<PAGE>
                                                                    EXHIBIT 4.19


                            COMPOSITE CONFORMED COPY
                          AS AMENDED BY AMENDMENT NO. 1



                                 $4,500,000,000



                            364-DAY CREDIT AGREEMENT


                                   dated as of


                                February 11, 2000


                         Tyco International Group S.A.,
                                    Borrower

                            Tyco International Ltd.,
                                    Guarantor


                   Morgan Guaranty Trust Company of New York,
                              Administrative Agent

                              Bank of America, N.A.
                            The Chase Manhattan Bank
                                 Commerzbank AG,
                              Co-Syndication Agents

                          J.P. Morgan Securities Inc.,
                                    Arranger

                         Banc of America Securities LLC
                              Chase Securities Inc.
                                 Commerzbank AG
                              Salomon Smith Barney,
                                  Co-Arrangers


<PAGE>



                                TABLE OF CONTENTS



                                    ARTICLE 1
                                   DEFINITIONS

<TABLE>
<S>            <C>                                                                            <C>
Section 1.01.  Definitions......................................................................1
Section 1.02.  Accounting Terms and Determinations.............................................19
Section 1.03.  Classes and Types of Loans and Borrowings.......................................19

                                    ARTICLE 2
                                   THE CREDITS

Section 2.01.  Commitments to Lend.............................................................19
Section 2.02.  Notice of Committed Borrowing...................................................21
Section 2.03.  The Money Market Borrowings.....................................................22
Section 2.04.  Notice To Banks; Funds Of Loans.................................................26
Section 2.05.  Promissory Notes................................................................27
Section 2.06.  Maturity of Loans...............................................................28
Section 2.07.  Interest Rates..................................................................28
Section 2.08.  Facility Fee....................................................................30
Section 2.09.  Optional Termination or Reduction of Commitments................................30
Section 2.10.  Mandatory Termination of Commitments............................................30
Section 2.11.  Optional Prepayments............................................................30
Section 2.12.  General Provisions as to Payments...............................................31
Section 2.13.  Funding Losses..................................................................32
Section 2.14.  Computation of Interest and Fees................................................32
Section 2.15.  Regulation D Compensation.......................................................32
Section 2.16.  Method of Electing Interest Rates...............................................33
Section 2.17.  Optional Increase in Commitments................................................35
Section 2.18.  Determining Dollar Amounts of Alternative
                 Currency Loans; Related Mandatory Prepayments ................................35
Section 2.19.  Additional Reserve Costs........................................................36
Section 2.20.  Changes in Market Practice Following EMU........................................36

                                    ARTICLE 3
                                   CONDITIONS

Section 3.01.  Effectiveness...................................................................37
Section 3.02.  Existing 364-Day Agreement......................................................38
Section 3.03.  Borrowings......................................................................38

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Corporate Existence and Power...................................................39

                                       i
<PAGE>


Section 4.02.  Corporate and Governmental Authorization; No Contravention......................39
Section 4.03.  Binding Effect..................................................................39
Section 4.04.  Financial Information...........................................................40
Section 4.05.  Litigation......................................................................40
Section 4.06.  Compliance with ERISA...........................................................40
Section 4.07.  Environmental Matters...........................................................41
Section 4.08.  Taxes...........................................................................41
Section 4.09.  Subsidiaries....................................................................41
Section 4.10.  Not an Investment Company.......................................................41
Section 4.11.  Full Disclosure.................................................................41
Section 4.12.  Obligations to Be Pari Passu....................................................42

                                    ARTICLE 5
                                    COVENANT

Section 5.01.  Information.....................................................................42
Section 5.02.  Payment of Obligations..........................................................44
Section 5.03.  Maintenance of Property; Insurance..............................................44
Section 5.04.  Conduct of Business and Maintenance of Existence................................44
Section 5.05.  Compliance with Laws............................................................45
Section 5.06.  Inspection of Property, Books and Records; Confidentiality......................45
Section 5.07.  Limitation on Restrictions on Subsidiary Dividends and Other Distributions......47
Section 5.08.  Debt............................................................................49
Section 5.09.  Fixed Charge Coverage...........................................................49
Section 5.10.  Negative Pledge.................................................................49
Section 5.11.  Consolidations, Mergers And Sales Of Assets.....................................51
Section 5.12.  Transactions With Affiliates....................................................52
Section 5.13.  Restricted Payments.............................................................53
Section 5.14.  Subsidiary Guarantors...........................................................53
Section 5.15.  Use of Proceeds.................................................................53

                                    ARTICLE 6
                                    DEFAULTS

Section 6.01.  Events of Defaults..............................................................53
Section 6.02.  Notice of Default...............................................................56

                                    ARTICLE 7
                                    THE AGENT

Section 7.01.  Appointment and Authorization...................................................57
Section 7.02.  Agent and Affiliates............................................................57
Section 7.03.  Action by Agent.................................................................57
Section 7.04.  Consultation With Experts.......................................................57
Section 7.05.  Limits of Liability.............................................................57
Section 7.06.  Indemnification.................................................................58

                                       ii
<PAGE>

Section 7.07.  Credit Decision.................................................................58
Section 7.08.  Successor Agent.................................................................58
Section 7.09.  Agent's Fee.....................................................................58

                                    ARTICLE 8
                             CHANGE IN CIRCUMSTANCES

Section 8.01.  Basis for Determining Interest Rate Inadequate or Unfair........................59
Section 8.02.  Illegality......................................................................59
Section 8.03.  Increased Cost and Reduced Return...............................................60
Section 8.04.  Taxes...........................................................................61
Section 8.05.  Base Rate Loans Substituted for Affected Fixed Rate Loans.......................63
Section 8.06.  Substitution of Bank............................................................64

                                    ARTICLE 9
                                  MISCELLANEOUS

Section 9.01.  Notices.........................................................................64
Section 9.02.  No Waivers......................................................................65
Section 9.03.  Expenses; Indemnification.......................................................65
Section 9.04.  Sharing of Set-Offs.............................................................66
Section 9.05.  Amendments and Waivers..........................................................66
Section 9.06.  Successors And Assigns..........................................................66
Section 9.07.  Collateral......................................................................69
Section 9.08.  Governing Law...................................................................69
Section 9.09.  Counterparts; Integration.......................................................69
Section 9.10.  Waiver of Jury Trial............................................................69
Section 9.11.  Judgment Currency...............................................................69
Section 9.12.  Judicial Proceedings............................................................70
Section 9.13.  Conforming Amendments to Five-year Facility.....................................71

                                   ARTICLE 10
                                    GUARANTEE

Section 10.01.  The Guarantee..................................................................71
Section 10.02.  Guarantee Unconditional........................................................72
Section 10.03.  Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances....72
Section 10.04.  Waiver By The Guarantor........................................................73
Section 10.05.  Subrogation....................................................................73
Section 10.06.  Stay Of Acceleration...........................................................73
</TABLE>

Commitment Schedule
Pricing Schedule
Exhibit A - Promissory Note
Exhibit B - Money Market Quote Request


                                      iii
<PAGE>

Exhibit C - Invitation for Money Market Quotes
Exhibit D - Money Market Quote
Exhibit E - Opinion of Chief Corporate Counsel of the Guarantor
Exhibit F - Opinion of Special Counsel for the Borrower
Exhibit G - Opinion of Special Counsel for the Guarantor
Exhibit H - Opinion of Special Counsel for the Agent
Exhibit I - Assignment and Assumption Agreement
Exhibit J - Form of Subsidiary Guarantee
Exhibit K - Form of Subsidiary Counsel Opinion
Exhibit L - Mandatory Costs Rate

                                       iv
<PAGE>


                            364-DAY CREDIT AGREEMENT


     AGREEMENT dated as of February 11, 2000 among TYCO INTERNATIONAL GROUP
S.A., TYCO INTERNATIONAL LTD., the BANKS listed on the signature pages hereof
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent.

     The parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. DEFINITIONS. The following terms, as used herein, have the
following meanings:

     "ABSOLUTE RATE AUCTION" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.

     "ACQUIRED DEBT" means Debt of a Person (a) existing at the time such Person
becomes a Subsidiary or merges into a Subsidiary and (b) not created in
contemplation of such event.

