<PAGE>   1

Exhibit 10

                                                                  CONFORMED COPY




                                  $550,000,000

                                     364-DAY
                                CREDIT AGREEMENT

                                   dated as of

                                 AUGUST 23, 2000

                                      among

                              GUIDANT CORPORATION,

                             THE BANKS PARTY HERETO,

                                       and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                             as Administrative Agent

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

                           J.P. MORGAN SECURITIES INC.
                                    Arranger

                              BANK OF AMERICA, N.A.
                            THE CHASE MANHATTAN BANK,
                   Co-Documentation and Co-Syndication Agents

                              BANK ONE, INDIANA, NA
                                 CITIBANK, N.A.,
                             Senior Managing Agents






<PAGE>   2
                                TABLE OF CONTENTS

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                                     ARTICLE 1  Definitions

Section 1.01.  Definitions......................................................................1
Section 1.02.  Accounting Terms and Determinations.............................................13
Section 1.03.  Types of Borrowings.............................................................14

                                      ARTICLE 2  The Credits

Section 2.01.  Commitments to Lend.............................................................14
Section 2.02.  Increased Commitments; Additional Banks.........................................14
Section 2.03.  Notice of Committed Borrowing...................................................16
Section 2.04.  Money Market Borrowings.........................................................16
Section 2.05.  Notice to Banks; Funding of Loans...............................................20
Section 2.06.  Notes...........................................................................21
Section 2.07.  Maturity of Loans...............................................................22
Section 2.08.  Interest Rates..................................................................22
Section 2.09.  Method of Electing Interest Rates...............................................24
Section 2.10.  Facility Fees...................................................................25
Section 2.11.  Termination or Reduction of Commitments.........................................26
Section 2.12.  Optional Prepayments............................................................26
Section 2.13.  General Provisions as to Payments...............................................26
Section 2.14.  Funding Losses..................................................................27
Section 2.15.  Computation of Interest and Fees................................................28
Section 2.16.  Regulation D Compensation.......................................................28
Section 2.17.  Maximum Interest Rate...........................................................28

                                      ARTICLE 3  Conditions

Section 3.01.  Effectiveness...................................................................29
Section 3.02.  Borrowings......................................................................30

                            ARTICLE 4  Representations and Warranties

Section 4.01.  Corporate Existence and Power...................................................31
Section 4.02.  Corporate and Governmental Authorization; No
               Contravention...................................................................31
Section 4.03.  Binding Effect..................................................................31
Section 4.04.  Financial Information...........................................................31
Section 4.05.  Litigation......................................................................32
Section 4.06.  Compliance with ERISA...........................................................32
Section 4.07.  Environmental Matters...........................................................32
Section 4.08.  Taxes...........................................................................33
Section 4.09.  Subsidiaries....................................................................33
Section 4.10.  No Regulatory Restrictions on Borrowing.........................................33
</TABLE>

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Section 4.11.  Full Disclosure.................................................................33

                                      ARTICLE 5  Covenants

Section 5.01.  Information.....................................................................34
Section 5.02.  Payment of Obligations..........................................................36
Section 5.03.  Maintenance of Property; Insurance..............................................36
Section 5.04.  Conduct of Business and Maintenance of Existence................................37
Section 5.05.  Compliance with Laws............................................................37
Section 5.06.  Inspection of Property, Books and Records.......................................37
Section 5.07.  Consolidated Leverage Ratio.....................................................37
Section 5.08.  Subsidiary Debt.................................................................37
Section 5.09.  Minimum Consolidated Net Worth..................................................37
Section 5.10.  Negative Pledge.................................................................38
Section 5.11.  Consolidations, Mergers and Sales of Assets.....................................39
Section 5.12.  Use of Proceeds.................................................................39
Section 5.13.  Limitations on Restrictions Affecting Subsidiaries..............................39

                                       ARTICLE 6  Default

Section 6.01.  Events of Default...............................................................40
Section 6.02.  Notice of Default...............................................................42

                                      ARTICLE 7  The Agents

Section 7.01.  Appointment and Authorization...................................................43
Section 7.02.  Administrative Agent and Affiliates.............................................43
Section 7.03.  Action by Administrative Agent..................................................43
Section 7.04.  Consultation with Experts.......................................................43
Section 7.05.  Liability of Administrative Agent...............................................43
Section 7.06.  Indemnification.................................................................44
Section 7.07.  Credit Decision.................................................................44
Section 7.08.  Successor Administrative Agent..................................................44
Section 7.09.  Agents' Fees....................................................................45
Section 7.10.  Other Agents....................................................................45

                               ARTICLE 8  Change in Circumstances

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair........................45
Section 8.02.  Illegality......................................................................46
Section 8.03.  Increased Cost and Reduced Return...............................................46
Section 8.04.  Taxes...........................................................................48
Section 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans.......................50
Section 8.06.  Substitution Of Bank............................................................50
</TABLE>

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                                    ARTICLE 9  Miscellaneous

Section 9.01.  Notices.........................................................................51
Section 9.02.  No Waivers......................................................................51
Section 9.03.  Expenses; Indemnification.......................................................51
Section 9.04.  Set-offs........................................................................52
Section 9.05.  Amendments and Waivers..........................................................53
Section 9.06.  Successors; Participations and Assignments......................................53
Section 9.07.  Designated Lenders..............................................................55
Section 9.08.  No Reliance on Margin Stock.....................................................56
Section 9.09.  Governing Law; Submission to Jurisdiction.......................................56
Section 9.10.  Counterparts; Integration.......................................................57
Section 9.11.  WAIVER OF JURY TRIAL............................................................57
</TABLE>





                                       iii




<PAGE>   5
COMMITMENT SCHEDULE
PRICING SCHEDULE

Exhibit A         -        Note
Exhibit B         -        Money Market Quote Request
Exhibit C         -        Invitation for Money Market Quotes
Exhibit D         -        Money Market Quote
Exhibit E-1       -        Opinion of Special Counsel for the Borrower
Exhibit E-2       -        Opinion of General Counsel of the Borrower
Exhibit F         -        Opinion of Davis Polk & Wardwell, Special Counsel for
                           the Agents
Exhibit G         -        Assignment and Assumption Agreement
Exhibit H         -        Designation Agreement






                                       iv

<PAGE>   6
     364-DAY AGREEMENT dated as of August 23, 2000 among GUIDANT CORPORATION,
the BANKS party hereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent.

     The parties hereto agree as follows:

                                   ARTICLE 1
                                  Definitions

     Section 1.01. Definitions. The following terms, as used herein, have the
following meanings:

     "ACS" means Advanced Cardiovascular Systems, Inc., a California
corporation.

     "ABSOLUTE RATE AUCTION" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.04.

     "ADDITIONAL BANK" has the meaning set forth in Section 2.02(b).

     "ADMINISTRATIVE AGENT" means Morgan Guaranty Trust Company of New York in
its capacity as agent for the Banks hereunder, and its successors in such
capacity.

     "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent,
completed by such Bank and returned to the Administrative Agent (with a copy to
the Borrower).

     "AGENTS" means the Administrative Agent, the Syndication Agents, the
Documentation Agents and the Senior Managing Agents.

     "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

     "ASSIGNEE" has the meaning set forth in Section 9.06(c).

     "BANK" means (i) each bank or other financial institution listed on the



                                       1
<PAGE>   7
Commitment Schedule, (ii) each Additional Bank which becomes a Bank pursuant to
Section 2.02, (iii) each Assignee which becomes a Bank pursuant to Section
9.06(c) and (iv) their respective successors.

     "BASE RATE" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.

     "BASE RATE LOAN" means a Committed Loan which bears interest at the Base
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Section 2.09(a) or Article 8.

     "BENEFIT ARRANGEMENT" means, at any time, an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

     "BORROWER" means Guidant Corporation, an Indiana corporation, and its
successors.

     "BORROWER'S 1999 FORM 10-K" means the Borrower's annual report on Form 10-K
for 1999, as filed with the SEC pursuant to the Exchange Act.

     "BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly report on Form
10-Q for the quarter ended June 30, 2000, as filed with the SEC pursuant to the
Exchange Act.

     "BORROWING" has the meaning set forth in Section 1.03.

     "CPI" means Cardiac Pacemakers, Inc., a Minnesota corporation.

     "COMMITMENT" means, (i) with respect to each Bank listed on the Commitment
Schedule, the amount set forth opposite such Bank's name on the Commitment
Schedule and (ii) with respect to each Additional Bank or Assignee which becomes
a Bank pursuant to Section 2.02 or 9.06(c), the amount of the Commitment thereby
assumed by it, in each case, as such amount may be changed from time to time
pursuant to Sections 2.02, 2.11 and 9.06(c); provided that, if the context so
requires, the term "COMMITMENT" means the obligation of a Bank to extend credit
up to such amount to the Borrower hereunder.

     "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

     "COMMITTED LOAN" means a loan made by a Bank pursuant to Section 2.01;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "COMMITTED



                                       2
<PAGE>   8
LOAN" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

     "CONSOLIDATED DEBT" means, at any date, the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

     "CONSOLIDATED EBITDA" means, for any period, Consolidated Net Income for
such period plus, to the extent deducted in determining Consolidated Net Income
for such period, the aggregate amount of (i) Consolidated Interest Expense, (ii)
income tax expense and (iii) depreciation, amortization and other similar
non-cash charges.

     "CONSOLIDATED LEVERAGE RATIO" means, at any date, the ratio of (i)
Consolidated Debt at such date to (ii) Consolidated EBITDA for the period of
four consecutive Fiscal Quarters most recently ended on or prior to such date.

     "CONSOLIDATED NET INCOME" means, for any period, the net income of the
Borrower and its Consolidated Subsidiaries, determined on a consolidated basis
for such period, adjusted to exclude the effect of any extraordinary gain or
loss.

     "CONSOLIDATED NET WORTH" means, at any date, the consolidated stockholders'
equity of the Borrower and its Consolidated Subsidiaries, determined as of such
date.

     "CONSOLIDATED SUBSIDIARY" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Borrower in
its consolidated financial statements if such statements were prepared as of
such date.

     "CREDIT EXPOSURE" means, with respect to any Bank at any time, (i) the
amount of its Commitment (whether used or unused) at such time or (ii) if the
Commitments have terminated in their entirety, the aggregate outstanding
principal amount of its Loans at such time.

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with GAAP, (v) all non-contingent obligations (and, for purposes of
Section 5.10 and the definitions of Material Debt and Material Financial
Obligations, all contingent obligations) of such Person to reimburse any bank or
other Person in



                                       3
<PAGE>   9
respect of amounts paid under a letter of credit or similar instrument, (vi) all
redeemable preferred stock of such Person, if such stock is mandatorily
redeemable on or prior to the Termination Date, (vii) all Debt secured by a Lien
on any asset of such Person, whether or not such Debt is otherwise an obligation
of such Person, and (viii) all Debt of others Guaranteed by such Person.

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

     "DERIVATIVES OBLIGATIONS" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

     "DESIGNATED LENDER" means, with respect to any Designating Bank, an
Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated
Lender for purposes of this Agreement.

     "DESIGNATING BANK" means, with respect to each Designated Lender, the Bank
that designated such Designated Lender pursuant to Section 9.07(a).

     "DOCUMENTATION AGENTS" means Bank of America, N.A. and The Chase Manhattan
Bank in their capacity as documentation agents in respect of this Agreement.

     "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.

     "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.

     "DOMESTIC LOANS" means the Base Rate Loans.

     "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.01.



                                       4
<PAGE>   10
     "ELIGIBLE DESIGNEE" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

     "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, written or published plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements and other governmental restrictions
relating to the environment or the effect of the environment on human health or
to emissions, discharges or releases of pollutants, contaminants, Hazardous
Substances or wastes into the environment, including (without limitation)
ambient air, surface water, ground water or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA GROUP" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

     "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

     "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.

     "EURO-DOLLAR LOAN" means a Committed Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.

     "EURO-DOLLAR MARGIN" means a rate per annum determined in accordance with
the Pricing Schedule.



                                       5
<PAGE>   11
     "EURO-DOLLAR RATE" means a rate of interest determined pursuant to Section
2.08(b) on the basis of a London Interbank Offered Rate.

     "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of Morgan
Guaranty Trust Company of New York, Bank of America, N.A. and The Chase
Manhattan Bank.

     "EURO-DOLLAR RESERVE PERCENTAGE" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

     "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Domestic Business Day next
succeeding such day, provided that (i) if such day is not a Domestic Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Domestic Business Day as so published on the next
succeeding Domestic Business Day, and (ii) if no such rate is so published on
such next succeeding Domestic Business Day, the Federal Funds Rate for such day
shall be the average rate quoted to Morgan Guaranty Trust Company of New York on
such day on such transactions as determined by the Administrative Agent.

     "FISCAL QUARTER" means a fiscal quarter of the Borrower.

     "FISCAL YEAR" means a fiscal year of the Borrower.

     "FIXED RATE LOANS" means Euro-Dollar Loans or Money Market Loans (excluding
Money Market LIBOR Loans bearing interest at the Base Rate pursuant to Section
8.01) or any combination of the foregoing.

     "GAAP" means generally accepted accounting principles as in effect in the
United States from time to time, applied on a basis consistent (except for
changes concurred in by the Borrower's independent public accountants) with the
most



                                       6
<PAGE>   12
recent audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Banks.

     "GROUP OF LOANS" means, at any time, a group of Loans consisting of (i) all
Committed Loans which are Base Rate Loans at such time or (ii) all Euro- Dollar
Loans having the same Interest Period at such time, provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Article 8, such Loan shall be included in the same Group or
Groups of Loans from time to time as it would have been in if it had not been so
converted or made.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt (whether
arising by virtue of partnership arrangements, by virtue of an agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the holder of such Debt of the
payment thereof or to protect such holder against loss in respect thereof (in
whole or in part), provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

     "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the foregoing characteristics.

     "INCREASED COMMITMENTS" has the meaning set forth in Section 2.02(a).

     "INDEMNITEE" has the meaning set forth in Section 9.03(b).

