
operations, liabilities (actual or contingent), performance, properties or prospects of the Borrower or any of its Subsidiaries as any of the Lender Parties, through the Administrative Agent, may from
time to time reasonably request.

SECTION
5.04.Financial Covenants.So long as any of the Advances or any of the other Obligations of any Loan
Party under or in respect of any of the Loan Documents shall remain unpaid,

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any of the Letters of Credit shall remain outstanding or any of the Lender Parties shall have any Commitment hereunder, the Borrower will:

(a)Leverage Ratio.Maintain a Leverage Ratio at all times during each period set forth below of not more than
the amount set forth opposite such period set forth below:

Period

RatioApril 11, 2002 through
December 31, 2002

4.25:1January 1, 2003 through
December 31, 2003

4.00:1January 1, 2004 through
December 31, 2004

3.50:1January 1, 2005 and
thereafter

3.00:1


(b)Fixed Charge Coverage Ratio.Maintain a Fixed Charge Coverage Ratio as of the last day of each Measurement
Period set forth below of not less than the amount set forth opposite such Measurement Period set forth below:

Measurement Period
Ending In

RatioJune 30, 2002

2.25:1September 30, 2002

2.25:1December 31, 2002

2.50:1March 31, 2003

2.50:1June 30, 2003

2.50:1September 30, 2003

2.50:1December 31, 2003

2.50:1March 31, 2004

2.75:1June 30, 2004

2.75:1September 30, 2004

2.75:1December 31, 2004

2.75:1March 31, 2005 and
thereafter

3.00:1


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(c)Interest Coverage Ratio.Maintain an Interest Coverage Ratio as of the last day of each Measurement Period
set forth below of not less than the amount set forth opposite such Measurement Period set forth below:

Measurement Period
Ending In

RatioJune 30, 2002

2.25:1September 30, 2002

2.25:1December 31, 2002

2.50:1March 31, 2003

2.50:1June 30, 2003

2.50:1September 30, 2003

2.50:1December 31, 2003

2.50:1March 31, 2004

2.75:1June 30, 2004

2.75:1September 30, 2004

2.75:1December 31, 2004

2.75:1March 31, 2005 and
thereafter

3.00:1


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ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01.Events of Default.If any of the following events
("Events of Default") shall occur and be continuing:

(a)    the
Borrower shall fail to pay any principal of or any interest on any Advance when the same shall become due and payable, or any of the Loan Parties shall fail to make
any other payment under or in respect of any of the Loan Documents required to have been made by it, when the same shall become due and payable, in each case whether by scheduled maturity or at a date
fixed for prepayment or by acceleration, demand or otherwise; or

(b)    any
representation or warranty made by any of the Loan Parties (or any of their respective officers) under or in connection with any of the Loan Documents (including,
without limitation, in any certificate, report, statement or other writing at any time furnished (or deemed to have been furnished) to the Administrative Agent or any of the Lender Parties by or on
behalf of any of the Loan Parties) shall prove to have been incorrect in any material respect on the date as of which it was made or deemed made; or

(c)    (i) the
Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.16, 5.01(b), 5.01(e) or 5.01(i) or
Section 5.02, 5.03 or 5.04 or (ii) any of the other Loan Parties shall fail to perform or observe any term, covenant or agreement contained in Section 4 or 7 of the Subsidiaries
Guarantee on its part to be performed or observed; or

(d)    any
of the Loan Parties shall fail to perform or observe any term, covenant or agreement contained in any of the Loan Documents on its part to be performed or observed
that is not otherwise referred to in Section 6.01(c) if such failure shall remain unremedied for at least 30 consecutive days after the earlier of the date on which (i) a Responsible
Officer of the Borrower or any of its Subsidiaries first becomes aware of such failure and (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or any
of the Lender Parties; or

(e)    (i) the
Borrower or any of its Subsidiaries shall fail to pay any principal of, premium or interest on, or any other amount payable in respect of, one or more
items of Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness outstanding hereunder) that is outstanding (or under which one or more Persons have a commitment to extend credit) in
an aggregate principal amount (or, in the case of any Hedge Agreement, having an Agreement Value) of at least $10,000,000 at the time of such failure, when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreements or instruments
relating to all such Indebtedness; or (ii) any other event shall occur or condition shall exist under the agreements or instruments relating to one or more items of Indebtedness of the Borrower
and its Subsidiaries (excluding Indebtedness outstanding hereunder) that is outstanding (or under which one or more Persons have a commitment to extend credit) in an aggregate principal amount (or, in
the case of any Hedge Agreement, having an Agreement Value) of at least $10,000,000 at the time of such other event or condition, and shall continue after the applicable grace period, if any,
specified in all such agreements or instruments, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause,
or to permit the holder thereof to cause, such Indebtedness to mature; or (iii) one or more items of Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness outstanding
hereunder) that is outstanding (or under which one or more Persons have a commitment to extend credit) in an aggregate principal amount (or, in the case of any Hedge Agreement, having an Agreement
Value) of at least $10,000,000 shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled or required prepayment or redemption), purchased or
defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