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

     "AFFILIATE" means (i) any Person that directly, or indirectly through one
or more intermediaries, controls the Guarantor (a "Controlling Person") or (ii)
any Person (other than the Guarantor or a Subsidiary) which is controlled by or
is under common control with a Controlling Person. As used herein, the term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. The fact that an
Affiliate of a Person is a member of a law firm that renders services to such
Person or its Affiliates does not mean that the law firm is an Affiliate of such
Person.

     "AGENT" means Morgan Guaranty Trust Company of New York in its capacity as
administrative agent for the Banks under the Financing Documents, any successor
agent that becomes the Agent pursuant to Section 7.08, and the respective
corporate successors of the foregoing acting in such capacity.

     "ALTERNATIVE CURRENCY" means Euro; PROVIDED that any other currency (except
Dollars) shall also be an Alternative Currency if (i) the Borrower requests, by
notice to the Agent, that such currency be included as an additional Alternative
Currency for purposes of this Agreement, (ii) such currency is freely
transferable

<PAGE>

and is freely convertible into Dollars in the London foreign exchange market,
(iii) deposits in such currency are customarily offered to banks in the London
interbank market and (iv) every Bank, by notice to the Agent, approves the
inclusion of such currency as an additional Alternative Currency for purposes
hereof. The Banks' approval of any such additional Alternative Currency may be
limited to a specified maximum Dollar Amount or a specified period of time or
both.

     "ALTERNATIVE CURRENCY LOAN" means a Committed Loan that is made in an
Alternative Currency pursuant to the applicable Notice of Committed Borrowing.
Any Loan in the currency of a Participating Member State shall be denominated in
Euro Units. Any Loan made in the currency of a Participating Member State before
the date on which such Participating Member State adopts the Euro as its
currency (the "ENTRY DATE") and still outstanding on the Entry Date shall be
prepaid on the last day of the Interest Period applicable thereto on the Entry
Date. A Swingline Loan is an Alternative Currency Loan.

     "ALTERNATIVE CURRENCY SUBLIMIT" means a Dollar Amount equal to
$1,500,000,000.

     "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Currency Loans, its Euro-Currency 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 each bank listed on the signature pages hereof, each financial
institution which becomes a Bank pursuant to Section 2.17, each Assignee which
becomes a Bank pursuant to Section 9.06(c), and the respective corporate
successors of the foregoing.

     "BANK AFFILIATE" means, with respect to the Agent or any Bank, any Person
controlling, controlled by or under common control with the Agent or such Bank,
as the case may be.

     "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 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 2.07(a) or Article 8.

     "BERMUDA COMPANIES LAW" means every Bermuda statute from time to time in
force concerning companies insofar as the same applies to the Guarantor.


                                       2
<PAGE>


     "BORROWER" means Tyco International Group S.A., a Luxembourg company, and
its successors.

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

     "CLASS" has the meaning specified in Section 1.03.

     "COMMITMENT" means (i) with respect to each Bank listed on the Commitment
Schedule, the amount set forth opposite the name of such Bank on the Commitment
Schedule and (ii) with respect to any financial institution which becomes a Bank
pursuant to Section 2.17 or any Assignee, the amount of the Commitment assumed
by it pursuant to Section 2.17 or 9.06(c), as the case may be, in each case as
such amount may be changed from time to time pursuant to Section 2.09, 2.17 or
9.06(c).

     "COMMITMENT PERCENTAGE" means, with respect to each Bank, the percentage
equivalent of a fraction the numerator of which is the amount of its Commitment
and the denominator of which is the aggregate amount of the Commitments of all
Banks.

     "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

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

     "COMMITTED LOAN" means a Syndicated Loan or a Swingline Loan.

     "CONDUIT" means a special purpose corporation which is engaged in making,
purchasing or otherwise investing in commercial loans in the ordinary course of
its business.

     "CONDUIT DESIGNATION" has the meaning set forth in Section 9.06(f).

     "CONSENTS" has the meaning set forth in Section 4.01.

     "CONSOLIDATED ASSETS" means, at any time, the total assets of the Guarantor
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
time.

     "CONSOLIDATED DEBT" means, at any date, the aggregate amount of Debt of the
Guarantor and its Consolidated Subsidiaries, determined on a consolidated basis
as of such date; PROVIDED that (i) if a Permitted Receivables Transaction is
outstanding at such date and is accounted for as a sale of accounts receivable
under generally accepted accounting principles, Consolidated Debt determined as
aforesaid shall be adjusted to include the additional Debt, determined on a
consolidated basis as of such date, which would have been outstanding at such
date had such Permitted Receivables Transaction been accounted for as a
borrowing at such date and (ii) Consolidated Debt shall in any event include all


                                       3
<PAGE>

Debt of any Person other than the Guarantor or a Consolidated Subsidiary which
is Guaranteed by the Guarantor or a Consolidated Subsidiary, except that
Consolidated Debt shall not include Debt of a joint venture, partnership or
similar entity which is Guaranteed by the Guarantor or a Consolidated Subsidiary
by virtue of the joint venture, partnership or similar arrangement with respect
to such entity or by operation of applicable law (and not otherwise) so long as
the aggregate outstanding principal amount of such excluded Debt at any date
does not exceed $50,000,000.

     "CONSOLIDATED EBIT" means, for any fiscal 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 and (ii) federal, state and local income tax expense.

     "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal period, (without
duplication) (i) the consolidated interest expense of the Guarantor and its
Consolidated Subsidiaries for such period MINUS (ii) the consolidated interest
income of the Guarantor and its Consolidated Subsidiaries for such period, if,
and only if, such consolidated interest income is equal to or less than
$5,000,000, PLUS (iii) if a Permitted Receivables Transaction outstanding during
such period is accounted for as a sale of accounts receivable under generally
accepted accounting principles, the additional consolidated interest expense
that would have accrued during such period had such Permitted Receivables
Transaction been accounted for as a borrowing during such period, in each case
determined on a consolidated basis.

     "CONSOLIDATED NET INCOME" means, for any fiscal period, the consolidated
net income of the Guarantor and its Consolidated Subsidiaries for such period,
determined on a consolidated basis after eliminating therefrom all Extraordinary
Gains and Losses. "EXTRAORDINARY GAINS AND LOSSES" means and includes, for any
fiscal period, all extraordinary gains and losses and all other material
non-recurring non-cash items of the Guarantor and its Consolidated Subsidiaries
for such period, determined on a consolidated basis and, in addition, includes,
without limitation, gains or losses from the discontinuance of operations and
gains or losses of the Guarantor and its Consolidated Subsidiaries for such
period resulting from the sale, conversion or other disposition of material
assets of the Guarantor or any Consolidated Subsidiary other than in the
ordinary course of business.

     "CONSOLIDATED NET WORTH" means, at any date, the consolidated stockholders'
equity of the Guarantor and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date and adjusted so as to exclude the effect of
the currency translation adjustment as of such date.

     "CONSOLIDATED SUBSIDIARY" means, at any date, with respect to any Person,
any Subsidiary or other entity the accounts of which would be consolidated with
those of such Person in its consolidated financial statements if


                                       4
<PAGE>

such statements were prepared as of such date; unless otherwise specified,
Consolidated Subsidiary means a Consolidated Subsidiary of the Guarantor.

     "CONSOLIDATED TANGIBLE ASSETS" means, at any time, the total assets less
all Intangible Assets appearing on the most recently prepared balance sheet of
the Guarantor and its Consolidated Subsidiaries as of the end of a fiscal
quarter of the Guarantor, prepared on a consolidated basis in accordance with
United States generally accepted accounting principles as in effect on the date
of calculation.

     "CONSOLIDATED TANGIBLE NET WORTH" means, at any date, (i) Consolidated Net
Worth as of such date MINUS (ii) Intangible Assets as of such date.

     "CONSOLIDATED TOTAL CAPITALIZATION" means, at any date, the sum of
Consolidated Debt and Consolidated Net Worth, each determined as of such date.