     "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of Interest Rate
Election and ending one, two, three or six months, or if deposits of a
corresponding maturity are available to all Banks in the London interbank
market, nine or twelve months thereafter, as the Borrower may elect in such
notice; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a
     Euro-Dollar Business Day shall be extended to the next succeeding Euro-



                                       7
<PAGE>   13
     Dollar Business Day unless such Euro-Dollar Business Day falls in another
     calendar month, in which case such Interest Period shall end on the next
     preceding Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last Euro-Dollar Business Day
     of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (c) below, end on the last Euro-Dollar Business
     Day of a calendar month; and

     (c) any Interest Period which would otherwise end after the Maturity Date
     shall end on the Maturity Date;

     (2) with respect to each Money Market LIBOR Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing and ending
such number of days thereafter (but not less than 7 days) as the Borrower may
elect in accordance with Section 2.04; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a
     Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
     another calendar month, in which case such Interest Period shall end on the
     next preceding Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last Euro-Dollar Business Day
     of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall, subject to clause (c) below, end on the last Euro-Dollar Business
     Day of a calendar month; and

     (c) any Interest Period which would otherwise end after the Termination
     Date shall end on the Termination Date; and

     (3) with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 7 days)
as the Borrower may elect in accordance with Section 2.04; provided that:

     (a) any Interest Period which would otherwise end on a day which is not a
     Euro-Dollar Business Day shall be extended to the next succeeding
     Euro-Dollar Business Day; and

     (b) any Interest Period which would otherwise end after the Termination
     Date shall end on the Termination Date.

     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "LIBOR AUCTION" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.04.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has the practical effect of creating a security
interest,



                                       8
<PAGE>   14
in respect of such asset. For the purposes of this Agreement, the Borrower or
any Subsidiary shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset.

     "LOAN" means a Committed Loan or a Money Market Loan and "LOANS" means
Committed Loans or Money Market Loans or any combination of the foregoing.

     "LONDON INTERBANK OFFERED RATE" has the meaning set forth in Section
2.08(b).

     "MATERIAL" means, with respect to any matter so characterized herein, that
such matter could reasonably be expected to be significant to a Bank in
determining whether to enter into this Agreement, make any Loans or take or not
take any other action hereunder.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on the condition
(financial or otherwise), business, results of operations, properties,
liabilities or prospects of the Borrower and its Subsidiaries, considered as a
whole.

     "MATERIAL DEBT" means Debt of the Borrower and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $25,000,000.

     "MATERIAL FINANCIAL OBLIGATIONS" means a principal or face amount of Debt
and/or payment obligations then due and payable in respect of Derivatives
Obligations of the Borrower and/or one or more of its Subsidiaries, arising in
one or more related or unrelated transactions, exceeding in the aggregate
$25,000,000.

     "MATERIAL PLAN" means, at any time, a Plan or Plans having aggregate
Unfunded Liabilities in excess of $10,000,000.

     "MATURITY DATE" means the first anniversary of the Termination Date or, if
such day is not a Euro-Dollar Business Day, then the next preceding Euro- Dollar
Business Day.

     "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section 2.04(d).

     "MONEY MARKET ABSOLUTE RATE LOAN" means a loan made or to be made by a Bank
pursuant to an Absolute Rate Auction.

     "MONEY MARKET LENDING OFFICE" means, as to each Bank, its Domestic



                                       9
<PAGE>   15
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; provided that any Bank may from time to time by notice to the
Borrower and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

     "MONEY MARKET LIBOR LOAN" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including any such loan bearing interest at the
Base Rate pursuant to Section 8.01).

     "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

     "MONEY MARKET MARGIN" has the meaning set forth in Section 2.04(d)(ii)(C).

     "MONEY MARKET QUOTE" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.04.

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

     "MULTIEMPLOYER PLAN" means, at any time, an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

     "1999 CREDIT AGREEMENT" means the Credit Agreement dated as of August 25,
1999 among the Borrower, the banks party thereto and Morgan Guaranty Trust
Company of New York, as agent for such banks, as amended.

     "NOTES" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the Borrower's obligation to repay the Loans,
and "NOTE" means any one of such promissory notes issued hereunder.

     "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined in
Section 2.03) or a Notice of Money Market Borrowing (as defined in Section
2.04(f)).

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.09.


                                       10
<PAGE>   16
     "PARENT" means, with respect to any Bank, any Person controlling such Bank.

     "PARTICIPANT" has the meaning set forth in Section 9.06(b).

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

     "PERSON" means an individual, a corporation, a limited liability
corporation, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

     "PLAN" means, at any time, an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

     "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

     "PRIME RATE" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

     "QUARTERLY PAYMENT DATES" means each March 31, June 30, September 30 and
December 31.

     "REFERENCE BANKS" means the Euro-Dollar Reference Banks, and "REFERENCE
BANK" means any one of such Reference Banks.

     "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "REQUIRED BANKS" means, at any time, Banks having more than 50% in
aggregate amount of the Credit Exposures at such time.

     "REVOLVING CREDIT PERIOD" means the period from and including the Effective
Date to and including the Termination Date.

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


                                       11
<PAGE>   17
     "SEC" means the Securities and Exchange Commission.

     "SENIOR MANAGING AGENTS" means Citibank, N.A. and Bank One, Indiana, NA in
their capacity as senior managing agents in respect of this Agreement.

     "SIGNIFICANT SUBSIDIARY" means a Subsidiary which is a "SIGNIFICANT
SUBSIDIARY" within the meaning of Rule 1-02 of Regulation S-X promulgated by the
SEC.

     "SUBSIDIARY" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "SUBSIDIARY" means a Subsidiary of the Borrower.

     "SYNDICATION AGENTS" means Bank of America, N.A. and The Chase Manhattan
Bank in their capacity as syndication agents in respect of this Agreement.

     "TERMINATION DATE" means August 22, 2001, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

     "UNITED STATES" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

     "WHOLLY-OWNED CONSOLIDATED SUBSIDIARY" means, with respect to any Person,
any Consolidated Subsidiary all of the shares of capital stock or other
ownership interests of which (except directors' qualifying shares) are at the
time directly or indirectly owned by such Person.

     Section 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP as
in effect from time to time, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the most



                                       12
<PAGE>   18
recent audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend a provision
hereof to eliminate the effect of any change in GAAP on the operation of such
covenant (or if the Administrative Agent notifies the Borrower that the Required
Banks wish to amend any provision hereof for such purpose), then such provision
shall be applied on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such
provision is amended in a manner satisfactory to the Borrower and the Required
Banks.

     Section 1.03. Types of Borrowings. The term "BORROWING" denotes (i) the
aggregation of Loans made or to be made to the Borrower by one or more Banks
pursuant to Article 2 on the same day, all of which Loans are of the same type
(subject to Article 8) and, except in the case of Base Rate Loans, have the same
initial Interest Period or (ii) if the context so requires, the borrowing of
such Loans. Borrowings are classified for purposes hereof either (i) by
reference to the pricing of Loans comprising such Borrowing (e.g., a
"EURO-DOLLAR BORROWING" is a Borrowing comprised of Euro-Dollar Loans) or (ii)
by reference to the provisions of Article 2 under which participation therein is
determined (i.e., a "COMMITTED BORROWING" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments, while a "MONEY
MARKET BORROWING" is a Borrowing under Section 2.04 in which one or more Banks
participate on the basis of their bids).

                                   ARTICLE 2
                                  The Credits

     Section 2.01. Commitments to Lend. Each Bank severally agrees, on the terms
and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time during the Revolving Credit Period;
provided that, immediately after each such loan is made, (i) the aggregate
outstanding principal amount of such Bank's Committed Loans shall not exceed its
Commitment and (ii) the aggregate outstanding principal amount of all the Loans
shall not exceed the aggregate amount of the Commitments. Each Borrowing under
this Section 2.01 shall be in an aggregate principal amount of $25,000,000 or
any larger multiple of $5,000,000 (except that any such Borrowing may be in the
aggregate amount available within the limitations in the foregoing proviso) and
shall be made from the several Banks ratably in proportion to their respective
Commitments. Within the foregoing limits, the Borrower may borrow under this
Section, prepay Loans to the extent permitted by Section 2.12 and reborrow at
any time during the Revolving Credit Period under this Section.



                                       13
<PAGE>   19
     Section 2.02. Increased Commitments; Additional Banks. (a) Subsequent to
the Effective Date (but not more than twice in any calendar year), the Borrower
may, upon at least 30 days' notice to the Administrative Agent (which shall
promptly provide a copy of such notice to the Banks), propose to increase the
aggregate amount of the Commitments by an amount which (i) is a multiple of
$10,000,000 and (ii) when combined with the aggregate amount by which the
Commitments have theretofore been increased pursuant to this Section 2.02, does
not exceed $400,000,000 (the amount of any such increase, the "INCREASED
COMMITMENTS"); provided that no Default shall have occurred and be continuing.
Each Bank party to this Agreement at such time shall have the right (but no
obligation), for a period of 15 days following receipt of such notice, to elect
by notice to the Borrower and the Administrative Agent to increase its
Commitment by a principal amount which bears the same ratio to the Increased
Commitments as its then Commitment bears to the aggregate Commitments then
existing. If a Bank does not respond to such notice within such period, such
Bank shall be deemed to have elected not to increase its Commitment pursuant to
this Section at such time.

     (b) If any Bank party to this Agreement shall not elect to increase its
Commitment pursuant to subsection (a) of this Section, the Borrower may, within
10 days of the Banks' response, designate one or more of the existing Banks or
other financial institutions acceptable to the Administrative Agent and the
Borrower (which consent of the Administrative Agent shall not be unreasonably
withheld) which at the time agree to (i) in the case of any such Person that is
an existing Bank, increase its Commitment and (ii) in the case of any other such
Person (an "ADDITIONAL BANK"), become a party to this Agreement, provided that
the Commitment of such Additional Bank is not less than $25,000,000. The sum of
the increases in the Commitments of the existing Banks pursuant to this
subsection (b) plus the Commitments of the Additional Banks shall not in the
aggregate exceed the unsubscribed amount of the Increased Commitments.

     (c) An increase in the aggregate amount of the Commitments pursuant to this
Section 2.02 shall become effective upon the receipt by the Administrative Agent
of an agreement in form and substance satisfactory to the Administrative Agent
signed by the Borrower, by each Additional Bank and by each other Bank whose
Commitment is to be increased, setting forth the new Commitments of such Banks
and setting forth the agreement of each Additional Bank to become a party to
this Agreement and to be bound by all the terms and provisions hereof, together
with such evidence of appropriate corporate authorization on the part of the
Borrower with respect to the Increased Commitments and such opinions of counsel
for the Borrower with respect to the Increased Commitments as the Administrative
Agent may reasonably request.

     (d) Upon any increase in the aggregate amount of the Commitments pursuant
to this Section 2.02 that is not pro rata amount all Banks, within five Domestic
Business Days, in the case of any Group of Base Rate Loans then outstanding, and
at the end of the then current Interest Period with respect thereto, in the case
of any Group of Euro-Dollar Loans then outstanding, the Borrower



                                       14
<PAGE>   20
shall prepay such Group in its entirety and, to the extent the Borrower elects
to do so and subject to the conditions specified in Article 3, the Borrower
shall reborrow Committed Loans from the Banks in proportion to their respective
Commitments after giving effect to such increase, until such time as all
outstanding Committed Loans are held by the Banks in such proportion.

     Section 2.03. Notice of Committed Borrowing. The Borrower shall give the
Administrative Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than
10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing or
(y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing,
specifying:

     (a) the date of such Borrowing, which shall be a Domestic Business Day in
the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing;

     (b) the aggregate amount of such Borrowing;

     (c) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate; and

     (d) in the case of a Euro-Dollar Borrowing, the duration of the initial
Interest Period applicable thereto, subject to the provisions of the definition
of Interest Period.

Notwithstanding the foregoing, no more than 10 Fixed Rate Committed Borrowings
shall be outstanding at any one time, and any Borrowing which would exceed such
limitation shall be made as a Base Rate Borrowing.

     Section 2.04. Money Market Borrowings. (a) The Money Market Option. In
addition to Committed Borrowings pursuant to Section 2.01, the Borrower may, as
set forth in this Section, request the Banks to make offers to make Money Market
Loans to the Borrower from time to time during the Revolving Credit Period. The
Banks may, but shall have no obligation to, make such offers and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section.

     (b) Money Market Quote Request. When the Borrower wishes to request offers
to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received not later
than 10:30 A.M. (New York City time) on (x) the fourth Euro-Dollar Business Day
before the date of Borrowing proposed therein, in the case of a LIBOR Auction or
(y) the Domestic Business Day next preceding the date of Borrowing proposed
therein, in the case of an Absolute Rate Auction (or, in either case, such other
time or date as the Borrower and the Administrative Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective) specifying:

     (i) the proposed date of Borrowing, which shall be a Euro-Dollar



                                       15
<PAGE>   21
     Business Day in the case of a LIBOR Auction or a Domestic Business Day in
     the case of an Absolute Rate Auction,

     (ii) the aggregate amount of such Borrowing, which shall be $15,000,000 or
     a larger multiple of $1,000,000,

     (iii) the duration of the Interest Period applicable thereto, subject to
     the provisions of the definition of Interest Period, and

     (iv) whether the Money Market Quotes requested are to set forth a Money
     Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Administrative Agent may agree) of any
other Money Market Quote Request.

     (c) Invitation for Money Market Quotes. Promptly after receiving a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile an Invitation for Money Market Quotes substantially in the form of
Exhibit C hereto, which shall constitute an invitation by the Borrower to each
Bank to submit Money Market Quotes offering to make the Money Market Loans to
which such Money Market Quote Request relates in accordance with this Section.

     (d) Submission and Contents of Money Market Quotes. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this Section 2.04(d) and must be
submitted to the Administrative Agent by telex or facsimile at its offices
specified in or pursuant to Section 9.01 not later than (x) 4:00 P.M. (New York
City time) on the fourth Euro-Dollar Business Day before the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Administrative Agent (or any affiliate of
the Administrative Agent) in the capacity of a Bank may be submitted, and may
only be submitted, if the Administrative Agent or such affiliate notifies the
Borrower of the terms of the offer or offers contained therein not later than
(x) one hour before the deadline for the other Banks, in the case of a LIBOR
Auction or (y) 15 minutes before the deadline for the other Banks, in the case
of an Absolute Rate Auction. Subject to Articles 3 and 6, any Money Market Quote
so made shall not be revocable except with the written consent of the
Administrative Agent given on the instructions of the Borrower.