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(f)    the
Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, administrator or other similar official for it or for any substantial part
of its property and assets and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall
remain undismissed or unstayed for a period of at least 60 consecutive days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or
the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property and assets) shall occur; or any event or action analogous to or having a
substantially similar effect to any of the events or actions set forth above in this Section 6.01(f) (other than a solvent reorganization) shall occur under the Requirements of Law of any
jurisdiction applicable to the Borrower or any of its Subsidiaries; or the Borrower or any of its Subsidiaries shall take any corporate, partnership, limited liability company or other similar action
to authorize any of the actions set forth above in this Section 6.01(f);providedthat any action or circumstance permitted under
Section 5.01(h) shall not be deemed to result in an Event of Default under this Section 6.01(f); or

(g)    one
or more judgments or orders for the payment of money in excess of $10,000,000 in the aggregate shall be rendered against one or more of the Borrower and its
Subsidiaries and shall remain unsatisfied and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order or (ii) there shall be any
period of at least ten consecutive Business Days during which a stay of enforcement of any such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however,
that any such judgment or order shall not give rise to an Event of Default under this Section 6.01(g) if and for so long as
(A) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the defendant and the insurer covering full payment thereof and
(B) such insurer has been notified, and has not disputed the claim made for payment, of the amount of such judgment or order; or

(h)    one
or more nonmonetary judgments or orders (including, without limitation, writs or warrants of attachment, garnishment, execution, distraint or similar process) shall
be rendered against the Borrower or any of its Subsidiaries that, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect and there shall be any period of at
least ten consecutive Business Days during which a stay of enforcement of any such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(j)    any
provision of any of the Loan Documents after delivery thereof pursuant to Sections 3.01, 5.01(j) or 5.01(k) shall for any reason (other than pursuant to the terms
thereof) cease to be valid and binding on or enforceable against any of the Loan Parties intended to be a party to it, or any such Loan Party shall so state in writing;

(k)    any
Collateral Document or financing statement after delivery thereof pursuant to Sections 3.01, 5.01(j) or 5.01(k) shall for any reason (other than pursuant to the
terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby subject only to Liens permitted thereby; or

(l)    any
of the following events or conditions shall have occurred and such event or condition, when aggregated with any and all other such events or conditions set forth in
this subsection (k), has

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resulted or is reasonably expected to result in liabilities of the Loan Parties and/or the ERISA Affiliates in an aggregate amount exceeding $10,000,000 at any time:



(m)    the
Borrower or any of its Subsidiaries shall suspend or discontinue all or any part of its businesses and operations other than in the ordinary course of business
(determined on the basis of past practices) and such suspension or discontinuance, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect; or

(n)    a
Change of Control shall occur; or

(o)    an
"Event of Default"(as defined in the Senior Notes Indenture) shall have occurred and be continuing under the Senior
Notes Indenture; or

(p)    a
"Termination Event"(as defined in the Caremark Receivables Securitization Documents (or any similar event or
circumstance under any instrument, agreement or other document evidencing or otherwise setting forth the terms and conditions of any other Permitted Receivables Securitization)) shall have occurred
and be continuing under the Caremark Receivables Securitization Documents (or any such similar instruments, agreements or other documents);

then,
and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each of
the Lender Parties and the obligation of each of the Lender Parties to make Advances (other than Letter of Credit Advances by the Issuing Bank or any of the Revolving Credit Lenders pursuant to
Section 2.03(c)(i) and Swing Line Advances by any of the Revolving Credit Lenders pursuant to Section 2.02(b)(ii)) and of the Issuing Bank to issue Letters of Credit to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the
Notes, all interest thereon and all other amounts payable under or in respect of this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and
all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower and (B) by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all of the Obligations under such
agreement be declared to be due and payable;provided, however, that in the event of an actual or deemed entry of an order for relief with respect to
any Loan Party under the

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United States Federal Bankruptcy Code or a similar order or action under any other Requirements of Law covering the protection of creditors' rights or the relief of debtors applicable to any Loan
Party, (1) the Commitments of each of the Lender Parties and the obligation of each of the Lender Parties to make Advances (other than Letter of Credit Advances by the Issuing Bank or any of
the Revolving Credit Lenders pursuant to Section 2.03(c)(i) and Swing Line Advances by any of the Revolving Credit Lenders pursuant to Section 2.02(b)(ii)) and of the Issuing Bank
to issue Letters of Credit shall automatically be terminated and (2) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

SECTION
6.02.Actions in Respect of the Letters of Credit upon Default.If any Event of Default shall have
occurred and be continuing, the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or
otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, pay to the Collateral Trustee in same day funds at the Collateral Trustee's office designated in such
demand, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding;provided,
however, that in the event of an actual or deemed entry of an order for relief with respect to any Loan Party under the United States Federal Bankruptcy Code or a similar order
or action under any other Requirements of Law covering the protection of creditors' rights or the relief of debtors applicable to any Loan Party, the Borrower, without requirement of demand by the
Administrative Agent or any other Person, will forthwith pay to the Collateral Trustee in same day funds at the Collateral Trustee's office for deposit in the L/C Cash Collateral Account an amount
equal to such aggregate Available Amount. If at any time the Administrative Agent or, as the case may be, the Collateral Trustee, determines that any funds held in the L/C Cash Collateral Account are
subject to any right or claim of any Person other than the Secured Parties or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower
will, forthwith upon demand by the Administrative Agent, pay to the Collateral Trustee, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess
of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Bank
or Revolving Credit Lenders, as applicable, in the manner provided for in the Security Agreement and to the extent permitted by applicable law.