     "DEBT" of any Person means, at any date, without duplication, (i) the
principal amount of all obligations of such Person for borrowed money, (ii) the
principal amount of all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments (it being understood that,
subject to the proviso to this definition of "Debt," performance bonds,
performance guaranties, letters of credit, bank guaranties and similar
instruments shall not constitute Debt of such Person to the extent that the
outstanding reimbursement obligations of such Person in respect thereof are
collateralized by cash or cash equivalents, which cash or cash equivalents would
not be reflected as assets on a balance sheet of such Person prepared in
accordance with generally accepted accounting principles), (iii) all obligations
of such Person to pay the deferred purchase price of property or services
recorded on the books of such Person, except for (a) trade and similar accounts
payable and accrued expenses arising in the ordinary course of business, and (b)
employee compensation and pension obligations, and other obligations arising
from employee benefit programs and agreements or other similar employment
arrangements, (iv) all obligations of such Person as lessee which are
capitalized on the books of such Person in accordance with generally accepted
accounting principles, (v) 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
(vi) all Debt of others Guaranteed by such Person; PROVIDED, HOWEVER, that Debt
shall not include:

          (A) contingent reimbursement obligations in respect of performance
     bonds, performance guaranties, bank guaranties or letters of credit issued
     in lieu of performance bonds or performance guaranties or similar
     instruments, in each case, incurred by such Person in the ordinary course
     of business;

          (B) contingent reimbursement obligations in respect of trade letters
     of credit, or similar instruments, in each case, incurred by such Person in
     the ordinary course of business; or



                                       5
<PAGE>

          (C) contingent reimbursement obligations in respect of standby letters
     of credit or similar instruments securing self-insurance obligations of
     such Person;

in each case, so long as the underlying obligation supported thereby does not
itself constitute Debt.

     "DEBT RATING" means a rating of the Borrower's long-term debt which is not
secured or supported by a guarantee, letter of credit or other form of credit
enhancement. If a Debt Rating by a Rating Agency is required to be at or above a
specified level and such Rating Agency shall have changed its system of
classifications after the date hereof, the requirement will be met if the Debt
Rating by such Rating Agency is at or above the new rating which most closely
corresponds to the specified level under the old rating system.

     "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.

     "DELAWARE OFFICE" means the office of the Agent identified on the signature
pages hereof as its Delaware office, or such other office of the Agent as it may
specify for such purpose by notice to the other parties hereto.

     "DOLLAR AMOUNT" means, at any time:

          (i) with respect to any Dollar-Denominated Loan, the principal amount
     thereof then outstanding; and

          (ii) with respect to any Alternative Currency Loan, the principal
     amount thereof then outstanding in the relevant Alternative Currency,
     converted to Dollars at the Spot Rate most recently used by the Agent to
     determine or redetermine the Dollar Amount of such Loan pursuant to Section
     2.18(a).

     "DOLLAR-DENOMINATED LOAN" means a Loan that is made in Dollars pursuant to
the applicable Notice of Borrowing.

     "DOLLARS" and the sign "$" mean lawful currency of the United States.

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


                                       6
<PAGE>

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

     "EMU LEGISLATION" means legislative measures of the Council of the European
Union for the introduction of, changeover to or operation of the Euro.

     "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment, 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 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 any Subsidiary, are treated as a single
employer under Section 414 of the Internal Revenue Code.

     "EURO" means the single currency of the Participating Member States in the
Third Stage.

     "EURO-CURRENCY BUSINESS DAY" means a Euro-Dollar Business Day, unless such
term is used in connection with an Alternative Currency Borrowing or Alternative
Currency Loan, in which case such day shall only be a Euro-Currency Business Day
if commercial banks are open for international business (including dealings in
deposits in such Alternative Currency) in both London and the place designated
by the Agent for funds to be paid or made available in such Alternative
Currency.

     "EURO-CURRENCY 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-Currency Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Currency Lending Office by notice
to the Company and the Agent; PROVIDED that any Bank may from time to time by
notice to the Borrower and the Agent designate separate Euro-Currency Lending
Offices for its Loans in different currencies, in which case all references
herein to the Euro-Currency Lending Office of such Bank shall be deemed to refer
to any or all of such offices, as the context may require.


                                       7
<PAGE>

     "EURO-CURRENCY LOAN" means either a Euro-Dollar Loan or an Alternative
Currency Loan.

     "EURO-CURRENCY MARGIN" has the meaning specified in the Pricing Schedule.

     "EURO-CURRENCY RATE" means a rate of interest determined pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

     "EURO-CURRENCY 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-Currency Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents).

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

     "EURO UNIT" means the currency unit of the Euro.

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

     "EXISTING 364-DAY AGREEMENT" means the 364-Day Credit Agreement dated as of
February 12, 1999, among the Borrower, the banks listed therein and Morgan
Guaranty Trust Company of New York, as agent for such banks, as amended to the
Effective Date.

     "EXISTING TYCO US DEBT" means publicly held and privately placed debt
securities of Tyco US outstanding at December 22, 1997.

     "FACILITY FEE RATE" means a rate per annum determined daily in accordance
with the Pricing Schedule.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th 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

                                       8
<PAGE>

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 Agent.

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

     "FINANCING DOCUMENTS" means this Agreement, the Subsidiary Guarantees and
the Promissory Notes.

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

     "GROUP OF LOANS" means, at any time, a group of Syndicated Loans consisting
of (i) all such Loans which are Base Rate Loans at such time or (ii) all such
Loans which are Euro-Currency 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 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.

     "GUARANTOR" means Tyco International Ltd., a Bermuda company, and its
successors.

     "GUARANTOR'S 1999 FORM 10-K" means the Guarantor's annual report on Form
10-K for the fiscal year ended September 30, 1999, as filed with the


                                       9
<PAGE>

Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

     "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.

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

     "INDENTURE" means the Indenture dated as of April 23, 1998 among the
Borrower, the Guarantor and The Bank of New York, as Trustee, as amended or
supplemented from time to time.

     "INTANGIBLE ASSETS" means, at any date, the amount (if any) which would be
stated under the heading "Goodwill and Other Intangible Assets, Net" or under
any other heading relating to intangible assets separately listed, in each case,
on the face of a balance sheet of the Guarantor and its Consolidated
Subsidiaries prepared on a consolidated basis as of such date.

     "INTEREST PERIOD" means: (1) with respect to each Euro-Currency Loan which
is not a Swingline 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 thereafter (or such other period of time as may at the time be mutually
agreed by the Borrower and the Banks), 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-Currency Business Day shall be extended to the next succeeding
     Euro-Currency Business Day unless such Euro-Currency Business Day falls in
     another calendar month, in which case such Interest Period shall end on the
     next preceding Euro-Currency Business Day; and

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

     (2) with respect to each Swingline Loan, the period commencing on the date
of borrowing specified in the applicable Notice of Committed Borrowing and
ending on the third following Euro-Currency Business Day;

     (3) with respect to each Money Market LIBOR Loan, the period commencing on
the date of borrowing specified in the applicable Notice of


                                       10
<PAGE>

Borrowing and ending such whole number of months thereafter as the Borrower may
elect in accordance with Section 2.03; 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; and

          (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 end on the last Euro-Dollar Business Day of a calendar month; and

     (4) 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 30 days)
as the Borrower may elect in accordance with Section 2.03; PROVIDED that 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

PROVIDED FURTHER that:

          (x) any Interest Period applicable to any Loan which begins before the
     Termination Date and would otherwise end after the Termination Date shall
     end on the Termination Date ; and

          (y) any Interest Period applicable to any Loan which would otherwise
     end after the Final Maturity Date shall end on the Final Maturity 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 2.03.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Guarantor 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 (other than an operating lease)
relating to such asset.


                                       11
<PAGE>

     "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
2.07(b).

     "LONDON OFFICE" means the office of the Agent identified on the signature
pages hereof as its London office, or such other office of the Agent as it may
specify for such purpose by notice to the other parties hereto.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, consolidated financial position or consolidated results of operations
of the Guarantor and its Consolidated Subsidiaries, considered as a whole, (ii)
the ability of the Obligors to perform their obligations under the Financing
Documents, or (iii) the rights and remedies of the Agent or any Bank under the
Financing Documents.

     "MATERIAL DEBT" means Debt (other than (i) any Guarantee by the Guarantor
of Debt of a Subsidiary, (ii) any Guarantee by a Subsidiary of Debt of the
Guarantor or another Subsidiary, (iii) any Debt of the Guarantor owed to a
Wholly-Owned Consolidated Subsidiary or (iv) any Debt of a Subsidiary owed to
the Guarantor or a Wholly-Owned Consolidated Subsidiary) of the Guarantor and/or
one or more of its Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate outstanding principal amount exceeding
$50,000,000.

     "MATERIAL PLAN" means at any time a Plan or Plans having aggregate
unrefunded Liabilities in excess of $25,000,000.

     "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section 2.03(d).

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

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

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


                                       12
<PAGE>

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

     "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 2.03(d).

     "MONEY MARKET QUOTE" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.03.