                                       16
<PAGE>   22
     (ii)  Each Money Market Quote shall be substantially in the form of Exhibit
     D hereto and shall in any case specify:

               (A) the proposed date of Borrowing;

               (B) the principal amount of the Money Market Loan for which each
           such offer is being made, which principal amount (w) may be greater
           than or less than the Commitment of the quoting Bank, (x) must be
           $5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the
           principal amount of Money Market Loans for which offers were
           requested and (z) may be subject to an aggregate limitation as to the
           principal amount of Money Market Loans for which offers being made by
           such quoting Bank may be accepted;

               (C) in the case of a LIBOR Auction, the margin above or below the
           applicable London Interbank Offered Rate (the "MONEY MARKET MARGIN")
           offered for each such Money Market Loan, expressed as a percentage
           (specified to the nearest 1/10,000 of 1%) to be added to or
           subtracted from such base rate;

               (D) in the case of an Absolute Rate Auction, the rate of interest
           per annum (specified to the nearest 1/10,000 of 1%) (the "MONEY
           MARKET ABSOLUTE RATE") offered for each such Money Market Loan; and

               (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

     (iii) Any Money Market Quote shall be disregarded if it:

               (A) is not substantially in conformity with Exhibit D hereto or
           does not specify all of the information required by subsection
           2.04(d)(ii);

               (B) contains qualifying, conditional or similar language;

               (C) proposes terms other than or in addition to those set forth
           in the applicable Invitation for Money Market Quotes; or

               (D) arrives after the time set forth in subsection 2.04(d)(i).

     (e)   Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms of (i) any Money Market Quote submitted by a Bank that
is in accordance with Section 2.04(d) and (ii) any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of Money
Market Loans for which offers have been received for



                                       17
<PAGE>   23

each Interest Period specified in the related Money Market Quote Request, (B)
the respective principal amounts and Money Market Margins or Money Market
Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Money Market Loans for which
offers in any single Money Market Quote may be accepted.

     (f) Acceptance and Notice by Borrower. Not later than 10:30 A.M. (New York
City time) on (x) the third Euro-Dollar Business Day before the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Administrative Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), the Borrower shall notify the Administrative
Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to Section 2.04(e). In the case of acceptance, such notice (a "NOTICE
OF MONEY MARKET BORROWING") shall specify the aggregate principal amount of
offers for each Interest Period that are accepted. The Borrower may accept any
Money Market Quote in whole or in part; provided that:

     (i) the aggregate principal amount of each Money Market Borrowing may not
     exceed the applicable amount set forth in the related Money Market Quote
     Request;

     (ii) the principal amount of each Money Market Borrowing must be
     $15,000,000 or a larger multiple of $1,000,000;

     (iii) acceptance of offers may only be made on the basis of ascending Money
     Market Margins or Money Market Absolute Rates, as the case may be;

     (iv) the Borrower may not accept any offer that is described in subsection
     2.04(d)(iii) or that otherwise fails to comply with the requirements of
     this Agreement; and

     (v) immediately after such Money Market Borrowing is made, the aggregate
     outstanding principal amount of the Loans shall not exceed the aggregate
     amount of the Commitments.

     (g) Allocation by Administrative Agent. If offers are made by two or more
Banks with the same Money Market Margins or Money Market Absolute Rates, as the
case may be, for a greater aggregate principal amount than the amount in respect
of which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Banks as nearly as possible
(in multiples of $1,000,000, as the Administrative Agent may deem appropriate)
in proportion to the aggregate principal amounts of such offers. Determinations
by the Administrative Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

     Section 2.05. Notice to Banks; Funding of Loans. (a) Promptly after
receiving a Notice of Borrowing, the Administrative Agent shall notify each Bank
of the contents thereof and of such Bank's share (if any) of such Borrowing and


                                       18
<PAGE>   24
such Notice of Borrowing shall not thereafter be revocable by the Borrower.

     (b) Not later than (x) 12:00 Noon (New York City time) on the date of each
Base Rate Borrowing and each Money Market Absolute Rate Borrowing and (y) 10:00
A.M. (New York City time) on the date of any other Borrowing, each Bank
participating therein shall make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address specified in or pursuant to Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the Borrower at the
Administrative Agent's aforesaid address.

     (c) Unless the Administrative Agent shall have received notice from a Bank
before the date of any Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing, the Administrative
Agent may assume that such Bank has made such share available to the
Administrative Agent on the date of such Borrowing in accordance with Section
2.05(b) and the Administrative Agent may, in reliance on such assumption, make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Bank shall not have so made such share available to the
Administrative Agent, such Bank and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Administrative Agent,
at (i) if such amount is repaid by the Borrower, a rate per annum equal to the
higher of the Federal Funds Rate and the interest rate applicable to such
Borrowing pursuant to Section 2.08 and (ii) if such amount is repaid by such
Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative
Agent such corresponding amount, the Borrower shall not be required to repay
such amount and the amount so repaid by such Bank shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement.

     Section 2.06. Notes. (a) The Borrower's obligation to repay the Loans of
each Bank shall be evidenced by a single Note payable to the order of such Bank
for the account of its Applicable Lending Office.

     (b) Each Bank may, by notice to the Borrower and the Administrative Agent,
request that the Borrower's obligation to repay such Bank's Loans of a
particular type be evidenced by a separate Note. Each such Note shall be
substantially in the form of Exhibit A hereto with appropriate modifications to
reflect the fact that it relates solely to Loans of the relevant type. Each
reference in this Agreement to the "NOTE" of such Bank shall be deemed to refer
to and include any or all of such Notes, as the context may require.

     (c) Promptly after it receives each Bank's Note pursuant to Section
3.01(b), the Administrative Agent shall forward such Note to such Bank. Each



                                       19
<PAGE>   25
Bank shall record the date, amount and type of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that a Bank's failure to make (or any error
in making) any such recordation or endorsement shall not affect the obligations
of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably
authorized by the Borrower so to endorse its Note and to attach to and make a
part of its Note a continuation of any such schedule as and when required.

     Section 2.07. Maturity of Loans. (a) Each Committed Loan shall mature, and
the principal amount thereof shall be due and payable (together with interest
accrued thereon), on the Maturity Date.

     (b) Each Money Market Loan included in any Money Market Borrowing shall
mature, and the principal amount thereof shall be due and payable (together with
interest accrued thereon), on the last day of the Interest Period applicable to
such Borrowing.

     Section 2.08. Interest Rates. (a) Each Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the Base Rate
for such day. Such interest shall be payable quarterly in arrears on each
Quarterly Payment Date. Any overdue principal of or interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the Base Rate for such day.

     (b) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during each Interest Period applicable thereto, at
a rate per annum equal to the sum of the Euro-Dollar Margin for such day plus
the London Interbank Offered Rate applicable to such Interest Period. Such
interest shall be payable for each Interest Period on the last day thereof and,
if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

     The "LONDON INTERBANK OFFERED RATE" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of
the respective rates per annum at which deposits in dollars are offered to each
of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

     (c) Any overdue principal of or interest on any Euro-Dollar Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum equal
to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such day plus
the



                                       20
<PAGE>   26
London Interbank Offered Rate applicable to such Loan on the day before such
payment was due and (ii) the sum of 2% plus the Euro-Dollar Margin for such day
plus the quotient obtained (rounded upward, if necessary, to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than three Euro-Dollar Business Days,
then for such other period of time not longer than three months as the
Administrative Agent may select) deposits in dollars in an amount approximately
equal to such overdue payment due to each of the Euro-Dollar Reference Banks are
offered to such Euro-Dollar Reference Bank in the London interbank market for
the applicable period determined as provided above by (y) 1.00 minus the
Euro-Dollar Reserve Percentage (or, if the circumstances described in clause
8.01(a) or 8.01(b) shall exist, at a rate per annum equal to the sum of 2% plus
the Base Rate for such day).

     (d) Subject to Section 8.01, each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.08(b) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan. Each Money Market Absolute Rate Loan shall bear interest
on the outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Bank making such Loan. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

     (e) The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder. The Administrative Agent shall promptly notify the
Borrower and the participating Banks of each rate of interest so determined, and
its determination thereof shall be conclusive in the absence of manifest error.

     (f) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

     Section 2.09. Method of Electing Interest Rates. (a) The Loans included in
each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the applicable Notice of Committed Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each Group of Loans (subject to Section 2.09(d)
and



                                       21
<PAGE>   27
the provisions of Article 8), as follows:

     (i) if such Loans are Base Rate Loans, the Borrower may elect to convert
     such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

     (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to convert
     such Loans to Base Rate Loans as of any Domestic Business Day or elect to
     continue such Loans as Euro-Dollar Loans for an additional Interest Period,
     subject to Section 2.14 if any such conversion is effective on any day
     other than the last day of an Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Administrative Agent not later than 10:30 A.M. (New York
City time) on the third Euro-Dollar Business Day before the conversion or
continuation selected in such notice is to be effective. A Notice of Interest
Rate Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group and (ii) the portion
to which such Notice applies, and the remaining portion to which it does not
apply, are each at least $25,000,000 (unless such portion is comprised of Base
Rate Loans). If no such notice is timely received before the end of an Interest
Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have
elected that such Group of Loans be converted to Base Rate Loans at the end of
such Interest Period.

     (b) Each Notice of Interest Rate Election shall specify:

     (i) the Group of Loans (or portion thereof) to which such notice applies;

     (ii) the date on which the conversion or continuation selected in such
     notice is to be effective, which shall comply with the applicable clause of
     Section 2.09(a) above;

     (iii) if the Loans comprising such Group are to be converted, the new type
     of Loans and, if the Loans resulting from such conversion are to be
     Euro-Dollar Loans, the duration of the next succeeding Interest Period
     applicable thereto; and

     (iv) if such Loans are to be continued as Euro-Dollar Loans for an
     additional Interest Period, the duration of such additional Interest
     Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

     (c) Promptly after receiving a Notice of Interest Rate Election from the
Borrower pursuant to Section 2.09(a) above, the Administrative Agent shall
notify each Bank of the contents thereof and such notice shall not thereafter be
revocable by the Borrower.

     (d) The Borrower shall not be entitled to elect to convert any Committed
Loans to, or continue any Committed Loans for an additional Interest Period as
Euro-Dollar Loans if (i) the aggregate principal amount of any Group of



                                       22
<PAGE>   28
Euro-Dollar Loans created or continued as a result of such election would be
less than $25,000,000 or (ii) a Default shall have occurred and be continuing
when the Borrower delivers notice of such election to the Administrative Agent.

     (e) If any Committed Loan is converted to a different type of Loan, the
Borrower shall pay, on the date of such conversion, the interest accrued to such
date on the principal amount being converted.

     Section 2.10. Facility Fees. The Borrower shall pay to the Administrative
Agent for the account of the Banks ratably in proportion to their Credit
Exposures, a facility fee calculated for each day at the Facility Fee Rate for
such day (determined in accordance with the Pricing Schedule) on the aggregate
amount of the Credit Exposures on such day. Such facility fee shall accrue for
each day from and including the Effective Date to but excluding the day on which
the Credit Exposures are reduced to zero. Fees accrued for the account of the
Banks under this Section shall be payable quarterly in arrears on each Quarterly
Payment Date and on the day on which the Commitments terminate in their entirety
(and, if later, on the day on which the Credit Exposures are reduced to zero).

     Section 2.11. Termination or Reduction of Commitments. (a) The Borrower
may, upon at least three Domestic Business Days' notice to the Administrative
Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at
such time, or (ii) ratably reduce from time to time by an aggregate amount of
$25,000,000 or any larger multiple of $5,000,000, the aggregate amount of the
Commitments in excess of the aggregate outstanding principal amount of the
Loans. Promptly after receiving a notice pursuant to this subsection, the
Administrative Agent shall notify each Bank of the contents thereof.

     (b) Unless previously terminated, the Commitments shall terminate in their
entirety on the Termination Date.

     Section 2.12. Optional Prepayments. (a) Subject in the case of any Fixed
Rate Loans to Section 2.14, the Borrower may, (i) upon at least one Domestic
Business Day's notice to the Administrative Agent, prepay the Group of Base Rate
Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant
to Section 8.01), or (ii) upon at least three Euro-Dollar Business Days' notice
to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in each case
in whole at any time, or from time to time in part in amounts aggregating
$25,000,000 or any larger multiple of $5,000,000 by paying the principal amount
to be prepaid together with interest accrued thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Loans of
the several Banks included in such Group of Loans (or such Money Market
Borrowing).

     (b) Except as provided in Section 2.12(a) above, the Borrower may not
prepay all or any portion of the principal amount of any Money Market Loan
before the maturity thereof.



                                       23
<PAGE>   29
     (c) Promptly after receiving a notice of prepayment pursuant to this
Section, the Administrative Agent shall notify each Bank of the contents thereof
and of such Bank's ratable share (if any) of such prepayment, and such notice
shall not thereafter be revocable by the Borrower.

     Section 2.13. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, without set-off, counterclaim or other deduction (subject to Section
8.04), not later than 12:00 Noon (New York City time) on the date when due, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address specified in or pursuant to Section 9.01.
The Administrative Agent will promptly distribute to each Bank its ratable share
of each such payment received by the Administrative Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, the Domestic Loans
or any payment of fees shall be due on a day which is not a Domestic Business
Day, the date for payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day,
the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day. Whenever any payment of principal of, or
interest on, the Money Market Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

     (b) Unless the Borrower notifies the Administrative Agent before the date
on which any payment is due to the Banks hereunder that the Borrower will not
make such payment in full, the Administrative Agent may assume that the Borrower
has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance on such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent that the Borrower shall not have so made such
payment, each Bank shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

     Section 2.14. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is
converted to a different type of Loan (whether such payment or conversion is
pursuant to Article 2, 6 or 8 or otherwise, except pursuant to Section 8.02) on
any day other than the last day of an Interest Period applicable thereto, or the
last day of an applicable period fixed pursuant to Section 2.08(c), or if the
Borrower fails to



                                       24
<PAGE>   30
borrow, prepay, convert or continue any Fixed Rate Loans after notice has been
given to any Bank in accordance with Section 2.05(a), 2.09(c) or 2.12(c), the
Borrower shall reimburse each Bank within 15 days after demand for any resulting
loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or conversion or failure to
borrow, prepay, convert or continue; provided that such Bank shall have
delivered to the Borrower a certificate setting forth in reasonable detail the
calculation of the amount of such loss or expense, which certificate shall be
conclusive in the absence of clearly demonstrable error.

     Section 2.15. Computation of Interest and Fees. Interest based on the Prime
Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days
in a leap year) and paid for the actual number of days elapsed (including the
first day but excluding the last day). All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day).