ARTICLE VII

THE AGENTS

SECTION 7.01.Authorization and Action.

(a)    Each
of the Lender Parties (in its respective capacities as a Lender, a Swing Line Bank and the Issuing Bank, in each case if applicable) hereby appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for under the Loan Documents (including,
without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all of the Lender Parties
and all holders of Notes;provided, however, that the Administrative Agent shall not be required to take any action (i) that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement or to applicable

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Requirements of Law or (ii) as to which the Administrative Agent has not received adequate security or indemnity (whether pursuant to Section 7.05 or otherwise). If the security or
indemnity furnished to the Administrative Agent for any purpose under or in respect of the Loan Documents shall, in the good faith opinion of the Administrative Agent, be insufficient or become
impaired, then the Administrative Agent may require additional security or indemnity and cease, or not commence, to follow the directions or take the actions indemnified against until such additional
security or indemnity is furnished. The Administrative Agent agrees to give to each of the Lender Parties prompt notice of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

(b)    The
Administrative Agent may from time to time in its discretion appoint any of the Lender Parties or any of the Affiliates of a Lender Party to act as its
co-agent or subagent or attorney-in-fact for purposes of executing any of the duties and responsibilities of the Administrative Agent under or in respect of this
Agreement or any of the other Loan Documents. In such capacity, such co-agents, subagents and attorneys-in-fact shall be entitled to the benefits of all provisions
of this Article VII (including, without limitation, Section 7.05, as though such co-agents or subagents or attorneys-in-fact were the "Administrative
Agent" under the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall not be responsible for any gross negligence or willful misconduct of any of the
co-agents or subagents or attorneys-in-fact selected by it with reasonable care.

(c)    None
of the Syndication Agent, the Documentation Agent and the Lead Arranger shall have any powers or discretion under this Agreement or any of the other Loan Documents,
and the Borrower, the Administrative Agent and each of the Lender Parties hereby acknowledge that none of the Syndication Agent, the Documentation Agent or the Lead Arranger has any liability under
this Agreement or under any of the other Loan Documents.

(d)    The
Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received
written notice from a Lender Party or the Borrower specifying 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 of the occurrence of a Default or Event of Default, the Administrative Agent shall give prompt notice thereof to
the Lender Parties. The Administrative Agent shall (subject to Section 7.02) take such action with respect to such Default or Event of Default as shall reasonably be directed by the Required
Lenders;providedthat, 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 refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lender Parties
including, without limitation, serving notice of the occurrence of a Default or Event of Default on the Collateral Trustee.

SECTION
7.02.Administrative Agent's Reliance, Etc.Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or
willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. Without limiting the generality of the immediately preceding sentence, the Administrative
Agent:

(a)    may
treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is
the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;

(b)    may
consult with legal counsel (including counsel for any of the Loan Parties), independent public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken in good faith by it in accordance with the advice or statements of such counsel, accountants or experts;

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(c)    makes
no representation or warranty to any of the Secured Parties and shall not be responsible to any of the Secured Parties for any statements, representations or
warranties (whether written or oral) made in or in connection with the Loan Documents;

(d)    shall
not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the
part of any of the Loan Parties or to inspect the property and assets (including the books and records) of any of the Loan Parties;

(e)    shall
not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any
other instrument or document furnished pursuant thereto; and

(f)    shall
incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, order, certificate or other instrument, writing or
communication (which may be by telephone, telecopy or E-mail) believed by it to be genuine and signed or sent or made by or on behalf of the proper party or parties.

SECTION
7.03.BofA, BAS and Affiliates.With respect to its Commitments, the Advances made by it and the Note or
Notes issued to it, BofA (and any successor acting as the Administrative Agent) in its capacity as a Lender Party hereunder shall have the same rights and powers under the Loan Documents as any other
Lender Party and may exercise the same as though it were not acting as the Administrative Agent; and the terms"Lender", "Lenders", "Lender Party", "Lender Parties", "Finance
Party," "Finance Parties," "Secured Party"or"Secured Parties" shall, unless otherwise expressly indicated, include BofA in its
individual capacity. BofA (and any successor acting as the Administrative Agent), BAS and their respective Affiliates may (without having to account therefor to any Lender Party) accept deposits from,
lend money to, make investments in, provide services to, and generally engage in any kind of lending, trust, or other business with any Loan Party or any of its or their respective Subsidiaries or
Affiliates as if it were not acting as an Agent, and BofA (and any successor acting as the Administrative Agent), BAS and their respective affiliates may accept fees and other consideration from any
Loan Party or any of its or their respective Subsidiaries or Affiliates, or any Person that may do business with or own securities of any Loan Party or any such Subsidiary or Affiliate, for services
in connection with this Agreement or otherwise without having to account for the same to the Lender Parties.