     "MOODY'S" means Moody's Investors Service, Inc., or any successor to such
corporation's business of rating debt securities.

     "MULTIEMPLOYER PLAN" means at any time a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA either (i) to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
(ii) has at any time within the preceding five plan years been maintained, or
contributed to, by any Person who was at such time a member of the ERISA Group
for employees of any Person who was at such time a member of the ERISA Group.

     "NATIONAL CURRENCY UNIT" or "NCU" means the unit of currency (other than a
Euro Unit) of a Participating Member State.

     "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined in
Section 2.02 or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.16.

     "OBLIGOR" means, at any time, the Borrower, the Guarantor and each
Subsidiary Guarantor at such time.

     "PARENT" means, with respect to any Bank, any Person controlling such Bank.

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

     "PARTICIPATING MEMBER STATES" means those members of the European Union
from time to time which adopt a single, shared currency in the Third Stage.

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

     "PERMITTED ACQUIRED DEBT" means Acquired Debt of a Person which:


                                       13
<PAGE>

     (a) remains outstanding no more than 180 days after the date such Person
becomes a Subsidiary or merges into a Subsidiary (the "ACQUISITION DATE"); OR

     (b) remains outstanding more than 180 days after the Acquisition Date, but
only if (x) 180 days after the Acquisition Date, the senior unsecured debt of
the Borrower is rated at least BBB- by S&P or Baa3 by Moody's, (y) such Acquired
Debt by its terms is not callable or redeemable prior to its stated maturity
within 180 days after the Acquisition Date and (z) such Person in good faith has
made or caused to be made an offer to acquire all such Acquired Debt, including,
without limitation, an offer to exchange such Acquired Debt for securities of
the Borrower, on terms which, in the opinion of an independent investment
banking firm of national reputation and standing, are consistent with market
practices in existence at the time for offers of a similar nature, PROVIDED that
the expiration date of any such offer shall not be later than the 180 days after
the Acquisition Date, and PROVIDED FURTHER that if Acquired Debt which becomes
Permitted Acquired Debt under this clause (b) thereafter becomes callable or
redeemable prior to its stated maturity, such Acquired Debt shall cease to be
Permitted Acquired Debt under this clause (b) 90 days after it becomes so
callable or redeemable; OR

     (c) remains outstanding more than 180 days after the Acquisition Date and
is not Permitted Acquired Debt under clause (b), but only if and to the extent
that the aggregate outstanding principal amount of Permitted Acquired Debt under
this clause (c) at no time exceeds 5% of the Consolidated Tangible Assets of the
Guarantor.

     "PERMITTED RECEIVABLES TRANSACTION" means any sale or sales of, refinancing
of and/or financing secured by, any accounts receivable of the Guarantor and/or
any of its Subsidiaries (the "RECEIVABLES") pursuant to which the Guarantor and
its Subsidiaries realize aggregate net proceeds of not more than $500,000,000 at
any one time outstanding, including, without limitation, any revolving
purchase(s) of Receivables where the maximum aggregate uncollected purchase
price (exclusive of any deferred purchase price) for such Receivables at any
time outstanding does not exceed $500,000,000.

     "PERSON" means an individual, a corporation, a partnership, a limited
liability company, 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 (ii) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (iii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which


                                       14
<PAGE>

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.

     "PRINCIPAL OBLIGOR" means the Borrower or the Guarantor.

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

     "PROPERTY" means any interest of any kind in any property or assets,
whether real, mixed or personal and whether tangible or intangible.

     "PROSPECTS" means at any time, results of future operations which are
reasonably foreseeable based upon the facts and circumstances in existence at
such time.

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

     "RATE FIXING DATE" means, with respect to any Interest Period, the day on
which quotes for deposits in the relevant currency for such Interest Period are
customarily taken in the London interbank market for delivery on the first day
of such Interest Period.

     "RATING AGENCY" means S&P or Moody's.

     "REFERENCE BANKS" means the principal London offices of The Chase Manhattan
Bank, Commerzbank AG and Morgan Guaranty Trust Company of New York.

     "REFINANCING" has the meaning set forth in Section 5.07 (and the term
"REFINANCED" has a correlative meaning).

     "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 60% of the
aggregate amount of the Commitments or, if the Commitments shall have
terminated, holding Promissory Notes evidencing more than 60% of the aggregate
unpaid Dollar Amount of the Loans.


                                       15
<PAGE>

     "RESPONSIBLE OFFICER" means any of the following: (i) the Chairman,
President, Vice President and Chief Financial Officer, Treasurer and Secretary
of the Guarantor or (ii) the Chairman, President, Vice President and Chief
Financial Officer, Treasurer or Secretary of the Borrower or a Managing Director
of the Borrower.

     "RESTRICTED PAYMENT" means (i) any dividend or other distribution on any
shares of the Guarantor's capital stock (except to the extent such dividends and
distributions are payable in shares of its capital stock or Stock Equivalents)
or (ii) any payment (except to the extent payable in shares of the Guarantor's
capital stock or Stock Equivalents) on account of the purchase, redemption,
retirement or acquisition of (a) any shares of the Guarantor's capital stock or
(b) any option, warrant or other right to acquire shares of the Guarantor's
capital stock.

     "REVOLVING CREDIT LOAN" means a loan made or to be made by a Bank pursuant
to Section 2.01(a).

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to its business of rating debt
securities.

     "SIGNIFICANT SUBSIDIARY" means, at any date, (A) any Consolidated
Subsidiary which, including its consolidated subsidiaries, meets any of the
following conditions:

          (i) the investments in and advances to such Consolidated Subsidiary by
     the Guarantor and its other Consolidated Subsidiaries exceed 15% of the
     total assets of the Guarantor and its Consolidated Subsidiaries, determined
     on a consolidated basis as of the end of the most recently completed fiscal
     year; or

          (ii) the proportionate share attributable to such Consolidated
     Subsidiary of the total assets of the Guarantor and its Consolidated
     Subsidiaries (after intercompany eliminations) exceeds 15% of the total
     assets of the Guarantor and the Consolidated Subsidiaries, determined on a
     consolidated basis as of the end of the most recently completed fiscal
     year; or

          (iii) the Guarantor's and its Consolidated Subsidiaries' equity in the
     income of such Consolidated Subsidiary from continuing operations before
     income taxes, extraordinary items and cumulative effect of a change in
     accounting principle exceeds 15% of such income of the Guarantor and its
     Consolidated Subsidiaries, determined on a consolidated basis for the most
     recently completed fiscal year; and


                                       16
<PAGE>

     (B) any other Subsidiary which is an Obligor.

     "SPOT RATE" means, for any Alternative Currency on any day, the average of
the Agent's spot buying and selling rates for the exchange of such Alternative
Currency and Dollars as of approximately 11:00 A.M. (London time) on such day.

     "STOCK EQUIVALENTS" means, with respect to any Person, options, warrants,
calls or other rights entered into or issued by such Person to acquire any
capital stock or equity securities of, or other ownership interests in, or
securities convertible into or exchangeable for, capital stock or equity
securities of, or other ownership interests in, such Person.

     "SUBSIDIARY" means, with respect 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 Guarantor.

     "SUBSIDIARY GUARANTEE" means a Guarantee entered into by a Subsidiary
substantially in the form of Exhibit J hereto.

     "SUBSIDIARY GUARANTOR" means, at any time, a Subsidiary which at or prior
to such time shall have delivered to the Agent (i) a Subsidiary Guarantee duly
executed by such Subsidiary, which Subsidiary Guarantee has not terminated in
accordance with its terms, (ii) an opinion of counsel for such Subsidiary (which
counsel may be an employee of the Guarantor or such Subsidiary) reasonably
satisfactory to the Agent with respect to such Subsidiary Guarantee,
substantially in the form of Exhibit K hereto and covering such additional
matters relating to such Subsidiary Guarantee as the Agent may reasonably
request and (iii) all documents the Agent may reasonably request relating to the
existence of such Subsidiary, the corporate authority for and the validity of
such Subsidiary Guarantee, and any other matters reasonably determined by the
Agent to be relevant thereto, all in form and substance reasonably satisfactory
to the Agent.

     "SWINGLINE AVAILABILITY PERIOD" means the period from and including the
Effective Date to and including the third Euro-Currency Business Day prior to
the Termination Date.