     Section 2.16. Regulation D Compensation. For so long as any Bank maintains
reserves against "Eurocurrency liabilities" (or any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro- Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of such Bank to
United States residents), and as a result the cost to such Bank (or its
Euro-Dollar Lending Office) of making or maintaining its Euro-Dollar Loans is
increased, then such Bank may require the Borrower to pay, contemporaneously
with each payment of interest on the Euro-Dollar Loans, additional interest on
the related Euro-Dollar Loan of such Bank at a rate per annum determined by such
Bank up to but not exceeding the excess of (i) (A) the applicable London
Interbank Offered Rate divided by (B) one minus the Euro-Dollar Reserve
Percentage over (ii) the applicable London Interbank Offered Rate. Any Bank
wishing to require payment of such additional interest (x) shall so notify the
Borrower and the Administrative Agent, in which case such additional interest on
the Euro-Dollar Loans of such Bank shall be payable to such Bank at the place
indicated in such notice with respect to each Interest Period commencing at
least three Euro-Dollar Business Days after the giving of such notice and (y)
shall furnish to the Borrower at least five Euro-Dollar Business Days prior to
each date on which interest is payable on the Euro-Dollar Loans an officer's
certificate setting forth the amount to which such Bank is then entitled under
this Section (which shall be consistent with such Bank's good faith estimate of
the level at which the related reserves are maintained by it). Each such
certificate shall be accompanied by such information as the Borrower may
reasonably request as to the computation set forth therein.

     Section 2.17. Maximum Interest Rate. (a) Nothing contained in this



                                       25
<PAGE>   31

Agreement or the Notes shall require the Borrower to pay interest at a rate
exceeding the maximum rate permitted by applicable law.

     (b) If the amount of interest payable for the account of any Bank on any
interest payment date in respect of the immediately preceding interest
computation period, computed pursuant to Section 2.08, would exceed the maximum
amount permitted by applicable law to be charged by such Bank, the amount of
interest payable for its account on such interest payment date shall be
automatically reduced to such maximum permissible amount.

     (c) If the amount of interest payable for the account of any Bank in
respect of any interest computation period is reduced pursuant to clause 2.17(b)
and the amount of interest payable for its account in respect of any subsequent
interest computation period, computed pursuant to Section 2.08, would be less
than the maximum amount permitted by applicable law to be charged by such Bank,
then the amount of interest payable for its account in respect of such
subsequent interest computation period shall be automatically increased to such
maximum permissible amount; provided that at no time shall the aggregate amount
by which interest paid for the account of any Bank has been increased pursuant
to this clause 2.17(c) exceed the aggregate amount by which interest paid for
its account has theretofore been reduced pursuant to clause 2.17(b).

                                    ARTICLE 3
                                   Conditions

     Section 3.01. Effectiveness. This Agreement shall become effective on the
date hereof, provided that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.05) on such date:

     (a) the Administrative Agent shall have received counterparts hereof signed
by each of the parties hereto (or, in the case of any party as to which an
executed counterpart shall not have been received, the Administrative Agent
shall have received, in form satisfactory to it, telegraphic, telecopy, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party);

     (b) the Administrative Agent shall have received a duly executed Note for
the account of each Bank dated on or before the Effective Date complying with
the provisions of Section 2.06;

     (c) the Administrative Agent shall have received an opinion of Dewey
Ballantine, special New York counsel for the Borrower, and an opinion of Dodd
Gray, Senior Counsel of the Borrower, substantially in the forms of Exhibits E-1
and E-2, respectively, and each covering such additional matters as the Required
Banks may reasonably request;

     (d) the Administrative Agent shall have received an opinion of Davis



                                       26
<PAGE>   32

Polk & Wardwell, special counsel for the Agents, dated the date of such
Borrowing, substantially in the form of Exhibit F hereto and covering such
additional matters as the Required Banks may reasonably request;

     (e) the Administrative Agent shall have received all documents the
Administrative Agent may reasonably request relating to the existence of the
Borrower, the corporate authority for and the validity of this Agreement and the
Notes, and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent; and

     (f) the Administrative Agent shall have received evidence satisfactory to
it of the payment of all principal of and interest on any loans outstanding
under, and all accrued fees under, the 1999 Credit Agreement.

Promptly after the Effective Date occurs, the Administrative Agent shall notify
the Borrower and the Banks thereof, and such notice shall be conclusive and
binding on all parties hereto.

     Section 3.02. Borrowings. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

     (a) receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.03 or 2.04, as the case may be;

     (b) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate amount
of the Commitments;

     (c) the fact that, immediately before and after such Borrowing, no Default
shall have occurred and be continuing; and

     (d) the fact that the representations and warranties of the Borrower
contained in this Agreement (other than the representation and warranty set
forth in Section 4.04(c)) shall be true in all material respects on and as of
the date of such Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
3.02(b), 3.02(c) and 3.02(d).

                                    ARTICLE 4
                         Representations and Warranties

     The Borrower represents and warrants that:

     Section 4.01. Corporate Existence and Power. The Borrower is a corporation
duly incorporated, validly existing and in good standing under the laws



                                       27
<PAGE>   33
of Indiana, and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

     Section 4.02. Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this Agreement and
the Notes are within its corporate powers, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower or any of its
Subsidiaries or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or any of its Subsidiaries.

     Section 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered in
accordance with this Agreement, will constitute a valid and binding obligation
of the Borrower, in each case enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

     Section 4.04. Financial Information. (a) The consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of December 31, 1999 and the
related consolidated statements of income and cash flows for the Fiscal Year
then ended, reported on by Ernst & Young, and set forth in the Borrower's 1999
Form 10-K, a copy of which has been delivered to each of the Banks, fairly
present, in conformity with GAAP, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such Fiscal Year.

     (b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of June 30, 2000 and the related consolidated
statements of income and cash flows for the six months then ended, set forth in
the Borrower's Latest Form 10-Q, a copy of which has been delivered to each of
the Banks, fairly present, on a basis consistent with the financial statements
referred to in Section 4.04(a), the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such six month period
(subject to normal year-end adjustments).

     (c) Since June 30, 2000 there have been no material adverse changes in the
business, financial position or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

     Section 4.05. Litigation. Except as set forth in the Borrower's 1999 Form
10-K and any subsequent Forms 10-K, 10-Q and 8-K of the Borrower, there is no
action, suit or proceeding pending against, or to the knowledge of the Borrower



                                       28
<PAGE>   34
threatened against or affecting, the Borrower or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable likelihood of an adverse decision which could materially
adversely affect the consolidated financial position of the Borrower and its
Consolidated Subsidiaries, considered as a whole or the ability of the Borrower
to satisfy its obligations under this Agreement and the Notes, or which in any
manner draws into question the validity of this Agreement and the Notes.

     Section 4.06. Compliance with ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any material liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA.

     Section 4.07. Environmental Matters. In the ordinary course of its
business, the Borrower reviews the effect of Environmental Laws on the business,
operations and properties of the Borrower and its Subsidiaries, in the course of
which it identifies and evaluates associated liabilities and costs (including,
without limitation, any capital or operating expenditures required for clean-up
or closure of properties presently or previously owned, any capital or operating
expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat, any costs or liabilities
in connection with off-site disposal of wastes or Hazardous Substances, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the
costs of material compliance with Environmental Laws, are unlikely to have a
Material Adverse Effect.

     Section 4.08. Taxes. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary, except where payment thereof is being contested in good faith by
appropriate


                                       29
<PAGE>   35
proceedings. The charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate.

     Section 4.09. Subsidiaries. Each of the Borrower's Significant Subsidiaries
is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

     Section 4.10. No Regulatory Restrictions on Borrowing. The Borrower is not
(i) an "investment company" within the meaning of the Investment Company Act of
1940, as amended, (ii) 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, or (iii) otherwise subject to any regulatory scheme which
restricts its ability to incur debt.

     Section 4.11. Full Disclosure. No written information heretofore or
hereafter furnished by the Borrower to the Administrative Agent or any Bank for
purposes of or in connection with this Agreement or any transaction contemplated
hereby, when taken together with all such information so furnished, contains or
will contain any untrue statement of a material fact or omits or will omit to
state any material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading in any material respect.

                                    ARTICLE 5
                                    Covenants

     The Borrower agrees that, so long as any Bank has any Credit Exposure
hereunder or any interest or fees accrued hereunder remain unpaid:

     Section 5.01. Information. The Borrower will deliver to each of the Banks:

     (a) as soon as available and in any event within 120 days after the end of
each Fiscal Year of the Borrower, a copy of the Form 10-K for such Fiscal Year
filed or to be filed with the SEC, containing the audited consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as of the end of such
Fiscal Year and the related audited consolidated statements of income and cash
flows for such Fiscal Year, setting forth in each case in comparative form the
figures for the previous Fiscal Year, all reported on by Ernst & Young or other
independent public accountants of nationally recognized standing;

     (b) as soon as available and in any event within 60 days after the end of


                                       30
<PAGE>   36
each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a
copy of the Form 10-Q for such Fiscal Quarter filed or to be filed with the SEC,
containing the consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and the related consolidated
statements of income and cash flows for such Fiscal Quarter and for the portion
of the Borrower's Fiscal Year ended at the end of such Fiscal Quarter, setting
forth in the case of such statements of income and cash flows in comparative
form the figures for the corresponding Fiscal Quarter and the corresponding
portion of the Borrower's previous Fiscal Year, all certified (subject to normal
year-end adjustments) as to fairness of presentation, GAAP and consistency by
the chief financial officer or the chief accounting officer of the Borrower;

     (c) simultaneously with the delivery of each set of financial statements
referred to in clauses 5.01(a) and 5.01(b) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower (i) setting
forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.07 to 5.09,
inclusive, and Section 5.10(i) on the date of such financial statements, and
(ii) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto;

     (d) simultaneously with the delivery of each set of financial statements
referred to in clause 5.01(a) above, a statement of the firm of independent
public accountants which reported on such statements (i) whether anything has
come to their attention to cause them to believe that any Default existed on the
date of such statements and (ii) confirming the calculations set forth in the
officer's certificate delivered simultaneously therewith pursuant to clause
5.01(c) above;

     (e) within five Domestic Business Days after any officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof and the action which the Borrower
is taking or proposes to take with respect thereto;

     (f) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration statements on Forms S-4,
S-8 or their equivalents) and reports on Forms 10-K, 10-Q and 8-K (or its
equivalent) which the Borrower shall have filed with the SEC;

     (g) if and when any member of the ERISA Group (i) gives or is required to
give notice to the PBGC of any "REPORTABLE EVENT" (as defined in Section 4043 of
ERISA) with respect to any Plan which might constitute grounds for a termination
of such Plan under Title IV of ERISA, or knows that the plan administrator of
any Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to the
PBGC; (ii) receives notice of complete or partial withdrawal liability under
Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate,



                                       31
<PAGE>   37
impose liability (other than for premiums under Section 4007 of ERISA) in
respect of, or appoint a trustee to administer any Plan, a copy of such notice;
(iv) applies for a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code, a copy of such application; (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such
notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take; and

     (h) from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as the Administrative
Agent, at the request of any Bank, may reasonably request.

Information required to be delivered pursuant to Sections 5.01(a), 5.01(b) or
5.01(f) above shall be deemed to have been delivered on the date on which the
Borrower provides notice to the Banks that such information has been posted on
the Borrower's website on the Internet at the website address listed on the
signature pages hereof, at sec.gov/edaux/searches.htm or at another website
identified in such notice and accessible by the Banks without charge; provided
that (i) such notice may be included in a certificate delivered pursuant to
Section 5.01(c) and (ii) the Borrower shall deliver paper copies of the
information referred to in Sections 5.01(a), 5.01(b) or 5.01(f) to any Bank
which requests such delivery.

     Section 5.02. Payment of Obligations. The Borrower will pay and discharge,
and will cause each Significant Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities, including,
without limitation, tax liabilities, except where any of the foregoing may be
contested in good faith by appropriate proceedings, and will maintain, and will
cause each Significant Subsidiary to maintain, in accordance with GAAP,
appropriate reserves for the accrual of any of the same.

     Section 5.03. Maintenance of Property; Insurance. (a) The Borrower will
keep, and will cause each Significant Subsidiary to keep, all property useful
and necessary in its business in good working order and condition, ordinary wear
and tear excepted; provided that the Borrower or any Significant Subsidiary may
sell, lease or exchange surplus or worn-out equipment in the ordinary course of
business and any assets employed in a discontinued line of business.

     (b) The Borrower will, and will cause each of its Significant Subsidiaries
to, maintain (either in the name of the Borrower or in such Significant
Subsidiary's



                                       32
<PAGE>   38
own name) with financially sound and responsible insurance companies, insurance
on all their respective properties in at least such amounts and against at least
such risks (and with such risk retention) as are customarily insured against in
the same general area by companies of established repute engaged in the same or
a similar business; provided that the Borrower may, and may cause any of its
Significant Subsidiaries to, self insure in such amounts and against such risks
as are customarily self-insured against by such companies. The Borrower will
furnish to the Banks, upon reasonable request from the Administrative Agent,
information presented in reasonable detail as to the insurance so carried
(including, without limitation, any self insurance).

     Section 5.04. Conduct of Business and Maintenance of Existence. The
Borrower will continue, and will cause each Significant Subsidiary to continue,
to engage in the medical device business and will preserve, renew and keep in
full force and effect, and will cause each Significant Subsidiary to preserve,
renew and keep in full force and effect their respective corporate existence and
their respective material rights, privileges and franchises necessary or
desirable in the normal conduct of business; provided that nothing in this
Section 5.04 shall prohibit any consolidation, merger or sale of assets
permitted under Section 5.11.

     Section 5.05. Compliance with Laws. The Borrower will comply, and cause
each Significant Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings or
where the failure so to comply is unlikely to have a Material Adverse Effect.

     Section 5.06. Inspection of Property, Books and Records. The Borrower will
keep, and will cause each Significant Subsidiary to keep, proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities; and will
permit, and will cause each Significant Subsidiary to permit, representatives of
any Bank at such Bank's expense to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired; provided that,
so long as no Default has occurred and is continuing, any of the foregoing shall
take place during normal business hours and a representative of the Borrower
shall be given prior notice of, and may attend any meeting between,
representatives of any Bank and such independent public accountants.

     Section 5.07. Consolidated Leverage Ratio. The Consolidated Leverage Ratio
will at no time be more than 3.5 to 1.0.


                                       33
<PAGE>   39
     Section 5.08. Subsidiary Debt. Total Debt outstanding at any time of all
Subsidiaries (excluding Debt of a Subsidiary to the Borrower or to a wholly
owned Subsidiary) will at no time exceed $100,000,000; provided that in no event
shall any Subsidiary Guarantee any Debt of the Borrower.