SECTION
7.04.Lender Credit Decision.Each of the Lender Parties hereby acknowledges that it has, independently
and without reliance upon any of the Agents or any of the other Lender Parties and based on the financial statements referred to in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lender Parties also hereby acknowledges that it will, independently and without reliance
upon any of the Agents or any of the other Lender Parties and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement. Except for notices, reports, and other documents and information expressly required to be furnished to the Lender Parties by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide any Lender Party with any credit or other information concerning the affairs, financial condition, or business of any Loan
Party or any of its Subsidiaries or Affiliates that may come into the possession of the Administrative Agent or any of its Affiliates.

SECTION
7.05.Indemnification.

(a)    Each
of the Lenders hereby severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender's
ratable share (determined as provided below in this subsection (a)) of any and all liabilities, obligations, losses,

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damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in
any way relating to or arising out of the Loan Documents or any action taken or omitted by the Administrative Agent under the Loan Documents;provided,
however, that none of the Lenders shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. In the case of any
claim, investigation, litigation or proceeding to which the indemnity in this subsection (a) applies, such indemnity shall be effective whether or not such claim, investigation, litigation or
proceeding is brought by the Administrative Agent, any of the Lender Parties or a third party. Without limiting any of the provisions of the immediately preceding sentence, each of the Lenders hereby
agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by
the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent that the Administrative Agent is not promptly reimbursed for such
costs and expenses by the Borrower. For purposes of this subsection (a), the Lenders' respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the
aggregate principal amount of all Advances owing to the respective Lenders and outstanding at such time, (ii) the respective Lender's Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time, (iii) the aggregate unused portions of the Term Loan Commitments of the respective Lenders at such time (if any) and (iv) the aggregate Unused
Revolving Credit Commitments of the respective Lenders at such time;providedthat the aggregate principal amount of all Swing Line
Advances owing to the Swing Line Bank and all Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the Revolving Credit Lenders ratably in accordance with their
respective Revolving Credit Commitments. The failure of any of the Lenders to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the
Lenders to the Administrative Agent as provided in this subsection (a) shall not relieve any of the other Lenders of its obligation hereunder to reimburse the Administrative Agent for its
ratable share of such amount, but none of the Lenders shall be responsible for the failure of any of the other Lenders to reimburse the Administrative Agent for such other Lender's ratable share of
such amount.

(b)    Each
of the Revolving Credit Lenders hereby severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and against such
Revolving Credit Lender's ratable share (based upon their respective Revolving Credit Commitments) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents
or any action taken or omitted by the Issuing Bank under the Loan Documents;provided, however, that none of the Revolving Credit Lenders shall be
liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank's gross negligence or
willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. In the case of any claim, investigation, litigation or proceeding to which the indemnity in
this subsection (b) applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by the Issuing Bank, any of the Lender Parties or a
third party. Without limiting any of the provisions of the immediately preceding sentence, each of the Revolving Credit Lenders hereby agrees to reimburse the Issuing Bank promptly upon demand for its
ratable share (based upon their respective Revolving Credit Commitments) of any costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the Issuing Bank in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement

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(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents, to the extent
that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower. The failure of any of the Revolving Credit Lenders to reimburse the Issuing Bank promptly upon demand for
its ratable share of any amount required to be paid by the Revolving Credit Lenders to the Issuing Bank as provided in this subsection (b) shall not relieve any of the other Revolving Credit
Lenders of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but none of the Revolving Credit Lenders shall be responsible for the failure of any of the
other Revolving Credit Lenders to reimburse the Issuing Bank for such other Revolving Credit Lender's ratable share of such amount.

(c)    Without
prejudice to the survival of any other agreement of any of the Lenders hereunder, the agreement and obligations of each of the Lenders contained in this
Section 7.05 shall survive the payment in full of all principal, interest and other amounts payable under (and specified in) this Agreement and the other Loan Documents.

SECTION
7.06.Successor Administrative Agent.The Administrative Agent may resign as to any or all of the
Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders.
Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has
resigned or been removed;providedthat, so long as no Default shall have occurred and be continuing, the Borrower shall have the right to
consent to any such successor Administrative Agent, such consent not to be unreasonably withheld and to be deemed to have been given if the Borrower does not object to the proposed successor
Administrative Agent within five Business Days after receiving notice thereof. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders and the other Finance Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United
States of America or of any state thereof and having a combined capital and surplus of at least $500,000,000. If within 45 days after written notice is given of the retiring Administrative
Agent's resignation or removal as to any or all of the Facilities under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment,
then on such 45th day (a) the retiring Administrative Agent's resignation or removal shall become effective as to such of the Facilities as to which the Administrative Agent has resigned or
been removed, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations as to such Facilities under the Loan Documents and (c) the Required
Lenders shall thereafter perform all duties and obligations of the retiring Administrative Agent as to such Facilities under the Loan Documents until such time, if any, as the Required Lenders appoint
a successor Administrative Agent as provided above in this Section 7.06. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all
of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent as to less than all of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings
under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of
such Facilities, and the retiring Administrative Agent shall be discharged from

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its duties and obligations under the Loan Documents as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent
as to all of the Facilities shall become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent as to any of the Facilities under this Agreement.