     "SWINGLINE BANK" means (i) each Bank designated in the Commitment Schedule
as being a Swingline Bank and (ii) any Assignee of all or part of the Commitment
of a Bank identified in clause (i) (or identified in this clause (ii)), to the
extent of such assignment.

     "SWINGLINE SUBLIMIT" means a Dollar Amount equal to $500,000,000.


                                       17
<PAGE>

     "SWINGLINE LOAN" means a loan made by a Swingline Bank pursuant to Section
2.01(c).

     "SYNDICATED LOAN" means a Revolving Credit Loan or a Term Loan; 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 Syndicated 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.

     "TERMINATION DATE" means February 9, 2001, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "TERM LOAN" means a loan made or to be made by a Bank pursuant to Section
2.01(b).

     "THIRD STAGE" means the third stage of European economic and monetary union
pursuant to the Treaty on European Union.

     "TREATY ON EUROPEAN UNION" means the Treaty of Rome of March 25, 1957, as
amended by the Single European Act 1986 and the Maastricht Treaty (which was
signed at Maastricht on February 7, 1992, and came into force on November 1,
1993), as amended from time to time.

     "TYCO US" means Tyco International (US) Inc., a Massachusetts corporation,
and its successors.

     "TYCOLUX DEBT SECURITIES" means any unsecured debt securities issued by the
Borrower pursuant to the Indenture.

     "TYPE" has the meaning specified in Section 1.03.

     "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 to 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 any Consolidated Subsidiary
all of the shares of capital stock or other ownership interests of which (except
directors' qualifying shares and investments by foreign nationals


                                       18
<PAGE>

mandated by applicable law) are at the time beneficially owned, directly or
indirectly, by the Guarantor.

     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 United
States generally accepted accounting principles as in effect from time to time,
applied on a basis consistent (except for changes concurred in by the
Guarantor's independent public accountants) with the then most recent audited
consolidated financial statements of the Guarantor and its Consolidated
Subsidiaries delivered to the Banks; PROVIDED that, if either (i) the Guarantor
notifies the Agent that the Guarantor wishes to eliminate the effect of any
change in generally accepted accounting principles on the operation of any
covenant contained in Article 5 or (ii) the Agent notifies the Guarantor that it
wishes to effect such an elimination, then the Guarantor's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either (A) such notice is
withdrawn by the party giving such notice or (B) such covenant is amended in a
manner satisfactory to the Guarantor and the Agent to reflect such change in
generally accepted accounting principles.

     SECTION 1.03. CLASSES AND TYPES OF LOANS AND BORROWINGS. The term
"BORROWING" denotes the aggregation of Loans of one or more Banks to be made to
the Borrower pursuant to Article 2 on the same date, all of which Loans are of
the same Class and Type (subject to Article 8) and, in the case of Euro-Currency
Loans, have the same initial Interest Period. Loans hereunder are distinguished
by "Class" and by "TYPE". The "CLASS" of a Loan (or of a Commitment to make such
a Loan or of a Borrowing comprised of such Loans) refers to the determination
whether such Loan is a Money Market Loan, a Swingline Loan or a Syndicated Loan
(or a Committed Loan), each of which constitutes a Class. The "TYPE" of a Loan
refers to the determination whether a Committed Loan is a Euro-Currency Loan or
a Base Rate Loan, each of which constitutes a "TYPE". Identification of a Loan
(or a Borrowing) by both Class and Type (E.G., a "Syndicated Euro-Currency
Loan") indicates that such Loan is both a Syndicated Loan and a Euro-Currency
Loan (or that such Borrowing is comprised of such Loans).

                                   ARTICLE 2
                                  THE CREDITS

     SECTION 2.01. COMMITMENTS TO LEND. (a) REVOLVING CREDIT LOANS. Each Bank
severally agrees, on the terms and conditions set forth in this Agreement, to
make loans (which may be denominated in Dollars or any Alternative Currency as
the Borrower elects pursuant to Section 2.02) to the Borrower pursuant to this


                                       19
<PAGE>

Section 2.01 from time to time prior to the Termination Date in amounts such
that (i) the aggregate Dollar Amount of Committed Loans by such Bank at any one
time outstanding shall not exceed the amount of its Commitment and (ii) the
aggregate Dollar Amount of Alternative Currency Loans shall not exceed the
Alternative Currency Sublimit. Within the foregoing limits, the Borrower may
borrow under this Section, repay or, to the extent permitted by Section 2.11,
prepay Loans and reborrow at any time prior to the Termination Date under this
Section 2.01.

     (b) TERM LOANS. Each Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make a loan (which may be denominated in Dollars or
any Alternative Currency as the Borrower elects pursuant to Section 2.02) to the
Borrower on the Termination Date in an aggregate Dollar Amount up to but not
exceeding the amount of its Commitment; PROVIDED that the aggregate Dollar
Amount of Alternative Currency Loans shall not exceed the Alternative Currency
Sublimit.

     (c) SWINGLINE LOANS. If so requested by the Borrower in the Notice of
Committed Borrowing for any Syndicated Borrowing of Alternative Currency Loans,
each Swingline Bank severally agrees, on the terms and conditions set forth in
this Agreement, to make a loan in the same Alternative Currency to the Borrower
pursuant to this subsection (c) on the third Euro-Currency Business Day prior to
the date of such Syndicated Borrowing; PROVIDED that (i) the date of such
Swingline Borrowing is during the Swingline Availability Period and (ii)
immediately after such loan is made, (A) the aggregate outstanding Dollar Amount
of such Swingline Bank's Committed Loans shall not exceed its Commitment, (B)
the aggregate outstanding Dollar Amount of all the Loans shall not exceed the
aggregate amount of the Commitments, (C) the aggregate Dollar Amount of
Alternative Currency Loans shall not exceed the Alternative Currency Sublimit
and (D) the aggregate Dollar Amount of Swingline Loans shall not exceed the
Swingline Sublimit.

     (d) PURCHASE OF PARTICIPATIONS IN SWINGLINE LOANS. If, at the maturity date
of any Swingline Loans, the Syndicated Borrowing contemplated by the related
Notice of Committed Borrowing is not made (whether because of an event described
in Section 6.01(f) or 6.01(g), because of termination of the Commitments or for
any other reason), each Bank which is not a Swingline Bank shall, on the date
such Syndicated Borrowing would have been made (the "REFUNDING DATE"), purchase
an undivided participating interest in each such Swingline Loan in an amount
equal to such Bank's Commitment Percentage of the principal amount of such
Swingline Loan. On the Refunding Date, each such Bank shall transfer to the
Agent for the account of the Swingline Banks, in immediately available funds, in
payment of the aggregate purchase price of such participations, an amount equal
to its Commitment Percentage of the aggregate outstanding principal amount of
Swingline Loans maturing on the Refunding Date.


                                       20
<PAGE>

     (e) PAYMENTS ON PARTICIPATED SWINGLINE LOANS. Whenever, at any time after
the Agent has received from any Bank for the account of the Swingline Banks such
Bank's payment pursuant to Section 2.01(d), any Swingline Bank receives (or the
Agent receives on behalf of any Swingline Bank) any payment on account of a
Swingline Loan in which such Bank has purchased a participation pursuant to
Section 2.01(d), such Swingline Bank (or the Agent, as the case may be) will
promptly distribute to such Bank its ratable share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Bank's participating interest was outstanding and
funded); PROVIDED that in the event that such payment received by a Swingline
Bank (or the Agent, as the case may be) is required to be returned, such Bank
will return to such Swingline Bank any portion thereof previously distributed to
it by such Swingline Bank.

     (f) OBLIGATIONS TO REFUND OR PURCHASE PARTICIPATIONS IN SWINGLINE LOANS
ABSOLUTE. The obligation of each Bank which is not a Swingline Bank to purchase
participating interests in Swingline Loans pursuant to Section 2.01(d) shall be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank, any Obligor or any other Person may have
against any Swingline Bank or any other Person, (ii) the occurrence or
continuance of a Default or an Event of Default or the termination or reduction
of the Commitments, (iii) any adverse change in the condition (financial or
otherwise) of any Obligor or any other Person, (iv) any breach of this Agreement
by any Obligor, any other Bank or any other Person or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

     (g) MINIMUM BORROWINGS. Each Borrowing under this Section 2.01 shall be in
an aggregate Dollar Amount of not less than $10,000,000 (except that any such
Borrowing may be in the aggregate Dollar Amount of the available Commitments of
the relevant Class) and shall be made from the several Lenders ratably in
proportion to their respective Commitments of such Class.