     Section 5.09. Minimum Consolidated Net Worth. Consolidated Net Worth will
at no date be less than Minimum Consolidated Net Worth at such date. For
purposes of this Section 5.09, "MINIMUM CONSOLIDATED NET WORTH" means, at any
date, $780,500,000 plus (i) an amount equal to 75% of Consolidated Net Income
for each Fiscal Quarter ending after March 31, 2000 but prior to the date of
determination, in each case, for which Consolidated Net Income is positive (but
with no deduction on account of negative Consolidated Net Income for any Fiscal
Quarter) plus (ii) 75% of the aggregate net proceeds, including the fair market
value of property other than cash (as determined in good faith by the board of
directors of the Borrower), received by the Borrower from the issuance and sale
after March 31, 2000 of any capital stock of the Borrower (other than the
proceeds of any issuance and sale of any capital stock (x) to a Subsidiary of
the Borrower or (y) which is required to be redeemed, or is redeemable at the
option of the holder, if certain events or conditions occur or exist or
otherwise or (z) solely to the extent the proceeds of such issuance are used to
redeem any capital stock of the Borrower).

     Section 5.10. Negative Pledge. Neither the Borrower nor any Subsidiary will
create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:

     (a) Liens existing as of the Effective Date and securing Debt outstanding
on the Effective Date in an aggregate principal or face amount not exceeding
$50,000,000;

     (b) any Lien existing on any asset of any corporation at the time such
corporation becomes a Subsidiary and not created in contemplation of such event;

     (c) any Lien on any asset securing Debt incurred or assumed for the purpose
of financing all or any part of the cost of acquiring such asset, provided that
such Lien attaches to such asset concurrently with or within 180 days after the
acquisition thereof;

     (d) any Lien on any asset of any corporation existing at the time such
corporation is merged or consolidated with or into the Borrower or a Subsidiary
and not created in contemplation of such event;

     (e) any Lien existing on any asset prior to the acquisition thereof by the
Borrower or a Subsidiary and not created in contemplation of such acquisition;

     (f) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section, provided that such Debt is not increased and is not
secured by any additional assets;

     (g) Liens arising in the ordinary course of its business which (i) do not




                                       34
<PAGE>   40
secure Debt or Derivatives Obligations, (ii) do not secure any one obligation in
an amount exceeding $10,000,000 and (iii) do not in the aggregate materially
detract from the value of its assets or materially impair the use thereof in the
operation of its business;

     (h) Liens on cash and cash equivalents securing Derivatives Obligations,
provided that the aggregate amount of cash and cash equivalents subject to such
Liens may at no time exceed $10,000,000; and

     (i) Liens not otherwise permitted by the foregoing clauses of this Section
securing Debt in an aggregate principal or face amount at any date not to exceed
$75,000,000.

     Section 5.11. Consolidations, Mergers and Sales of Assets. The Borrower
will not (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, (x) all or any material
part of the assets of the Borrower and its Subsidiaries, taken as a whole, to
any other Person or (y) in any event, all or any material part of the assets of
ACS or CPI; provided that the Borrower may merge with another Person if (a) the
Borrower is the corporation surviving such merger and (b) immediately after
giving effect to such merger, no Default shall have occurred and be continuing.

     Section 5.12. Use of Proceeds. The proceeds of the Loans made under this
Agreement will be used by the Borrower for general corporate purposes, including
acquisitions. None of such proceeds will be used, directly or indirectly, for
the purpose, whether immediate, incidental or ultimate, of buying or carrying
any "MARGIN STOCK" within the meaning of Regulation U.

     Section 5.13. Limitations on Restrictions Affecting Subsidiaries. Neither
the Borrower nor any of its Subsidiaries will enter into, or suffer to exist,
any agreement with any Person, other than this Agreement, which prohibits or
limits the ability of any Subsidiary to (a) pay dividends or make other
distributions or pay any Debt owed to Borrower or any Subsidiary, (b) make loans
or advances to Borrower or any Subsidiary, (c) transfer any of its properties or
assets to Borrower or any Subsidiary or (d) create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired (other than with respect to assets subject to consensual
liens permitted under Section 5.10); provided that the foregoing shall not apply
to customary net worth, financial leverage and coverage tests in agreements
governing Debt incurred by Subsidiaries in compliance with this Agreement.




                                       35
<PAGE>   41

                                    ARTICLE 6
                                     Default

     Section 6.01. Events of Default. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

     (a) any principal of any Loan shall not be paid when due;

     (b) any interest on any Loan, any fees or any other amount payable
hereunder shall not be paid within five days of the date when due;

     (c) the Borrower shall fail to observe or perform any covenant contained in
Sections 5.07 to 5.13, inclusive (it being understood that to the extent any
such covenant requires the Borrower to cause any of its Subsidiaries to comply
with the agreements set forth therein, a failure by the Borrower to cause any of
its Subsidiaries to so comply shall constitute a failure by the Borrower to
observe or perform such covenant);

     (d) the Borrower shall fail to observe or perform any covenant or agreement
contained in this Agreement (other than those covered by clause 6.01(a), 6.01(b)
or 6.01(c) above) for 30 days after written notice thereof has been given to the
Borrower by the Administrative Agent at the request of any Bank or, if such
failure to observe or perform is susceptible of cure and at the time such notice
is given the Borrower shall be diligently taking all actions necessary or
desirable in order to cure such failure, for 90 days after notice thereof has
been given (it being understood that to the extent any such covenant requires
the Borrower to cause any of its Subsidiaries to comply with the agreements set
forth therein, a failure by the Borrower to cause any of its Subsidiaries to so
comply shall constitute a failure by the Borrower to observe or perform such
covenant);

     (e) any representation, warranty, certification or statement made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);

     (f) the Borrower or any Subsidiary shall fail to make any payment in
respect of any Material Financial Obligations when due or within any applicable
grace period;

     (g) any event or condition shall occur which results in the acceleration of
the maturity of any Material Debt or enables the holder of such Debt or any
Person acting on such holder's behalf to accelerate the maturity thereof;

     (h) the Borrower or any of its Significant Subsidiaries shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

     (i) an involuntary case or other proceeding shall be commenced against the
Borrower or any of its Significant Subsidiaries seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy,



                                       36
<PAGE>   42
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed and unstayed for a period of
60 days; or an order for relief shall be entered against the Borrower or any of
its Significant Subsidiaries under the federal bankruptcy laws as now or
hereafter in effect;

     (j) any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $5,000,000 which it shall have become liable to
pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $5,000,000;

     (k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Borrower or any Significant Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 10
days;

     (l) any person or group of persons (within the meaning of Section 13 or 14
of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC
under said Act) of 30% or more of the outstanding shares of common stock of the
Borrower, or during any period of 12 consecutive calendar months, individuals
who were either (i) directors of the Borrower on the first day of such period or
(ii) elected to fill vacancies caused by the ordinary course resignation or
retirement of any other director and whose nomination or election was approved
by a vote of a majority of the directors then still in office who were directors
of the Borrower on the first day of such period, shall cease to constitute a
majority of the board of directors of the Borrower; or

     (m) ACS or CPI shall cease to be a Wholly-Owned Consolidated Subsidiary of
the Borrower (except that (i) either ACS or CPI may merge with and into the
Borrower, as permitted pursuant to Section 5.11 or (ii) ACS and CPI may merge
with and into each other);

then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50% in aggregate amount of the Commitments, by notice
to the Borrower terminate the Commitments and they shall thereupon terminate,
and (ii) if requested by Banks holding Notes evidencing more than 50% in
aggregate principal amount of the Loans, by notice to the Borrower declare the
Notes (together with



                                       37
<PAGE>   43
accrued interest thereon) to be, and the Notes (together with accrued interest
thereon) shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind and without valuation
and appraisement, all of which are hereby waived by the Borrower; provided that
in the case of any of the Events of Default specified in clause 6.01(h) or
6.01(i) above with respect to the Borrower, without any notice to the Borrower
or any other act by the Administrative Agent or the Banks, the Commitments shall
thereupon terminate and the Notes (together with accrued interest thereon) shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind and without valuation and appraisement, all of which are
hereby waived by the Borrower.

     Section 6.02. Notice of Default. The Administrative Agent shall give notice
to the Borrower under Section 6.01(d) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

                                    ARTICLE 7
                                   The Agents

     Section 7.01. Appointment and Authorization. Each Bank irrevocably appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

     Section 7.02. Administrative Agent and Affiliates. Morgan Guaranty Trust
Company of New York shall have the same rights and powers under this Agreement
as any other Bank and may exercise or refrain from exercising the same as though
it were not the Administrative Agent. Morgan Guaranty Trust Company of New York
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Administrative Agent.

     Section 7.03. Action by Administrative Agent. The obligations of the
Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default, except as
expressly provided in Article 6.

     Section 7.04. Consultation with Experts. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the



                                       38
<PAGE>   44
advice of such counsel, accountants or experts.

     Section 7.05. Liability of Administrative Agent. None of the Administrative
Agent, its affiliates and their respective directors, officers, agents and
employees shall be liable for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks (or such
different number of Banks as any provision hereof expressly requires for such
consent or request) or (ii) in the absence of its own gross negligence or
willful misconduct. None of the Administrative Agent, its affiliates and their
respective directors, officers, agents and employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrower; (iii) the satisfaction of any condition specified in
Article 3, except receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of this
Agreement, the Notes or any other instrument or writing furnished in connection
herewith. The Administrative Agent shall not incur any liability by acting in
reliance on any notice, consent, certificate, statement or other writing (which
may be a bank wire, telex, facsimile or similar writing) believed by it to be
genuine or to be signed by the proper party or parties. Without limiting the
generality of the foregoing, the use of the term "AGENT" in this Agreement with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

     Section 7.06. Indemnification. Each Bank shall, ratably in proportion to
their Credit Exposures, indemnify the Administrative Agent, its affiliates and
their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees' gross negligence or willful
misconduct) that such indemnitees may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitees thereunder.

     Section 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance on any Agent or any other Bank, and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also acknowledges
that it will, independently and without reliance on any Agent or any other Bank,
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 any
action under this Agreement.







                                       39
<PAGE>   45

     Section 7.08. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving notice thereof to the Banks and the Borrower. Upon
any such resignation, the Required Banks shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent gives notice
of resignation, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $50,000,000. Upon
the acceptance of its appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent resigns as Administrative Agent hereunder, the provisions
of this Article shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent.

     Section 7.09. Agents' Fees. The Borrower shall pay to each Agent for its
own account fees in the amounts and at the times previously agreed upon by the
Borrower and such Agent.

     Section 7.10. Other Agents. Nothing in this Agreement shall impose any duty
or liability whatsoever on any Documentation Agent, Senior Managing Agent or
Syndication Agent in such capacity.


                                    ARTICLE 8
                             Change in Circumstances

     SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If
on or before the first day of any Interest Period for any Euro-Dollar Loans or
Money Market LIBOR Loan:

     (a) the Administrative Agent is advised by the Reference Banks that
deposits in dollars in the applicable amounts are not being offered to the
Reference Banks in the relevant market for such Interest Period, or

     (b) in the case of Euro-Dollar Loans, Banks having more than 50% in the
aggregate amount of the Commitments advise the Administrative Agent that the
London Interbank Offered Rate as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Banks of funding their
Euro-Dollar Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks,



                                       40
<PAGE>   46


whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans, or to continue or convert
outstanding Loans as or into Euro-Dollar Loans, shall be suspended and (ii) each
outstanding Euro-Dollar Loan, shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least two Domestic Business Days
before the date of any affected Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, (i) if such
affected Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be
made as a Base Rate Borrowing and (ii) if such affected Borrowing is a Money
Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing
shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day.

     Section 8.02. Illegality. If, on or after the date hereof, the adoption of
any applicable law, rule or regulation, or any change in any applicable law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Euro-Dollar Lending Office) with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency, shall make it unlawful or impossible for any Bank (or its Euro-Dollar
Lending Office) to make, maintain or fund its Euro-Dollar Loans and such Bank
shall so notify the Administrative Agent, the Administrative Agent shall
forthwith give notice thereof to the other Banks and the Borrower, whereupon
until such Bank notifies the Borrower and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans, or to convert outstanding Loans into
Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar Loans, shall be
suspended. Before giving any notice to the Administrative Agent pursuant to this
Section, such Bank shall designate a different Euro-Dollar Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such notice
is given, each Euro- Dollar Loan of such Bank then outstanding shall be
converted to a Base Rate Loan either (i) on the last day of the then current
Interest Period applicable to such Euro-Dollar Loan if such Bank may lawfully
continue to maintain and fund such Loan as a Euro-Dollar Loan to such day or
(ii) immediately if such Bank shall determine that it may not lawfully continue
to maintain and fund such Loan as a Euro-Dollar Loan to such day. Interest and
principal on any such Base Rate Loan shall be payable on the same dates as, and
on a pro rata basis with, the interest and principal payable on the related
Euro-Dollar Loans of the other Banks.

     Section 8.03. Increased Cost and Reduced Return. (a) If on or after (x)



                                       41
<PAGE>   47


the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency, shall impose, modify
or deem applicable any reserve (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding with respect to any Euro-Dollar Loan any such requirement with respect
to which such Bank is entitled to compensation during the relevant Interest
Period under Section 2.16), special deposit, insurance assessment or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Bank (or its Applicable Lending Office) or shall impose on any
Bank (or its Applicable Lending Office) or on the London interbank market any
other condition affecting its Fixed Rate Loans, its Note or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.

     (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity of
one year or less), has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Administrative Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank (or its Parent) for such reduction.



                                       42
<PAGE>   48


     (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to it. A certificate of any
Bank claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder and the calculation thereof in
reasonable detail shall be conclusive in the absence of clearly demonstrable
error. In determining such amount, such Bank may use any reasonable averaging
and attribution methods.

     Section 8.04. Taxes. (a) For purposes of this Section 8.04, the following
terms have the following meanings:

     "TAXES" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by the Borrower
pursuant to this Agreement or under any Note, and all liabilities with respect
thereto, excluding (i) in the case of each Bank and the Administrative Agent,
taxes imposed on its income (other than withholding taxes) and franchise or
similar taxes imposed on it, by a jurisdiction (A) under the laws of which it is
organized, (B) in which it conducts business (provided that it would be subject
to such income (other than withholding taxes), franchise or similar taxes by
such jurisdiction without regard to any Loan under law as in effect on the date
hereof because it conducts business in such jurisdiction) (C) in which such
Bank's principal executive office is located or (D) in the case of each Bank, in
which its Applicable Lending Office is located and (ii) in the case of each
Bank, any United States withholding tax imposed on such payments but only to the
extent that such Bank is subject to United States withholding tax at the time
such Bank first becomes a party to this Agreement.

     "OTHER TAXES" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note.