SECTION
7.07.Release of Collateral.Upon the payment of all Notes and all other amounts payable under the Loan
Documents, the termination of all Letters of Credit and the termination of all commitments of the Lender Parties hereunder, the Lender Parties hereby agree that all Collateral is released from the
security interest granted under the respective Collateral Documents, and upon the sale, lease, transfer or other disposition of any item of Collateral of any Loan Party in accordance with the terms of
the Loan Documents, the Lender Parties hereby agree that such item of Collateral is released from the security interest granted under the respective Collateral Documents. In connection therewith, the
Lender Parties hereby irrevocably authorize the Administrative Agent from time to time to instruct the Collateral Trustee to release any such Collateral or to consent to any such release pursuant to
the Trust Agreement, as applicable. The Administrative Agent will, at the Borrower's expense, execute and deliver to the respective Loan Party such documents as such Loan Party may reasonably request
to evidence the release of such item of Collateral from the security interest granted under the Collateral Documents.

SECTION
7.08.Release of Guarantor.Upon the sale of outstanding shares of capital stock and other equity,
ownership and profit interests in any Guarantor in a transaction which is permitted under Section 5.02(d) where such Guarantor ceases to be a Subsidiary, then upon request by the Borrower, the
Administrative Agent, on behalf of each Lender Party, shall confirm in writing that the liability of such Guarantor under the Subsidiaries Guaranty is released and discharged effective when such
transaction is consummated and all requirements hereunder in connection therewith are satisfied, including with respect to the application of the proceeds of such sale. Such confirmation from the
Administrative Agent (a) shall establish conclusively that the liability of such Guarantor under the Subsidiaries Guarantee is released and discharged and (b) may be relied on, without
further inquiry, by the purchaser in such transaction and each of its transferees. Each Lender Party hereby irrevocably authorizes the Administrative Agent to release any Guarantor from time to time
to the extent provided for herein and to execute any document reasonably required in connection therewith.

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ARTICLE VIII

MISCELLANEOUS

SECTION 8.01.Amendments, Etc.No amendment or waiver of any provision of this
Agreement, the Notes, the Trust Agreement or any of the other Loan Documents (except to the extent otherwise expressly provided for therein), nor consent to any departure by any of the Loan Parties
therefrom, shall in any event be effective unless the same shall be in writing and signed (or, in the case of the Collateral Documents, consented to) by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given;provided, however, that:

(a)    no
amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any of the Lenders that is, at such time, a Defaulting Lender), do
any of the following at any time:



(b)    no
amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each of the Lenders (other than any of the Lenders that is, at such time,
a Defaulting Lender) that has a Commitment under the Term Loan Facility or the Revolving Credit Facility or is owed any amounts under or in respect thereof, if such Lender is directly and adversely
affected by such amendment, waiver or consent:



provided furtherthat no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or the Issuing Bank, as
the case may be, in addition to the Lenders required above to take such action, affect the rights or duties of the Swing Line Bank or the Issuing Bank, respectively, under this Agreement or any of the
other Loan Documents; andprovided furtherthat no amendment, waiver

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or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under
this Agreement or any of the other Loan Documents. Notwithstanding any of the foregoing provisions of this Section 8.01, none of the defined terms set forth in Section 1.01 shall be
amended, supplemented or otherwise modified hereafter in any manner that would change the meaning, purpose or effect of this Section 8.01 or any Section referred to herein unless such
amendment, supplement or modification is agreed to in writing by the number and percentage of Lenders (and the Issuing Bank, the Swing Line Bank and Administrative Agent, in each case if applicable)
otherwise required to amend such Section under the terms of this Section 8.01.

SECTION
8.02.Notices, Etc.

(a)    All
notices and other communications provided for hereunder shall be in writing and mailed, telecopied or delivered:



All
such notices and communications shall, when mailed or telecopied, be effective when deposited in the mail or transmitted by telecopier, respectively, addressed as aforesaid, except that notices
and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent. Delivery by telecopier of an executed
counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof.

(b)    If
any notice required under this Agreement is permitted to be made, and is made, by telephone, actions taken or omitted to be taken in reliance thereon by the
Administrative Agent or any of the Lender Parties shall be binding upon the Borrower and the other Loan Parties notwithstanding any inconsistency between the notice provided by telephone and any
subsequent writing in confirmation thereof provided to the Administrative Agent or such Lender Party;providedthat any such action taken
or omitted to be taken by the Administrative Agent or such Lender Party shall have been in good faith and in accordance with the terms of this Agreement.