     SECTION 2.02. NOTICE OF COMMITTED BORROWING. The Borrower shall give the
Agent notice (a "NOTICE OF COMMITTED BORROWING") (1) at its Delaware Office not
later than 10:30 A.M. (Delaware time) on (y) the date of each Base Rate
Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar
Borrowing and (2) at its Delaware Office and its London Office not later than
10:30 A.M. (New York City time) on the fourth Euro-Currency Business Day before
each Syndicated Borrowing of Alternative Currency Loans, specifying

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

          (ii) the currency and aggregate amount (in such currency) of such
     Borrowing;


                                       21
<PAGE>

          (iii) the initial Type of Loans comprising such Borrowing;

          (iv) in the case of a Euro-Currency Borrowing, the duration of the
     initial Interest Period applicable thereto, subject to the provisions of
     the definition of Interest Period; and

          (v) if such Borrowing is a Syndicated Borrowing of Alternative
     Currency Loans, whether, in conjunction with such Borrowing, the Borrower
     wishes to make a Swingline Borrowing in the same Alternative Currency, and
     if so the aggregate amount of such Swingline Borrowing (which shall not
     exceed the aggregate amount of such Syndicated Borrowing).

     SECTION 2.03. THE 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, at any time prior to the Termination Date, to make offers to make Money
Market Loans in Dollars to the Borrower. 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 Agent by
telex or facsimile transmission a Money Market Quote Request substantially in
the form of Exhibit B hereto so as to be received at its Delaware Office no
later than 10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business
Day prior to 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 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
     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
     $10,000,000 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.


                                       22
<PAGE>


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 Agent may agree) of any other Money
Market Quote Request.

     (c) INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a Money
Market Quote Request, the Agent shall send to the Banks by telex or facsimile
transmission 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, in
its sole discretion, 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
subsection 2.03(d) and must be submitted to the Agent by telex or facsimile
transmission at its Delaware Office not later than (x) 2:00 P.M. (New York City
time) on the fourth Euro-Dollar Business Day prior to 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 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 Agent (or any affiliate of the Agent) in the capacity of
a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour prior to the deadline for the other Banks,
in the case of a LIBOR Auction or (y) 15 minutes prior to 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 be irrevocable except with the written
consent of the Agent given on the instructions of the Borrower.

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

               (A) the proposed date of Borrowing and the Interest Period
          therefor,

               (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


                                       23
<PAGE>


          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 1/10,000th of 1%) to be added to or
          subtracted from the applicable London Interbank Offered Rate,

               (D) in the case of an Absolute Rate Auction, the rate of interest
          per annum (specified to the nearest 1/10,000th 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
          2.03(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 2.03(d)(i).

     (e) NOTICE TO BORROWER. The Agent shall promptly notify the Borrower of the
terms (x) of any Money Market Quote submitted by a Bank that is in accordance
with subsection 2.03(d) and (y) of 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 Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall specify
(A) the aggregate principal amount of Money Market


                                       24
<PAGE>

Loans for which offers have been received for 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 prior to 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 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 Agent at its
Delaware Office of its acceptance or non-acceptance of the offers so notified to
it pursuant to subsection 2.03(e) (and the failure of the Borrower to give such
notice by such time shall constitute non-acceptance) and the Agent shall
promptly notify each affected Bank. 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, but
shall not be obligated to, 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
     $10,000,000 or a larger multiple of $1,000,000,

          (iii) acceptance of offers may only be made on the basis of ascending
     order of Money Market Margins or Money Market Absolute Rates, as the case
     may be, in each case beginning with the lowest rate so offered, and

          (iv) the Borrower may not accept any offer where the Agent has advised
     the Borrower that such offer is described in subsection 2.03(d)(iii) or
     that otherwise fails to comply with the requirements of this Agreement.

     (g) ALLOCATION BY 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 Agent among such Banks as nearly as possible (in multiples of
$1,000,000, as the Agent may deem appropriate) in proportion to the aggregate


                                       25
<PAGE>

principal amounts of such offers. Determinations by the Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

     SECTION 2.04. NOTICE TO BANKS; FUNDS OF LOANS.

     (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify
each Bank of the contents thereof and of such Bank's share (if any) of such
Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.

     (b) On the date of each Borrowing, each Bank having a Commitment of the
relevant Class shall make available its ratable share of such Borrowing:

          (A) if such Borrowing is to be made in Dollars, not later than 2:00
     P.M. (New York City time), in Federal or other funds immediately available
     in New York City, to the Agent at its office specified in or pursuant to
     Section 9.01; or

          (B) if such Borrowing is to be made in an Alternative Currency, in
     such Alternative Currency (in such funds as may then be customary for the
     settlement of international transactions in such Alternative Currency) to
     the account of the Agent at such time and place as shall have been notified
     by the Agent to the Borrower and the Banks.

Unless the Agent determines that any applicable condition specified in Article 3
has not been satisfied or waived in accordance with Section 9.05, the Agent will
make the funds so received from the Banks available to the Borrower no later
than 3:00 P.M. (New York City time) on such date, in Federal or other funds
immediately available in New York City, as directed by the Borrower; PROVIDED
that if a Swingline Borrowing shall have been made in conjunction with such
Borrowing, the Agent will apply the proceeds of such Borrowing directly to such
Swingline Borrowing to the extent necessary to repay such Swingline Borrowing in
full, together with accrued interest thereon.

     (c) If any Bank makes (i) a Term Loan hereunder on any day on which the
Borrower is to repay an outstanding Revolving Credit Loan in the same currency
from such Bank or (ii) a Syndicated Loan hereunder on any day on which the
Borrower is to repay an outstanding Swingline Loan in the same currency from
such Bank, such Bank shall apply the proceeds of its new Loan to make such
repayment and only an amount equal to the difference (if any) between the amount
being borrowed and the amount being repaid shall be made available by such Bank
to the Agent as provided in subsection 2.04(b), or remitted by the Borrower to
the Agent as provided in Section 2.12, as the case may be.

     (d) Unless the Agent shall have received at its Delaware Office notice from
a Bank prior to the date of any Borrowing that such Bank will not make


                                       26
<PAGE>

available to the Agent such Bank's share of such Borrowing, the Agent may assume
that such Bank has made such share available to the Agent on the date of such
Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and
the Agent may, in reliance upon such assumption, make available to the Borrower
on such date a corresponding amount. If and to the extent that such Bank shall
not have so made such share available to the Agent, such Bank and, if such Bank
shall not have paid such amount to the Agent within two Domestic Business Days
of the Agent's demand therefor, the Borrower severally agree to repay to the
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 Agent, at the Federal Funds
Rate (if such Borrowing is in Dollars) or the applicable London Interbank
Offered Rate (if such Borrowing is in an Alternative Currency). If such Bank
shall repay to the Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

     (e) The failure of any Bank to make any Loan to be made by it on the date
specified therefor shall not relieve any other Bank of any obligation to make a
Loan on such date.

     SECTION 2.05. PROMISSORY NOTES. (a) The Loans of each Bank shall be
evidenced by a single Promissory Note payable to the order of such Bank for the
account of its Applicable Lending Office in an amount equal to the aggregate
unpaid principal amount of such Bank's Loans.

     (b) Each Bank may, by notice to the Borrower and the Agent, request that
its Loans of a particular Type, currency or Class be evidenced by a separate
Promissory Note in an amount equal to the aggregate unpaid principal amount of
such Loans. Each such Promissory Note shall be in substantially the form of
Exhibit A hereto with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant Type, currency or Class. Each reference
in this Agreement to the "Promissory Note" of such Bank shall be deemed to refer
to and include any or all of such Promissory Notes, as the context may require.

     (c) Upon receipt of each Bank's Promissory Note pursuant to Section
3.01(b), the Agent shall forward such Promissory Note to such Bank. Each Bank
shall record the date, amount, Class, Type and maturity 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 Promissory 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 the failure of any Bank to
make any such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or under the Promissory Notes. Each Bank is hereby
irrevocably authorized by the Borrower so to endorse its Promissory Note and to
attach to and make a part of its Promissory Note a continuation of any such
schedule as and when required.


                                       27
<PAGE>

     SECTION 2.06. MATURITY OF LOANS. (a) Each Revolving Credit Loan shall
mature, and the principal amount thereof shall be due and payable (together with
interest accrued thereon), on the Termination Date.