     (b) Any and all payments by the Borrower to or for the account of any Bank
or the Administrative Agent hereunder or under any Note shall be made without
deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be
required by law to deduct any Taxes or Other Taxes from any such payments, (i)
the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 8.04) such Bank or the Administrative Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the



                                       43
<PAGE>   49


Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law and (iv) the Borrower shall
furnish to the Administrative Agent, at its address specified in or pursuant to
Section 9.01, the original or a certified copy of a receipt evidencing payment
thereof.

     (c) The Borrower agrees to indemnify each Bank and the Administrative Agent
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.04) paid by such Bank or the Administrative Agent (as the
case may be) and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be paid
within 15 days after such Bank or the Administrative Agent (as the case may be)
makes demand therefor.

     (d) Each Bank organized under the laws of a jurisdiction outside the United
States, on or before the date of its execution and delivery of this Agreement in
the case of each Bank listed on the signature pages hereof and on or before the
date on which it becomes a Bank in the case of each other Bank, and from time to
time thereafter if requested in writing by the Borrower (but only so long as
such Bank remains lawfully able to do so), shall provide the Borrower with
Internal Revenue Service form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Bank is
entitled to benefits under an income tax treaty to which the United States is a
party which exempts the Bank from United States withholding tax or reduces the
rate of withholding tax on payments of interest for the account of such Bank or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States.

     (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form pursuant to Section 8.04(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which such form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.04(b) or (c) with
respect to Taxes imposed by the United States; provided that if a Bank, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Bank shall reasonably request to
assist such Bank to recover such Taxes.

     (f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the jurisdiction of its Applicable Lending Office if, in the judgment of such
Bank, such change (i) will eliminate or reduce any such additional payment which
may thereafter accrue and (ii) is not otherwise disadvantageous to such Bank.

     (g) If any Bank or the Administrative Agent receives a refund (including a
refund in the form of a credit against taxes that are otherwise payable by the



                                       44
<PAGE>   50


Bank or the Administrative Agent) of any Taxes or Other Taxes for which the
Borrower has made a payment under Section 8.04(b) or (c) and such refund was
received from the taxing authority which originally imposed such Taxes or Other
Taxes, such Bank or the Administrative Agent agrees to reimburse the Borrower to
the extent of such refund.

     (h) Each Bank and the Administrative Agent acknowledge, that on and as of
the Effective Date it is not aware of any Tax or Other Tax that would be imposed
upon any payment to it hereunder or under any Note.

     Section 8.05. Base Rate Loans Substituted for Affected Fixed Rate Loans. If
(i) the obligation of any Bank to make, or to continue or convert outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect
to its Euro-Dollar Loans and in any such case the Borrower shall, by at least
five Euro-Dollar Business Days' prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this Section shall
apply to such Bank, then, unless and until such Bank notifies the Borrower that
the circumstances giving rise to such suspension or demand for compensation no
longer exist, all Loans which would otherwise be made by such Bank as (or
continued as or converted to) Euro-Dollar Loans, as the case may be, shall
instead be Base Rate Loans on which interest and principal shall be payable
contemporaneously with the related or Euro-Dollar Loans of the other Banks. If
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist, the principal amount of
each such Base Rate Loan shall be converted into a Euro-Dollar Loan, as the case
may be, on the first day of the next succeeding Interest Period applicable to
the related Euro-Dollar Loans of the other Banks.

     Section 8.06. Substitution Of Bank. If (i) the obligation of any Bank to
make, or to convert or continue outstanding Loans as or into, Euro-Dollar Loans
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation under Section 8.03 or 8.04, the Borrower shall have the right, with
the assistance of the Administrative Agent, to designate a substitute bank or
banks (which may be one or more of the Banks) mutually satisfactory to the
Borrower and the Administrative Agent (whose consent shall not be unreasonably
withheld or delayed) to purchase (and, if such right is exercised, such Bank
shall sell and assign) for cash, pursuant to an Assignment and Assumption
Agreement substantially in the form of Exhibit G hereto, the outstanding Loans
for such Bank and assume the Commitment of such Bank, without recourse to or
warranty by, or expense to, such Bank, for a purchase price equal to the
principal amount of all of such Bank's outstanding Loans plus any accrued but
unpaid interest thereon and the accrued but unpaid fees in respect of such
Bank's Commitment hereunder plus such amount, if any, as would be payable
pursuant to Section 2.14 if the outstanding Loans of such Bank were prepaid in
their entirety on the date of consummation of such assignment.


                                       45
<PAGE>   51


                                    ARTICLE 9
                                  Miscellaneous

     Section 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile or similar writing) and shall be given to such party: (a) in the case
of the Borrower or the Administrative Agent, at its address, facsimile number or
telex number set forth on the signature pages hereof, (b) in the case of any
Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, at such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Administrative Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number referred to in this
Section and the appropriate answerback is received, (ii) if given by facsimile,
when transmitted to the facsimile number referred to in this Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address referred to in this Section; provided that notices to the
Administrative Agent under Article 2 or Article 8 shall not be effective until
received.

     Section 9.02. No Waivers. No failure or delay by any Agent or Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

     Section 9.03. Expenses; Indemnification. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses of the Agents, including fees and
disbursements of special counsel for the Agents, in connection with the
preparation and administration of this Agreement, any waiver or consent
thereunder or any amendment thereof or any Default or alleged Default and (ii)
if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by
theAdministrative Agent and each Bank, including (without duplication) the fees
and disbursements of outside counsel and the allocated cost of inside counsel,
in connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom.

     (b) The Borrower agrees to indemnify each Agent and Bank, their respective
affiliates and the respective directors, officers, agents and employees of the
foregoing (each an "INDEMNITEE") and hold each Indemnitee harmless from and
against any and all liabilities, losses, damages, costs and expenses of any
kind,



                                       46
<PAGE>   52


including, without limitation, the reasonable fees and disbursements of counsel,
which may be incurred by such Indemnitee in connection with any investigative,
administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) brought or threatened relating to or arising out of
this Agreement or any actual or proposed use of proceeds of Loans thereunder;
provided that no Indemnitee shall have the right to be indemnified hereunder for
such Indemnitee's own gross negligence or willful misconduct as determined by a
court of competent jurisdiction.

     Section 9.04. Set-offs. (a) If (i) an Event of Default has occurred and is
continuing and (ii) Banks holding more than 50% in aggregate unpaid principal
amount of the Loans have requested the Administrative Agent to declare the Loans
to be immediately due and payable pursuant to Section 6.01, or the Loans have
become immediately due and payable without notice as provided in Section 6.01,
then each Bank is hereby authorized by the Borrower at any time and from time to
time, to the extent permitted by applicable law, without notice to the Borrower
(any such notice being expressly waived by the Borrower), to set off and apply
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Bank to or for the
account of the Borrower against any obligations of the Borrower to such Bank now
or hereafter existing under this Agreement, regardless of whether any such
deposit or other obligation is then due and payable or is in the same currency
or is booked or otherwise payable at the same office as the obligation against
which it is set off and regardless of whether such Bank shall have made any
demand for payment under this Agreement. Each Bank agrees promptly to notify the
Borrower after any such set-off and application made by such Bank; provided that
any failure to give such notice shall not affect the validity of such setoff and
application. The rights of the Banks under this subsection are in addition to
any other rights and remedies which the Banks may have.

     (b) Each Bank agrees that if it shall, by exercising any right of set-off
or counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest then due with respect to the Loans held by it
which is greater than the proportion received by any other Bank in respect of
the aggregate amount of principal and interest then due with respect to the
Loans held by such other Bank, the Bank receiving such proportionately greater
payment shall purchase such participations in the Loans held by the other Banks,
and such other adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Loans held by the Banks
shall be shared by the Banks pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness in respect
of the Loans. The Borrower agrees, to the fullest extent it may effectively do
so under applicable law, that any



                                       47
<PAGE>   53


holder of a participation in a Loan, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other
rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

     Section 9.05. Amendments and Waivers. Any provision of this Agreement
or the Notes to which the Borrower is a party may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Borrower
and the Required Banks (and, if the rights or duties of any Agent are affected
thereby, by such Agent); provided that no such amendment or waiver shall:

     (a) unless signed by all the Banks, (i) increase or decrease the Commitment
of any Bank (except (x) as contemplated by Section 2.02 or (y) for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for termination of any Commitment
or (iv) amend this Section 9.05 or the definition of Required Banks or change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Notes, or the number of Banks, which shall be required for the Banks or any
of them to take any action under this Section or any other provision of this
Agreement; or

     (b) unless signed by a Designated Lender or its Designating Bank, subject
such Designated Lender to any additional obligation or affect its rights
hereunder (unless the rights of all the Banks hereunder are similarly affected).

     Section 9.06. Successors; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all the Banks.

     (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "PARTICIPANT") participating interests in its Commitment or
any or all of its Loans. If a Bank grants any such participating interest to a
Participant, whether or not upon notice to the Borrower and the Administrative
Agent, such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Borrower
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii), or (iii) of Section 9.05 without the consent of the Participant. The
Borrower agrees that each Participant shall, to the



                                       48
<PAGE>   54


extent provided in its participation agreement, be entitled to the benefits of
Article 8 with respect to its participating interest. An assignment or other
transfer which is not permitted by subsection 9.06(c) or 9.06(d) below shall be
given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection.

     (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment at least equal to the lesser of (A) $10,000,000 and (B) such
Bank's entire Commitment at such time) of all of its rights and obligations
under this Agreement and its Note, and such Assignee shall assume such rights
and obligations, pursuant to an Assignment and Assumption Agreement
substantially in the form of Exhibit G hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower
and Administrative Agent, which consents shall not be unreasonably withheld;
provided that (i) if an Assignee is an affiliate of such transferor Bank or was
a Bank immediately before such assignment, no such consents shall be required,
(ii) if an Event of Default has occurred and is continuing, no such consent of
the Borrower shall be required and (iii) such assignment may, but need not,
include rights of the transferor Bank in respect of outstanding Money Market
Loans. When such instrument has been signed and delivered by the parties thereto
and such Assignee has paid to such transferor Bank the purchase price agreed by
them, such Assignee shall be a Bank party to this Agreement and shall have all
the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection, the transferor Bank, the Administrative Agent and
the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $2,500. If the Assignee is not
incorporated under the laws of the United States or a State thereof, it shall
deliver to the Borrower and the Administrative Agent certification as to
exemption from deduction or withholding of United States federal income taxes in
accordance with Section 8.04.

     (d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

     (e) No Assignee, Participant or other transferee of any Bank's rights shall
be entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written consent or by
reason of the provisions of Section 8.02, 8.03 or 8.04 requiring such Bank to
designate a different Applicable Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

     Section 9.07. Designated Lenders. (a) Subject to the provisions of this



                                       49
<PAGE>   55


Section 9.07(a), any Bank may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Bank
pursuant to this Agreement; provided that such designation shall not be
effective unless the Borrower and the Administrative Agent consent thereto,
which consents shall not be unreasonably withheld. When a Bank and its Eligible
Designee shall have signed an agreement substantially in the form of Exhibit H
hereto (a "DESIGNATION AGREEMENT") and the Borrower and the Administrative Agent
shall have signed their respective consents thereto, such Eligible Designee
shall become a Designated Lender for purposes of this Agreement. The Designating
Bank shall thereafter have the right to permit such Designated Lender to provide
all or a portion of the Loans to be made by such Designating Bank pursuant to
Section 2.01 or 2.04, and the making of such Loans or portions thereof shall
satisfy the obligation of the Designating Bank to the same extent, and as if,
such Loans or portion thereof were made by the Designating Bank. As to any Loans
or portion thereof made by it, each Designated Lender shall have all the rights
that a Bank making such Loans or portion thereof would have had under this
Agreement and otherwise; provided that (x) its voting rights under this
Agreement shall be exercised solely by Designating Bank and (y) its Designating
Bank shall remain solely responsible to the other parties hereto for the
performance of its obligations under this Agreement, including its obligations
in respect of the Loans or portion thereof made by it. No additional Note shall
be required to evidence Loans or portions thereof made by a Designated Lender;
and the Designating Bank shall be deemed to hold its Note as agent for its
Designated Lender to the extent of the Loans or portion thereof funded by such
Designated Lender. Each Designating Bank shall act as administrative agent for
its Designated Lender and give and receive notices and other communications on
its behalf. Any payments for the account of any Designated Lender shall be paid
to its Designating Bank as administrative agent for such Designated Lender and
neither the Borrower nor the Administrative Agent shall be responsible for any
Designating Bank's application of such payments. In addition, any Designated
Lender may (i) with notice to, but without the prior written consent of the
Borrower or the Administrative Agent, assign all or portions of its interest in
any Loans to its Designating Bank or to any financial institutions consented to
by the Borrower and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender to support the
funding of Loans or portions thereof made by such Designated Lender and (ii)
disclose on a confidential basis any non-public information relating to its
Loans or portions thereof to any rating agency, commercial paper dealer or
provider of any guarantee, surety, credit or liquidity enhancement to such
Designated Lender.

     (b) Each party to this Agreement agrees that it will not institute against,
or join any other person in instituting against, any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceeding under any federal or state bankruptcy or similar law, for one
year and a day after all outstanding senior indebtedness of such Designated
Lender is



                                       50
<PAGE>   56


paid in full. The Designating Bank for each Designated Lender agrees to
indemnify, save, and hold harmless each other party hereto for any loss, cost,
damage and expense arising out of its inability to institute any such proceeding
against such Designated Lender. This Section 9.07(b) shall survive the
termination of this Agreement.

     Section 9.08. No Reliance on Margin Stock. Each of the Banks represents to
the Administrative Agent and each of the other Banks that it in good faith is
not relying upon any "MARGIN STOCK" (as defined in Regulation U) as collateral
in the extension or maintenance of the credit provided for in this Agreement.

     Section 9.09. Governing Law; Submission to Jurisdiction. This Agreement and
each Note shall be governed by and construed in accordance with the laws of the
State of New York. The Borrower hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated thereby. The Borrower irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

     Section 9.10. Counterparts; Integration. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.

     Section 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



                                       51
<PAGE>   57


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

                  BORROWER:
                  --------

                                     GUIDANT CORPORATION


                                     By:
                                          /s/ R. Todd McKinney
                                     ------------------------------------------
                                          Title: Treasurer
                                          111 Monument Circle, 29th Floor
                                          Indianapolis, Indiana 46204-5129
                                          Attention: Senior Counsel
                                          Facsimile Number: (317) 971-2141
                                          Web site:http://www.guidant.com



                                       52
<PAGE>   58



                  BANKS:
                  ------


                                      BANCA MONTE DEI PASCHI DI SIENA
                                      S.P.A.