SECTION
8.03.No Waiver; Remedies.No failure on the part of any of the Lender Parties or the Administrative
Agent to exercise, and no delay in exercising, any right, power or privilege hereunder or under any Note or any other Loan Document shall operate as a waiver thereof or consent thereto; nor shall any
single or partial exercise of any such right, power or privilege preclude any other or further

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exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided under applicable law.

SECTION
8.04. Indemnification.

(a)    The
Borrower hereby agrees to pay on demand (i) all reasonable costs and expenses of the Agents in connection with the preparation, execution, delivery,
administration, modification and amendment of or any consent or waiver under the Loan Documents and the other documents to be delivered thereunder (including, without limitation, (A) all due
diligence, collateral review, syndication, transportation, computer, duplication, audit, appraisal, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable
fees and expenses of counsel for each Agent with respect thereto, with respect to advising such Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or
interests, under the Loan Documents, with respect to negotiations with any of the Loan Parties or with other creditors of any of the Loan Parties or any of their Subsidiaries arising out of any
Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar
proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the
enforcement of the Loan Documents and the other documents to be delivered thereunder, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each of the Lender Parties with respect thereto).

(b)    The
Borrower hereby agrees to indemnify, defend and save, and hold harmless each of the Finance Parties and each of their respective affiliates, officers, directors,
trustees, employees, agents and advisors (each an "Indemnified Party") from and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out
of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith)
(i) the execution, delivery and performance of this Agreement (or any aspect thereof), the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the
Loan Documents or any of the transactions contemplated thereby, (ii) any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries or Affiliates of all or any portion of
the Equity Interests in, or all or substantially all the property and assets of, any other Person or (iii) the actual or alleged presence of Hazardous Materials on any property the Borrower or
any of its Subsidiaries or any Environmental
Action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the
indemnity in this subsection (b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any of the Loan Parties, its directors,
shareholders or creditors or an Indemnified Party or any Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not this Agreement or any of the other transactions
contemplated hereby is consummated. If and to the extent that the indemnity in this subsection (b) is unenforceable for any reason, the Borrower hereby agrees to make to each applicable
Indemnified Party the maximum contribution to the payment of the claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) for which
the indemnity in this subsection (b) has been determined to be unenforceable that is permitted under applicable law. The Borrower also agrees not to assert any claim against any of the Finance
Parties or any of their respective affiliates, officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential

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or punitive damages arising out of or otherwise relating to the execution, delivery and performance of this Agreement (or any aspect thereof), the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby, except to the extent, in the case of any such Person, that such claim is found in
a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Person's gross negligence or willful misconduct.

(c)    If
any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day
of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to
Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender Party other than on the last day of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), or if the Borrower fails to make any payment or prepayment
of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon
demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such
Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including,
without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to
fund or maintain such Advance.

(d)    If
any of the Loan Parties fails to pay when due any costs, expenses or other amounts payable by it under or in respect of any of the Loan Documents (including, without
limitation, fees and expenses of counsel and indemnification payments), such amount may be paid on behalf of such Loan Party by the Administrative Agent or any of the Lender Parties, in its sole
discretion.

(e)    Without
prejudice to the survival of any other agreement of any of the Loan Parties hereunder or under or in respect of any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under
and in respect of any of the other Loan Documents.

SECTION
8.05.Right of Set-off.Upon (a) the occurrence and during the continuance of any
Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01, each of the Lender Parties and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted under applicable law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing
by such Lender Party or such affiliate to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement and the
Note or Notes, if any, held by such Lender Party, irrespective of whether such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be
unmatured. Each of the Lender Parties hereby agrees promptly to notify the Borrower after any such setoff and application;provided, however, that the
failure to give such notice shall not affect the validity of such setoff and application. The rights of each of the Lender Parties and their respective Affiliates under this Section 8.05 are in
addition to other rights and remedies (including, without limitation, other rights of setoff) that such Lender Party and its respective Affiliates may have.

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SECTION
8.06.Successors and Assigns.The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender Party and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with Section 8.07(a), (ii) by way of participation in accordance with Section 8.07(e), or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of Section 8.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 8.07(e) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this
Agreement.

SECTION
8.07.Assignments and Participations.

(a)    Any
Lender may, and so long as no Default under Section 6.01(a) or 6.01(f) or Event of Default has occurred and is continuing, if demanded by the Borrower
(following (i) a demand by such Lender for the payment of additional compensation pursuant to Section 2.10(a), 2.10(b) or 2.13 or (ii) an assertion
by such Lender pursuant to Section 2.10(c) or 2.10(d) that it is impractical or unlawful for such Lender to make Eurodollar Rate Advances), upon at least five Business Days' notice to such
Lender and the Administrative Agent, each of the Lenders will, at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it);provided that:



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(b)    The
Issuing Bank may assign to any other Person all, but not a portion of, its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any
time;provided, however, that (i) each such assignment shall be to an Eligible Assignee; (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Assumption, together with a processing and recordation fee of $3,500, and (iii) no such assignments shall be permitted without the consent of the Administrative Agent until the
Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed.