     (b) Each Term Loan shall mature, and the principal amount thereof shall be
due and payable, together with accrued interest thereon, on the Final Maturity
Date.

     (c) 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.

     (d) Each Swingline Loan shall mature, and the principal amount thereof
shall be due and payable (together with interest accrued thereon), on the third
Euro-Currency Business Day following the date of borrowing thereof.

     SECTION 2.07. 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 each such day. Such interest shall be payable at maturity, quarterly in
arrears on each Quarterly Payment Date prior to maturity and, with respect to
the principal amount of any Base Rate Loan converted to a Euro-Dollar Loan, on
the date such amount is so converted. Any overdue principal of or interest on
any Base Rate Loan shall bear interest, payable on demand, for each day from and
including the date payment thereof was due to but excluding the date of actual
payment, at a rate per annum equal to the sum of 2% plus the rate otherwise
applicable to Base Rate Loans for each such day.

     (b) Each Euro-Currency Loan (including each Swingline 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-Currency Margin for each such day plus the applicable London Interbank
Offered Rate for such Interest Period (which, in the case of a Swingline Loan,
is three Euro-Currency Business Days). 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 1/16 of 1%) of the
respective rates per annum at which deposits in dollars are offered to each of
the Reference Banks in the London interbank market at approximately 11:00 A.M.
(London time) (x) in the case of Syndicated Loans, two Euro-Currency Business
Days before the first day of such Interest Period and (y) in the case of
Swingline Loans, the first day of such Interest Period, in each case in an
amount approximately equal to the principal amount of the Euro-Currency Loan of
such


                                       28
<PAGE>

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-Currency Loan shall
bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate
per annum equal to the sum of 2% plus the higher of (i) the sum of the
Euro-Currency Margin for such day plus the London Interbank Offered Rate
applicable to such Loan on the day before such payment was due and (ii) the
Euro-Currency 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 1/16 of 1%) of the respective rates per
annum at which one day (or, if such amount due remains unpaid more than three
Euro-Currency Business Days, then for such other period of time not longer than
six months as the Agent may select) deposits in dollars in an amount
approximately equal to such overdue payment due to each of the Reference Banks
are offered to such Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the
Euro-Currency Reserve Percentage (or, if the circumstances described in
subsection (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to
the sum of 2% plus the rate applicable to Base Rate Loans for such day).

     (d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for each day during 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 2.07(b) as if the related Money Market LIBOR Borrowing were a
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for each day during the Interest Period applicable thereto, at a rate
per annum equal to the Money Market Absolute Rate quoted by the Bank making such
Loan in accordance with Section 2.03. 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 from and including the date payment thereof was
due to but excluding the date of actual payment, at a rate per annum equal to
the sum of 2% plus the Base Rate for each such day.

     (e) The Agent shall determine each interest rate applicable to the Loans
hereunder. The Agent shall give prompt notice to 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 Agent as contemplated by this Section. If any Reference Bank


                                       29
<PAGE>

does not furnish a timely quotation, the 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 2.08. FACILITY FEE. (a) The Borrower shall pay to the Agent for the
account of the Banks ratably a facility fee in Dollars at the Facility Fee Rate.
Such facility fee shall accrue (i) from and including the date hereof to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused) and (ii) from and including the Termination Date (or
earlier date of termination of the Commitments in their entirety) to but
excluding the date the Loans shall be repaid in their entirety, on the daily
aggregate outstanding Dollar Amount of the Loans.

     (b) Accrued fees under this Section shall be payable quarterly in arrears
on each Quarterly Payment Date and upon the date of termination of the
Commitments in their entirety (and, if later, the date the Loans shall be repaid
in their entirety).

     SECTION 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS. The
Borrower may, upon at least three Domestic Business Days' notice to the Agent at
its Delaware Office, (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 $10,000,000 or any larger multiple thereof, the aggregate
amount of the Commitments in excess of the aggregate outstanding Dollar Amount
of the Loans. Promptly after receiving a notice pursuant to this Section, the
Agent shall notify each Bank of the contents thereof.

     SECTION 2.10. MANDATORY TERMINATION OF COMMITMENTS. The Commitments shall
terminate on the Termination Date, and any Revolving Credit Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

     SECTION 2.11. OPTIONAL PREPAYMENTS. (a) Subject in the case of
Euro-Currency Loans to Section 2.13, the Borrower may upon notice to the Agent
(i) at its Delaware Office not later than 10:30 A.M. (Delaware time) on the
Domestic Business Day preceding the date of prepayment of any Group of Base Rate
Loans (or any Money Market Borrowing bearing interest at the Base Rate pursuant
to Section 8.01) or the third Euro-Dollar Business Day before the date of
prepayment of any Group of Euro-Dollar Loans, prepay any such Group (or
Borrowing) or (ii) at its London Office not later than 11:00 A.M. (London time)
on the third Euro-Currency Business Day before the date of prepayment, prepay
any Group of Alternative Currency Loans, in each case in whole at any time, or
from time to time in part in Dollar Amounts aggregating not less than
$10,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to but not including the date of prepayment. Each such optional


                                       30
<PAGE>


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 2.11(a), the Borrower may not prepay all
or any portion of the principal amount of any Money Market Loan prior to the
maturity thereof.

     (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Agent shall promptly notify each Bank of the contents thereof and of such Bank's
ratable share (if any) of such prepayment and once notice is so given to the
Banks, the Borrower's notice of prepayment shall not thereafter be revocable by
the Borrower.

     SECTION 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Obligors shall
make each payment of principal of, and interest on, the Dollar-Denominated Loans
and of fees hereunder not later than 2:00 P.M. (New York City time) on the date
when due, in Federal or other funds immediately available in New York City, to
the Agent at its address in New York City specified in or pursuant to. The
Obligors shall make each payment of principal of, and interest on, the
Alternative Currency Loans in the relevant Alternative Currency in such funds as
may then be customary for the settlement of international transactions in such
Alternative Currency, to such account and at such time and at such place as
shall have been notified by the Agent to the Borrower and the Banks. The Agent
will promptly distribute to each Bank its ratable share of each such payment
received by the Agent for the respective accounts of the Banks. Whenever any
payment of principal of, or interest on, the Domestic Loans or 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-Currency Loans shall be due on
a day which is not a Euro-Currency Business Day, the date for payment thereof
shall be extended to the next succeeding Euro-Currency Business Day unless such
Euro-Currency Business Day falls in another calendar month, in which case the
date for payment thereof shall be the next preceding Euro-Currency 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 Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Banks hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon 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
Agent forthwith on demand such amount distributed to such Bank together with


                                       31
<PAGE>

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 Agent, at (i) the
Federal Funds Rate (if such amount was distributed in Dollars) or (ii) the rate
per annum at which one-day deposits in the relevant currency are offered to the
Agent in the London interbank market for such day (if such amount was
distributed in an Alternative Currency).

     (c) Each payment by the Agent in Euro will be made in Euro Units rather
than National Currency Units, unless the Agent notifies the recipient otherwise.

     (d) The foregoing provisions do not affect the rights of any party under
the EMU Legislation or other applicable law to make Euro payments in a National
Currency Unit or to receive Euro payments credited to its account in a National
Currency Unit.

     SECTION 2.13. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan or any Euro-Dollar Loan is
converted to a Base Rate Loan (pursuant to Article 2, 6 or 8 (other than 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
2.07(d), or if the Borrower fails to borrow, prepay, convert or continue any
Fixed Rate Loans after notice has been given to any Bank in accordance with
Section 2.04(a), 2.11(c) or 2.16 (other than as a result of default by such
Bank), the Borrower shall reimburse each Bank within 15 days after written
demand for any resulting loss or expense reasonably incurred by it (or by an
existing or prospective Participant in the related Loan) in obtaining,
liquidating or employing deposits or other funds 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 specifying in reasonable detail the
calculation of, and the reasons for, the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

     SECTION 2.14. 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); PROVIDED that
if the Agent reasonably determines that a different basis of computation is the
market convention for a particular Alternative Currency, such different basis
shall be used.

     SECTION 2.15. REGULATION D COMPENSATION. Each Bank may require the Borrower
to pay, contemporaneously with each payment of interest on the Euro-Currency
Loans, additional interest on the related Euro-Currency Loan of such Bank at a
rate per annum determined by such Bank up to but not exceeding the

                                       32
<PAGE>

excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one MINUS the Euro-Currency 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 Agent, in which case such
additional interest on the Euro-Currency 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-Currency Business Days after the giving of
such notice, and (y) shall notify the Borrower at least five Euro-Currency
Business Days prior to each date on which interest is payable on the
Euro-Currency Loans of the amount then due it under this Section.