                                      By:  /s/ Guilio Natalicchi
                                         --------------------------------
                                      Title: Senior Vice President & General
                                             Manager



                                      By:  /s/ Brian R. Landy
                                         --------------------------------
                                      Title: Vice President



                                      BBL INTERNATIONAL (U.K.) LIMITED


                                      By:  /s/ M-C Swinnen
                                         --------------------------------
                                      Title: Authorized Signatory



                                      By:  /s/ C. F. Wright
                                         --------------------------------
                                      Title: Authorized Signatory



                                      BANK OF AMERICA, N.A.


                                      By:  /s/ Marty V. Mitchell
                                         --------------------------------
                                      Title: Principal



                                      BANK ONE, INDIANA, NA


                                      By:  /s/ Scott A. Dvornik
                                         --------------------------------
                                      Title: Vice President



                                      THE GOVERNOR AND COMPANY OF



                                       53
<PAGE>   59


                                      THE BANK OF IRELAND


                                      By:  /s/ Derek F. Collins
                                         --------------------------------
                                      Title: Assistant Director


                                      By:  /s/ Fiona Kelly
                                         --------------------------------
                                      Title: Account Executive



                                      THE BANK OF TOKYO-MITSUBISHI,
                                      LTD.


                                      By:  /s/ Minoru Akimoto
                                         --------------------------------
                                      Title: General Manager



                                      BNP PARIBAS


                                      By:  /s/ Christine L. Howatt
                                         --------------------------------
                                      Title: Vice President Credit



                                      THE CHASE MANHATTAN BANK


                                      By:  Stephen P. Rochford
                                         --------------------------------
                                      Title: Vice President



                                      CITICORP USA, INC.


                                      By:  /s/ Mary O'Connell
                                         --------------------------------
                                      Title: Vice President



                                      CREDIT SUISSE FIRST BOSTON



                                       54
<PAGE>   60


                                      By:  /s/ William S. Lutkins
                                         --------------------------------
                                      Title: Vice President


                                      By:  /s/ Bill O'Daly
                                         --------------------------------
                                      Title: Vice President



                                      DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
                                      CAYMAN ISLANDS BRANCH


                                      By:  /s/ Iain Steward
                                         --------------------------------
                                      Title: Vice President


                                      By:  /s/ Stephanie Strohe
                                         --------------------------------
                                      Title: Associate



                                      MORGAN GUARANTY TRUST
                                      COMPANY OF NEW YORK


                                      By:  /s/ Dennis Wilczek
                                         --------------------------------
                                      Title: Associate



                                      NATIONAL CITY BANK OF INDIANA


                                      By:  /s/ Thomas A. Schlehubor
                                         --------------------------------
                                      Title: Vice President



                                      SOCIETE GENERALE


                                      By:  /s/ J. Staley Stewart
                                         --------------------------------
                                      Title: Director



                                      THE NORTHERN TRUST COMPANY



                                       55
<PAGE>   61


                                      By:  /s/ Lisa M. Taylor
                                         --------------------------------
                                      Title: Second Vice President


                                      WACHOVIA BANK N.A.


                                      By:  /s/ Susan F. Holmes
                                         --------------------------------
                                      Title: Vice President





                                       56
<PAGE>   62



                  ADMINISTRATIVE AGENT:
                  --------------------

                              MORGAN GUARANTY TRUST
                  COMPANY OF NEW YORK, as Administrative Agent


                                      By:  /s/ Dennis Wilczek
                                         --------------------------------
                                            Title: Associate
                                            60 Wall Street
                                            New York, New York 10260-0060
                                            Attention:
                                            Facsimile number:(212) 648 5018



                                       57
<PAGE>   63


                               COMMITMENT SCHEDULE
                             364-DAY CREDIT FACILITY



-----
     BANK                                                          COMMITMENT

     Morgan Guaranty Trust Company of New York                  $  49,000,000
                                                             -------------------
     Bank of America, N.A.                                         48,000,000
                                                             -------------------
     The Chase Manhattan Bank                                      48,000,000
                                                             -------------------
     Bank One, Indiana, NA                                         45,000,000
                                                             -------------------
     Citicorp USA, Inc.                                            45,000,000
                                                             -------------------
     Banque Nationale De Paris                                     35,000,000
                                                             -------------------
     Credit Suisse First Boston                                    35,000,000
                                                             -------------------
     Deutsche Bank AG, New York Branch and/or                      35,000,000
     Cayman Islands Branch
                                                             -------------------
     Societe Generale                                              35,000,000
                                                             -------------------
     Wachovia Bank N.A.                                            35,000,000
                                                             -------------------
     The Bank of Tokyo-Mitsubishi, Ltd.                            30,000,000
                                                             -------------------
     The Northern Trust Company                                    30,000,000
                                                             -------------------
     Banca Monte dei Paschi di Siena S.p.A                         20,000,000
                                                             -------------------
     BBL International (U.K.) Limited                              20,000,000
                                                             -------------------
     The Governor and Company of the Bank of Ireland               20,000,000
                                                             -------------------
     National City Bank of Indiana                                 20,000,000


         TOTAL                                                $550,000,000.00



                                       58
<PAGE>   64



                                PRICING SCHEDULE
                             364-DAY CREDIT FACILITY


Each of "EURO-DOLLAR MARGIN" and "FACILITY FEE RATE" means, for any date, the
rate set forth below in the row opposite such term and in the column
corresponding to the "STATUS" that exists on such date:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
<S>                    <C>       <C>        <C>         <C>         <C>        <C>
Status                  Level I   Level II   Level III   Level IV    Level V    Level VI

----------------------------------------------------------------------------------------
Euro-Dollar Margin
 Utilization < 33%      .2900%     .3300%     .4500%      .6250%      .7250%     1.0000%
 Utilization >= 33%     .3900%     .4300%     .5500%      .7500%      .8500%     1.2500%
----------------------------------------------------------------------------------------
Facility Fee Rate       .0600%     .0700%     .1000%      .1250%      .1500%     .2500%
----------------------------------------------------------------------------------------
</TABLE>

     For purposes of this Schedule, the following terms have the following
meanings, subject to the concluding paragraph of this Schedule:

     "LEVEL I STATUS" exists at any date if, at such date, the Borrower's long-
term debt is rated A or higher by S&P or A2 or higher by Moody 's.

     "LEVEL II STATUS" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated A- or higher by S&P or A3 or higher by Moody's and (ii)
Level I Status does not exist.

     "LEVEL III STATUS" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated BBB+ or higher by S&P or Baa1 or higher by Moody's and
(ii) neither Level I Status nor Level II Status exists.

     "LEVEL IV STATUS" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated BBB or higher by S&P or Baa2 or higher by Moody's and
(ii) none of Level I Status, Level II Status and Level III Status exists.

     "LEVEL V STATUS" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated BBB- or higher by S&P or Baa3 or higher by Moody's and
(ii) none of Level I Status, Level II Status, Level III Status and Level IV
exists.

     "LEVEL VI STATUS" exists at any date if, at such date, no other Status
exists.

     "STATUS" refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists on any date.

     "UTILIZATION" means at any date the percentage equivalent of a fraction (i)



                                       59
<PAGE>   65


the numerator of which is the aggregate outstanding principal amount of the
Loans at such date, after giving effect to any borrowing or payment on such
date, and (ii) the denominator of which is the aggregate amount of the
Commitments at such date, after giving effect to any reduction of the
Commitments on such date. For purposes of this Schedule, if for any reason any
Loans remain outstanding after termination of the Commitments, the Utilization
for each date on or after the date of such termination shall be deemed to be
greater than 33%.

     The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date. In the case of
split ratings from S&P's and Moody's, the rating to be used to determine which
Status applies is the higher of the two; provided that if the split is more than
one full category, the average (or the higher of two intermediate ratings) shall
be used (e.g. BBB+/Baa3 results in Level IV Pricing).





                                       60
<PAGE>   66

                                                                       EXHIBIT A

                                      NOTE

                                                              New York, New York
                                                                 August 23, 2000

     For value received, GUIDANT CORPORATION, an Indiana corporation (the
"BORROWER"), promises to pay to the order of _______________ (the "BANK"), for
the account of its Applicable Lending Office, the unpaid principal amount of
each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the maturity date provided for in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of each such
Loan on the dates and at the rate or rates provided for in the Credit Agreement.
All such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Morgan Guaranty Trust Company of New York, 60 Wall Street, New York, New York.

     All Loans made by the Bank, the respective types and maturities thereof and
all repayments of the principal thereof shall be recorded by the Bank and, if
the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement.

     This note is one of the Notes referred to in the 364-Day Credit Agreement
dated as of August 23, 2000 among the Borrower, the Banks party thereto and
Morgan Guaranty Trust Company of New York, as Administrative Agent (as the same
may be amended from time to time, the "CREDIT AGREEMENT"). Terms defined in the
Credit Agreement are used herein with the same meanings. Reference is made to
the Credit Agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.

                                            GUIDANT CORPORATION

                                     By:
                                         --------------------------------------
                                            Name:
                                            Title:





                                      A-1
<PAGE>   67

                                  Note (cont'd)


                         LOANS AND PAYMENTS OF PRINCIPAL

--------------------------------------------------------------------------------
   Date     Amount of    Type of     Amount of      Maturity       Notation
              Loan         Loan      Principal        Date          Made By
                                      Repaid

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       A-2

<PAGE>   68



                                                                       EXHIBIT B



                       Form of Money Market Quote Request
                       ----------------------------------


                                                    [Date]


To:            Morgan Guaranty Trust Company of New York
                (the "ADMINISTRATIVE AGENT")

From:          Guidant Corporation (the "BORROWER")

Re:            364-Day Credit Agreement (as amended, the "CREDIT AGREEMENT")
               dated as of August 23, 2000 among the Borrower, the Banks from
               time to time party thereto and the Administrative Agent

               We hereby give notice pursuant to Section 2.04 of the Credit
Agreement that we request Money Market Quotes for the following proposed Money
Market Borrowing(s):

Date of Borrowing: __________________________

Principal Amount(1)                      Interest Period(2)
----------------                         ---------------

$


               Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]

               Terms used herein have the meanings assigned to them in the
Credit Agreement.




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

     (1) Amount must be $25,000,000 or a larger multiple of $5,000,000.
     (2) Not less than 7 days, subject to the provisions of the definition of
Interest Period.



                                       B-1

<PAGE>   69



                                    GUIDANT CORPORATION


                                    By:__________________________________
                                         Name:
                                         Title:








                                       B-2

<PAGE>   70


                                                                       EXHIBIT C


                   Form of Invitation for Money Market Quotes
                   ------------------------------------------


To:            [Name of Bank]

Re:            Invitation for Money Market Quotes to Guidant Corporation (the
               "BORROWER")

               Pursuant to Section 2.04 of the 364-Day Credit Agreement dated as
of August 23, 2000 among the Borrower, the Banks from time to time party thereto
and the undersigned, as Administrative Agent, we are pleased on behalf of the
Borrower to invite you to submit Money Market Quotes to the Borrower for the
following proposed Money Market Borrowing(s):

Date of Borrowing: __________________________

Principal Amount                        Interest Period
----------------                        ---------------

$

               Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]

               Please respond to this invitation by not later than [2:00 P.M.]
[9:30 A.M.] (New York City time) on [date].


                                MORGAN GUARANTY TRUST COMPANY
                                 OF NEW YORK, as Administrative Agent

                                By ________________________________________
                                     Name:
                                     Authorized Officer



                                       C-1

<PAGE>   71


                                                                       EXHIBIT D


                           Form of Money Market Quote
                           --------------------------

To:            Morgan Guaranty Trust Company of New York,
                as Administrative Agent

Re:            Money Market Quote to Guidant
               Corporation (the "BORROWER")

               In response to your invitation on behalf of the Borrower dated
_____________, ____, we hereby make the following Money Market Quote on the
following terms:

1.   Quoting Bank: ________________________________

2.   Person to contact at Quoting Bank:

     ___________________________________

3.   Date of Borrowing: ____________________*

4.   We hereby offer to make Money Market Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:

Principal      Interest          Money Market
Amount**       Period***         [Margin****]          [Absolute Rate*****]
--------       ---------         ------------          --------------------

$

$

     [Provided, that the aggregate principal amount of Money Market Loans for
which the above offers may be accepted shall not exceed $____________.]**

---------------------------
*    As specified in the related Invitation.
**   Principal amount bid for each Interest Period may not exceed principal
     amount requested. Specify aggregate limitation if the sum of the individual
     offers exceeds the amount the Bank is willing to lend. Bids must be made
     for $5,000,000 or a larger multiple of $1,000,000.






                                       D-1

<PAGE>   72


     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the 364-Day Credit
Agreement dated as of August 23, 2000 among the Borrower, the Banks from time to
time party thereto and yourselves, as Administrative Agent, irrevocably
obligates us to make the Money Market Loan(s) for which any offer(s) are
accepted, in whole or in part.

                                           Very truly yours,

                                           [NAME OF BANK]


Dated: ________________               By: ____________________________________
                                             Name:
                                             Authorized Officer












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

     ***   Not less than 7 days. No more than five bids are permitted for each
           Interest Period.
     ****  Margin over or under the London Interbank Offered Rate determined for
           the applicable Interest Period. Specify percentage (to the nearest
           1/10,000 of 1%) and specify whether "PLUS" or "MINUS".
     ***** Specify rate of interest per annum (to the nearest 1/10,000 of 1%).




                                       D-2

<PAGE>   73


                                                                     EXHIBIT E-1


                                   OPINION OF
                        SPECIAL COUNSEL FOR THE BORROWER
                        --------------------------------


                                       August 23, 2000


To the Banks and the Administrative Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Administrative Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

     We have acted as special counsel to Guidant Corporation (the "BORROWER"),
in connection with the 364-Day Credit Agreement (the "CREDIT AGREEMENT") dated
as of August 23, 2000 among the Borrower, the banks listed on the signature
pages thereof (the "BANKS") and Morgan Guaranty Trust Company of New York, as
Administrative Agent. Except as provided in this letter, terms defined in the
Credit Agreement are used herein as therein defined. This opinion is being
rendered to you at the request of our client pursuant to Section 3.01(c) of the
Credit Agreement.