The
Swing Line Bank may not assign or otherwise transfer to any other person any of its rights or obligations under its Swing Line Commitment.

(c)    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 8.07(d), from and after the effective date specified in each
Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender or the Issuing Bank under this Agreement, and the assigning Lender or Issuing Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's or Issuing Bank's rights and obligations under this
Agreement, such Lender or Issuing Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.10, 2.13 and 8.04 (and other similar provisions of the other
Loan Documents to survive the payment in full of the Obligations of the Loan Parties under or in respect of the Loan Documents) with respect to facts and circumstances occurring prior to the effective
date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with this Section 8.07(e).

(d)    The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office as set forth in Section 8.02, a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lender Parties, and the Commitments of, and principal amounts of the Advances owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lender Parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender Party hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender Party, at any reasonable time and from time to time upon reasonable prior notice
and (ii) upon its receipt of an Assignment and Assumption executed by an assigning Lender Party or Issuing Bank and an assignee, together with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Assumption has been completed and is in substantially the form of Exhibit C hereto, (x) accept such Assignment and Assumption,
(y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. In the case of any assignment by a Lender Party, within five Business
Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note or Notes from
the Borrower payable to or to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such assignment and Assumption and, if the
assigning Lender Party has retained a Commitment under such Facility, a new Note or Notes from the Borrower payable to or to the order of the assigning Lender Party in an amount equal to the
Commitment retained by it under

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such Facility. Each of the new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A-1 or Exhibit A-2 hereto, as appropriate.

(e)    Any
Lender Party may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender Party's rights
and/or obligations under this Agreement (including all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it); providedthat:



Any
agreement or instrument pursuant to which a Lender Party sells such a participation shall provide that such Lender Party shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement;providedthat such agreement or instrument may provide
that such Lender Party will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Sections 8.01(a)(iii) or (iv) or
Section 8.01(b) that affects such Participant. Subject to Section 8.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.13 and 8.04 to
the same extent as if it were a Lender Party and had acquired its interest by assignment pursuant to Section 8.07(a). To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 8.05 as though it were a Lender Party.

(f)    A
Participant shall not be entitled to receive any greater payment under Sections 2.10, 2.13 and 8.04 than the applicable Lender Party would have been entitled to
receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that is
organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of Section 2.13 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.13 as though it were a Lender Party.

(g)    Any
Lender Party may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender
Party, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank;providedthat no such pledge
or assignment shall release such Lender Party from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender Party as a party hereto.

(h)    Notwithstanding
anything to the contrary contained herein, any Lender Party (a "Granting Lender") may grant to a special
purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an "SPC")
the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement, provided that (i) nothing herein shall constitute
a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be
obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Advance were made by such

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Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender Party would be liable,
(ii) no SPC shall be entitled to the benefits of Sections 2.10 and 2.12 (or any other increased costs protection provision) and (iii) the Granting Bank shall for all purposes, including,
without limitation, the approval of any amendment or waiver of any provision of any Loan Document, remain the Lender Party of record hereunder. In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or
other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior
consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or any portion of its interest in any Advance to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or
guarantee or credit or liquidity enhancement to such SPC. This subsection (k) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advances are
being funded by the SPC at the time of such amendment.

(i)    In
the event that the Borrower shall request that the Lender Parties enter into any amendment, modification, consent or waiver with respect to this Agreement or any
other Loan Document, and any Lender Party elects not to enter into such amendment, modification, consent or waiver (each such Lender Party being a "Dissenting
Lender"), then the Borrower shall have the right upon 10 days' written notice to the Administrative Agent and such Dissenting Lender, to require each such Dissenting
Lender to assign 100% of the rights and obligations of the Dissenting Lender at par to any Lender or any other financial institution which satisfies the requirements of Section 8.07(a) and has
been consented to by the Administrative Agent, the Swing Line Lender and in the case of any assignment of a Revolving Credit Commitment each Issuing Bank (which consents in the case of the
Administrative Agent and the Swing Line Lender shall not be unreasonably withheld or delayed). Each such assignment shall be made pursuant to an Assignment and Assumption and shall comply with the
other terms of this Section 8.07. The Borrower shall pay to such Dissenting Lender, concurrently with the effectiveness of such assignment, any amounts payable under this Agreement that would
have been
payable if the Borrower had voluntarily prepaid such Advances and all fees hereunder then due to such Dissenting Lender. The Dissenting Lender shall not be required to pay any fee relating to such
assignment.

SECTION
8.08.No Liability of the Issuing Bank.The Borrower assumes all risks of the acts or omissions of any
beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither the Issuing Bank nor any of its officers or directors shall be liable or responsible for:

(a)    the
use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(b)    the
validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid,
insufficient, fraudulent or forged;

(c)    payment
by the Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or

(d)    any
other circumstances whatsoever in making or failing to make payment under any Letter of Credit;

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except
that the Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the
Borrower that the Borrower proves were caused by (i) the Issuing Bank's willful misconduct or gross negligence as determined in a final, nonappealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank's willful failure to make lawful
payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation
of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the
contrary.

SECTION
8.09.Confidentiality.Neither any Agent nor any Lender Party shall disclose any Confidential
Information to any Person without the consent of the Borrower, other than (a) to such Agent's or such Lender Party's Affiliates and their officers, directors, trustees, employees, agents and
advisors, to other Lender Parties and to actual or prospective Eligible Assignees and participants, and then in each case
only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any state, federal or foreign authority or examiner
(including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Lender Party, (d) to any rating agency when required by
it,providedthat, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential
Information relating to the Loan Parties received by it from such Lender Party in accordance with such rating agency's internal procedures generally applicable to information of the same type,
(e) in connection with any litigation or proceeding to which such Agent or such Lender Party or any of its Affiliates may be a party, provided that such Agent, Lender Party or Affiliate will
(unless prohibited by law) use its reasonable best efforts to provide the Borrower with sufficient notice thereof prior to any such disclosure to permit the Borrower the opportunity to obtain a
protective order with respect thereto, or (f) in connection with the exercise of any remedy under this Agreement or any other Loan Document.

SECTION
8.10.Execution in Counterparts.This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION
8.11.Governing Law; Jurisdiction, Etc.

(a)    This
Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)    Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any New York State
court or any federal court of the United States of America sitting in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted under applicable
law, in any such federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such
action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 8.02, or by any other method
permitted under applicable law. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced

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in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any of the parties hereto may otherwise have to
bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

(c)    Each
of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.

SECTION
8.12.WAIVER OF JURY TRIAL.EACH OF THE BORROWER, THE AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS
OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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





| |  | THE BORROWER                                                                      
| |  | ----------------------------------------------------------------------------------
| |  | CAREMARK RX, INC.                                                                 
| |  |                                                                                   
| |  | By                                                                                
| |  | Name: Howard A. McLure
Title: Executive Vice President and Chief Financial Officer

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| |  | THE ADMINISTRATIVE AGENT                 
| |  | -----------------------------------------
| |  | BANK OF AMERICA, N.A.                    
| |  |                                          
| |  | By                                       
| |  | Name: Gary Filieger
Title: Vice President

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| |  | THE LEAD ARRANGER             
| |  | ------------------------------
| |  | BANK OF AMERICA SECURITIES LLC
| |  |                               
| |  | By                            
| |  | Name:
Title:                  

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| |  | THE SYNDICATION AGENT                            
| |  | -------------------------------------------------
| |  | J.P. MORGAN SECURITIES INC.                      
| |  |                                                  
| |  | By                                               
| |  | Name: Patricia J. Caffrey
Title: Managing Diector

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| |  | THE DOCUMENTATION AGENT                             
| |  | ----------------------------------------------------
| |  | WACHOVIA BANK, NATIONAL ASSOCIATION                 
| |  |                                                     
| |  | By                                                  
| |  | Name: Jessica S. Wright
Title: Senior Vice President

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| |  | THE INITIAL LENDERS                                                         
| |  | ----------------------------------------------------------------------------
| |  | BANK OF AMERICA, N.A., as a Lender, the Swing Line Bank and the Issuing Bank
| |  |                                                                             
| |  | By                                                                          
| |  | Name: Larry J. Gordon
Title: Principal                                      

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| |  | WACHOVIA BANK, NATIONAL ASSOCIATION                 
| |  | ----------------------------------------------------
| |  |                                                     
| |  | By                                                  
| |  | Name: Jessica S. Wright
Title: Senior Vice President

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| |  | SCOTIABANC INC.                               
| |  | ----------------------------------------------
| |  |                                               
| |  | By                                            
| |  | Name: Dana Maloney
Title: Relationship Manager

---

| |  | JPMORGAN CHASE BANK                     
| |  | ----------------------------------------
| |  |                                         
| |  | By                                      
| |  | Name: Dawn Lee Lum
Title: Vice President

---

| |  | FLEET NATIONAL BANK                             
| |  | ------------------------------------------------
| |  |                                                 
| |  | By                                              
| |  | Name: Walter J. Marullo
Title: Managing Director

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| |  | CREDIT LYONNAIS, NEW YORK BRANCH                       
| |  | -------------------------------------------------------
| |  |                                                        
| |  | By                                                     
| |  | Name: Charles H. Heidsieck
Title: Senior Vice President

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| |  | BANK ONE, NA                             
| |  | -----------------------------------------
| |  |                                          
| |  | By                                       
| |  | Name: L. Richard Schiller
Title: Director

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|UBS AG STAMFORD BRANCH                                                                  
|----------------------------------------------------------------------------------------
|                                                                                        
|By                                                                                      
|Name: Wilfred V. Saint
Title: Associate Director Banking
          Products Services, US

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