     We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
of the Borrower and of public officials, and other instruments, and have
conducted such investigations of fact and of law, as we have deemed necessary or
appropriate for the purpose of this opinion, including the following:

     (a)  The Credit Agreement, including all Exhibits and Schedules thereto;
          and

     (b)  The Notes dated August 23, 2000.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons executing documents, the authenticity of
all documents submitted to us as originals, and the conformity to originals of
all documents submitted to us as copies. We have also assumed with your
permission:



                                      E-1-1

<PAGE>   74


     (a) That the Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation and
that the execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within its corporate powers, have been duly
authorized by all necessary corporate action and do not contravene, or
constitute a default under, any provision of the certificate of incorporation or
by-laws of the Borrower or any of its Subsidiaries or of any agreement,
judgment, injunction, order, decree or other instrument binding upon Borrower or
any of its Subsidiaries or result in the creation or imposition of any Lien on
any asset of the Borrower of any of its Subsidiaries;

     (b) That the Borrower has duly executed and delivered each of the Credit
Agreement and the Notes; and

     (c) That all action required under the applicable corporate law of the
Borrower for the Credit Agreement to constitute a valid and binding obligation
of the Borrower has been taken.

     Based upon and subject to the foregoing and subject also to the
qualifications and limitations set forth herein, we are of the opinion that:

          1. The execution, delivery and performance by the Borrower of the
     Credit Agreement and the Notes require no action by or in respect of, or
     filing with, any governmental body, agency or official of the State of New
     York or the United States of America and do not contravene, or constitute a
     default under, any provision of law or regulation of the State of New York
     or the United States of America.

          2. The Credit Agreement and the Notes constitute valid and binding
     obligations of the Borrower, each such obligation being enforceable in
     accordance with its terms against the Borrower except (a) as may be limited
     by bankruptcy, insolvency, reorganization, moratorium or other similar laws
     relating to or affecting the rights of creditors generally, and (b) as the
     enforceability, in each case, is subject to the application of general
     principles of equity (regardless of whether considered in a proceeding in
     equity or at law), including, without limitation, (i) the possible
     unavailability of specific performance, injunctive relief or any other
     equitable remedy and (ii) concepts of materiality, reasonableness, good
     faith and fair dealing.

     Our opinion expressed in Paragraph 1 above as to absence of violation of
laws is based upon a consideration of any those laws which, in our experience,
are normally applicable to transactions of the type contemplated by the Credit
Agreement.



                                      E-1-2

<PAGE>   75


     We are not expressing any opinions as to any anti-fraud provisions under
federal or state securities laws or as to any federal or state antitrust laws.

     The opinions herein are limited to the federal laws of the United States
and the laws of the State of New York, and we express no opinion as to the laws
of any other jurisdiction. The opinions expressed herein are based upon the laws
in effect and upon such facts as exist as of the date hereof. No responsibility
or undertaking is hereby assumed to advise you of any changes in such laws or
facts after the date hereof or of the applicability or effect of the laws of any
other jurisdiction.

     At the request of our clients, this opinion letter is, pursuant to Section
3.01(c) of the Credit Agreement, provided to you by us in our capacity as
special counsel to the Borrower, and may not be relied upon by any Person for
any purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our written consent. Notwithstanding
the foregoing, this opinion letter may be relied upon by any bank or other
institution which is an Assignee or a Participant under the Credit Agreement.

                                Very truly yours,










                                      E-1-3

<PAGE>   76


                                                                     EXHIBIT E-2

                                   OPINION OF
                         SENIOR COUNSEL OF THE BORROWER

                                                                 August 23, 2000

The Banks and the Administrative Agent
Referred to Below
c/o Morgan Guaranty Trust
  Company of New York, as Administrative Agent
60 Wall Street
New York, NY  10260

Ladies and Gentlemen:

     I am Senior Counsel of Guidant Corporation, an Indiana corporation (the
"BORROWER"). This opinion is being delivered to you pursuant to the 364-Day
Credit Agreement (the "CREDIT AGREEMENT") dated as of August 23, 2000, among the
Borrower, the banks listed on the signature page thereof (the "BANKS") and
Morgan Guaranty Trust Company of New York, as Administrative Agent. Terms
defined in the Credit Agreement are used herein as therein defined.

     In preparing this opinion, I or members of my staff have examined and
relied upon, among other things, originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we deemed necessary or advisable for
purposes of this opinion.

     In making such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as certified,
conformed or photostatic copies. As to matters of fact material to my opinion
which were not independently verified, we have relied upon the statements and
representations of officers and other representatives of the Borrower and
representatives of governmental entities.

     Based on and subject to the foregoing, it is my opinion that:

     1.   The Borrower is a corporation duly incorporated, validly existing and
          in good standing under the laws of its jurisdiction of incorporation.
          The Borrower has all corporate powers and all material governmental
          licenses, authorizations, consents and approvals required to carry on
          its business as now conducted.




                                      E-2-1

<PAGE>   77


     2.   The execution, delivery and performance by the Borrower of the Credit
          Agreement and the Notes are within its corporate powers, have been
          duly authorized by all necessary corporate action and do not
          contravene, or constitute a default under, any provision of the
          certificate of incorporation or by-laws of the Borrower or any of its
          Subsidiaries or of any agreement, judgement, injunction, order, decree
          or other instrument binding upon Borrower or any if its Subsidiaries
          or result in the creation or imposition of any Lien on any asset of
          the Borrower or any of its Subsidiaries.

     3.   The Borrower has duly executed and delivered the Credit Agreement and
          each of the Notes.

     4.   All action required under the applicable corporate law of the Borrower
          for the Credit Agreement and the Notes to constitute a valid and
          binding obligation of the Borrower has been taken.

     5.   Except as disclosed in the Borrower's 1999 Form 10-K and the
          Borrower's Form 10-Q issued as of March 31, 2000 and June 30, 2000,
          there is no action, suit or proceeding pending against, or to the best
          of my knowledge, threatened against the Borrower or any of its
          Subsidiaries before any court or arbitrator or any governmental body,
          agency or official, in which there is a reasonable likelihood of an
          adverse decision which could materially adversely affect the
          consolidated financial position of the Borrower and its Consolidated
          Subsidiaries, considered as a whole, or the ability of the Borrower to
          satisfy its obligations under the Financial Documents, or which in any
          manner draws into question the validity of the Credit Agreement or the
          Notes.

     6.   Each of the Borrower's Significant Subsidiaries is a corporation
          validly existing and in good standing under the laws of its
          jurisdiction of incorporation, and has all corporate powers and all
          material governmental licenses, authorizations, consents and approvals
          required to carry on its business as now conducted.

     I am a member of the Bar of the State of Indiana and express no opinion as
to the matters governed by the laws of any other jurisdiction (other than the
federal laws of the United States of America). This opinion is furnished in
connection with the transaction described herein, is solely for your benefit and
may not be relied upon by any other person, firm or corporation, nor in any
other context, without my prior written consent, except that any Assignee or
Participant may rely upon this opinion as if it were addressed to it.

                                   Sincerely,


                                      E-2-2

<PAGE>   78


                                                                       EXHIBIT F


                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                 FOR THE AGENTS
                                 --------------

                                                                 August 23, 2000


To the Banks and the Administrative Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Administrative Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have participated in the preparation of the 364-Day Credit Agreement
(the "CREDIT AGREEMENT") dated as of August 23, 2000 among Guidant Corporation,
an Indiana corporation (the "BORROWER"), the banks listed on the signature pages
thereof (the "BANKS") and Morgan Guaranty Trust Company of New York, as
Administrative Agent, and have acted as special counsel for the Agents for the
purpose of rendering this opinion pursuant to Section 3.01(d) of the Credit
Agreement. Terms defined in the Credit Agreement are used herein as therein
defined.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons executing documents, the authenticity of
all documents submitted to us as originals, and the conformity to originals of
all documents submitted to us as copies. We have also assumed with your
permission:

     (a) That the Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation, and
that the execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within its corporate powers, have been duly
authorized by all


                                       F-1

<PAGE>   79


necessary corporate action and do not contravene, or constitute a default under,
any provision of the certificate of incorporation or by-laws of the Borrower or
any of its Subsidiaries or of any agreement, judgment, injunction, order, decree
or other instrument binding upon Borrower or any of its Subsidiaries or result
in the creation or imposition of any Lien on any asset of the Borrower of any of
its Subsidiaries;

     (b) That the Borrower has duly executed and delivered the Credit Agreement
and each of the Notes; and

     (c) That all action required under the applicable corporate law of the
Borrower for the Credit Agreement to constitute a valid and binding obligation
of the Borrower has been taken.

     Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Borrower and each
Note constitutes a valid and binding obligation of the Borrower, except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.

     We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. In giving the foregoing opinion, we express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
State of New York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect.

     This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by any other Person without our prior written consent. Notwithstanding the
foregoing, this opinion may be relied upon by any bank or other institution
which is an Assignee or a Participant under the Credit Agreement.

                                Very truly yours,




                                       F-2

<PAGE>   80


                                                                       EXHIBIT G


                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------


     AGREEMENT dated as of _______ __, ____ among [ASSIGNOR] (the "ASSIGNOR"),
[ASSIGNEE] (the "ASSIGNEE"), GUIDANT CORPORATION, an Indiana corporation (the
"BORROWER") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "ADMINISTRATIVE AGENT").

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

     WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT") relates
to the 364-Day Credit Agreement dated as of August 23, 2000 among the Borrower,
the Banks party thereto and the Administrative Agent (as amended from time to
time, the "CREDIT AGREEMENT");

     WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Committed Loans to the Borrower in an aggregate principal
amount at any time outstanding not to exceed $__________;

     WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

     WHEREAS, the Assignor proposes to assign to the Assignee all of the rights
of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "ASSIGNED AMOUNT"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

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

     SECTION 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.

     SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit

                                      G-1


<PAGE>   81


Agreement to the extent of the Assigned Amount, including the purchase from the
Assignor of the corresponding portion of the principal amount of the Committed
Loans made by the Assignor outstanding at the date hereof. Upon the execution
and delivery hereof by the Assignor, the Assignee, the Borrower and the
Administrative Agent and the payment of the amounts specified in Section 3
required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date
hereof, be reduced by a like amount and the Assignor released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.

     SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.(3) It is
understood that commitment and/or participation fees accrued to the date hereof
are for the account of the Assignor and such fees accruing from and including
the date hereof are for the account of the Assignee. Each of the Assignor and
the Assignee hereby agrees that if it receives any amount under the Credit
Agreement which is for the account of the other party hereto, it shall receive
the same for the account of such other party to the extent of such other party's
interest therein and shall promptly pay the same to such other party.

     [SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver
a Note payable to the order of the Assignee to evidence the assignment and
assumption provided for herein.]

     SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation
or warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of the Borrower or any of
its Subsidiaries or the validity and enforceability of the obligations of the


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

          (3) Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.



                                      G-2

<PAGE>   82


Borrower in respect of the Credit Agreement or any Note. The Assignee
acknowledges that it has, independently and without reliance on the Assignor,
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent appraisal of the
business, affairs and financial condition of the Borrower.

     SECTION 6. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.






                                      G-3

<PAGE>   83


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

                                   [ASSIGNOR]


                                   By ________________________________________
                                      Name:
                                      Title:


                                   [ASSIGNEE]


                                   By ________________________________________
                                      Name:
                                      Title:


                                   [GUIDANT CORPORATION]


                                   By ________________________________________
                                      Name:
                                      Title:


                                   MORGAN GUARANTY TRUST COMPANY
                                         OF NEW YORK, as Administrative Agent


                                   By ________________________________________
                                      Name:
                                      Title:









                                      G-4

<PAGE>   84


                                                                       EXHIBIT H


                              DESIGNATION AGREEMENT

                       dated as of ________________, _____


     Reference is made to the 364-Day Credit Agreement dated as of August 23,
2000 (as amended from time to time, the "CREDIT AGREEMENT") among Guidant
Corporation, a Indiana corporation (the "BORROWER"), the banks party thereto
(the "BANKS") and Morgan Guaranty Trust Company of New York, as Administrative
Agent (the "ADMINISTRATIVE AGENT"). Terms defined in the Credit Agreement are
used herein with the same meaning.

     _________________ (the "DESIGNATOR") and ________________ (the "DESIGNEE")
agree as follows:

     1. The Designator designates the Designee as its Designated Lender under
the Credit Agreement and the Designee accepts such designation.
     2. The Designator makes no representations or warranties and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto.
     3. The Designee confirms that it is an Eligible Designee; appoints and
authorizes the Designator as its administrative agent and attorney-in-fact and
grants the Designator an irrevocable power of attorney to receive payments made
for the benefit of the Designee under the Credit Agreement and to deliver and
receive all communications and notices under the Credit Agreement, if any, that
the Designee is obligated to deliver or has the right to receive thereunder; and
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any amendment or waiver of any provision of the Credit Agreement, and
agrees that the Designee shall be bound by all such votes, approvals, amendments
and waivers and all other agreements of the Designator pursuant to or in
connection with the Credit Agreement, all subject to Section 9.05(b) of the
Credit Agreement.
     4. The Designee confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements referred
to in Article 4 or delivered pursuant to Article 5 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Designation Agreement; agrees that it
will, independently and without reliance upon any Agent, the Designator or any
other Bank and based on such documents and information as it shall deem
appropriate at


                                       H-1

<PAGE>   85


the time, continue to make its own credit decisions in taking or not taking any
action it may be permitted to take under the Credit Agreement. The Designee
acknowledges that it is subject to and bound by the confidentiality provisions
of the Credit Agreement (except as provided in Section 9.07(a) thereof).
     5. Following the execution of this Designation Agreement by the Designator
and the Designee and the consent hereto by the Borrower, it will be delivered to
the Administrative Agent for its consent. This Designation Agreement shall
become effective when the Administrative Agent consents hereto or on any later
date specified on the signature page hereof.
     6. Upon the effectiveness hereof, (a) the Designee shall have the right to
make Loans or portions thereof as a Bank pursuant to Section 2.01 or 2.04 of the
Credit Agreement and the rights of a Bank related thereto and (b) the making of
any such Loans or portions thereof by the Designee shall satisfy the obligations
of the Designator under the Credit Agreement to the same extent, and as if, such
Loans or portions thereof were made by the Designator.
     7. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
     IN WITNESS WHEREOF, the parties have caused this Designation Agreement to
be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date(5):______, ____

                                        [NAME OF DESIGNATOR]



                                        By: __________________________________
                                            Name:
                                            Title:



                                        [NAME OF DESIGNEE]



                                        By: __________________________________
                                            Name:
                                            Title:


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

     (5) This date should be no earlier than the date of the Agent's consent
hereto.



                                       H-2

<PAGE>   86


     The undersigned consent to the foregoing designation.

                                        GUIDANT CORPORATION



                                        By: __________________________________
                                            Name:
                                            Title:



                                        MORGAN GUARANTY TRUST
                                           COMPANY  OF NEW YORK, as
                                           Administrative Agent



                                        By: __________________________________
                                            Name:
                                            Title:








                                       H-3