     SECTION 2.16. METHOD OF ELECTING INTEREST RATES. (a) The Dollar-Denominated
Loans included in each Syndicated Borrowing shall initially be of the Type
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 each such Group of Loans (subject to subsection 2.16(d) of this Section
and 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;
     and

          (ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
     convert such Loans to Base Rate Loans or elect to continue such Loans as
     Euro-Dollar Loans for an additional Interest Period, subject to Section
     2.13 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 Agent at its Delaware Office 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 $10,000,000 (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;


                                       33
<PAGE>

          (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
     subsection 2.16(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 subsection (a) above, the 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 Syndicated
Loans to, or continue any Syndicated Loans for an additional Interest Period as,
Euro-Dollar Loans if (i) the aggregate Dollar Amount of any Group of Euro-Dollar
Loans created or continued as a result of such election would be less than
$10,000,000 or (ii) a Default shall have occurred and be continuing when the
Borrower delivers notice of such election to the Agent.

     (e) The initial Interest Period for each Syndicated Borrowing of
Alternative Currency Loans shall be specified by the Borrower in the applicable
Notice of Committed Borrowing. The Borrower may specify the duration of each
subsequent Interest Period applicable to such Group of Loans by delivering to
the Agent at its London Office not later than 11:00 A.M. (London time) on the
third Euro-Currency Business Day before the end of the immediately preceding
Interest Period, a notice specifying the Group of Loans to which such notice
applies and the duration of such subsequent Interest Period (which shall comply
with the provisions of the definition of Interest Period). Such notice 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 Dollar Amounts of the portion
to which such notice applies, and the remaining portion to which it does not
apply, are each at least $10,000,000. If no such notice is timely received by
the Agent before the end of any applicable Interest Period, the Borrower shall
be deemed to have elected that the subsequent Interest Period for such Group of
Loans shall have a duration of one month (subject to the provisions of the
definition of Interest Period).


                                       34
<PAGE>

     SECTION 2.17. OPTIONAL INCREASE IN COMMITMENTS. At any time, if no Default
shall have occurred and be continuing, the Borrower may, if it so elects,
increase the aggregate amount of the Commitments, either by designating a
financial institution not theretofore a Bank to become a Bank (such designation
to be effective only with the prior written consent of the Agent, which consent
will not be unreasonably withheld) or by agreeing with an existing Bank that
such Bank's Commitment shall be increased. Upon execution and delivery by the
Borrower and such Bank or other financial institution of an instrument in form
reasonably satisfactory to the Agent, such existing Bank shall have a Commitment
as therein set forth or such other financial institution shall become a Bank
with a Commitment as therein set forth and all the rights and obligations of a
Bank with such a Commitment hereunder; PROVIDED:

     (a) that the Borrower shall provide prompt notice of such increase to the
Agent, who shall promptly notify the Banks;

     (b) that no Commitment of any Bank exceeds, as a result of such increase,
10% of the aggregate amount of the Commitments; and

     (c) that the amount of such increase, together with all other increases in
the aggregate amount of the Commitments pursuant to this Section 2.17 since the
date of this Agreement, does not exceed $500,000,000.

     Upon any increase in the aggregate amount of the Commitments pursuant to
this Section 2.17, 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-Currency Loans
then outstanding, the Borrower 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 Syndicated Loans from the Banks in
proportion to their respective Commitments after giving effect to such increase,
until such time as all outstanding Syndicated Loans are held by the Banks in
such proportion.

     SECTION 2.18. DETERMINING DOLLAR AMOUNTS OF ALTERNATIVE CURRENCY LOANS;
RELATED MANDATORY PREPAYMENTS. (a) The Agent shall determine the Dollar Amount
of each Alternative Currency Loan promptly after it receives the related Notice
of Committed Borrowing based on the Spot Rate on the third Euro-Currency
Business Day before the date of Syndicated Borrowing specified in such notice.
Thereafter, the Agent shall redetermine the Dollar Amount of each Syndicated
Alternative Currency Loan on the third Euro-Currency Business Day before the
first day of each Interest Period (after the first Interest Period) applicable
thereto and, if any Interest Period applicable thereto exceeds three months, the
days falling at three-month intervals after the first day thereof, based in each
case on the Spot Rate on such Euro-Currency Business Day. The Agent shall
promptly notify the Borrower and the Banks of each Dollar Amount so


                                       35
<PAGE>

determined, and its determination thereof shall be conclusive in the absence of
manifest error.

     (b) If, after giving effect to any redetermination of a Dollar Amount
pursuant to Section 2.18(a), the aggregate Dollar Amount of all outstanding
Loans exceeds the aggregate amount of the Commitments, or the aggregate Dollar
Amount of all outstanding Alternative Currency Loans exceeds 105% of the
Alternative Currency Sublimit, the Agent shall notify the Borrower and the Banks
that the Borrower is required to cause one or more Loans to be prepaid pursuant
to this subsection. Within five Euro-Currency Business Days after receiving such
notice, the Borrower shall prepay Loans (in accordance with the procedure for
prepaying Loans set forth in Section 2.11) to the extent required to eliminate
any such excess.

     SECTION 2.19. ADDITIONAL RESERVE COSTS. (a) If and so long as any Bank is
required to make special deposits with the Bank of England, to maintain reserve
asset ratios or to pay fees, in each case in respect of such Bank's
Euro-Currency Loans in any Alternative Currency, such Bank may require the
Borrower to pay, contemporaneously with each payment of interest on each of such
Loans, additional interest on such Loan at a rate per annum equal to the
Mandatory Costs Rate calculated in accordance with the formula and in the manner
set forth in Exhibit L hereto.

     (b) If and so long as any Bank is required to comply with reserve assets,
liquidity, cash margin or other requirements of any monetary or other authority
(including any such requirement imposed by the European Central Bank or the
European System of Central Banks, but excluding requirements reflected in an
applicable Euro-Currency Reserve Percentage or Mandatory Costs Rate) in respect
of any of such Bank's Euro-Currency Loans in any Alternative Currency, such Bank
may require the Borrower to pay, contemporaneously with each payment of interest
on each of such Bank's Euro-Currency Loans subject to such requirements,
additional interest on such Loan at a rate per annum specified by such Bank to
be the cost to such Bank of complying with such requirements in relation to such
Loan.

     (c) Any additional interest owed pursuant to subsection (a) or (b) above
shall be determined by the relevant Bank, which determination shall be
conclusive in the absence of manifest error, and notified to the Borrower (with
a copy to the Agent) at least five Euro-Currency Business Days before each date
on which interest is payable for the relevant Loan, and such additional interest
so notified to the Borrower by such Bank shall be payable to the Agent for the
account of such Bank on each date on which interest is payable for such Loan.

     SECTION 2.20. CHANGES IN MARKET PRACTICE FOLLOWING EMU. Market practice
relating to the inter-bank deposit market, the method and timing of rate fixing
and the calculation of interest may change in the Third Stage. As a result, it
may differ from the method of rate fixing and the calculation of interest


                                       36
<PAGE>

prescribed under the terms of this Agreement and may also change in relation to
borrowings in any currency substituted by the Euro after the date of this
Agreement. In this event, the Agent may, with the written consent of the
Borrower (which shall not be unreasonably withheld), notify the Banks of
modifications to this Agreement which are required or reasonably desirable to
reflect and conform to these changes. Such modifications may provide for the use
of London interbank market offered rates or interbank market offered rates from
a wider European market (or, in either case, screen rates reflecting these
offered rates). They may also change, among other things, the rate-fixing time
or date, the definition of "Euro-Currency Business Day" and the provisions of .
The modifications set out in the Agent's notice will take effect on the later of
the date specified in such notice, the date 10 Euro-Currency Business Days after
the date of such notice and (in the case of such changes being made due to a
country becoming a Participating Member State after the date of this Agreement)
the date on which such participation commences. The modifications will not apply
to interest which is computed for any Interest Period starting before the date
the modifications take effect. This Section may, in appropriate circumstances,
be invoked more than once.

                                   ARTICLE 3
                                   CONDITIONS

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

     (a) receipt by the Agent of 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, receipt by the Agent in form satisfactory to it of
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party);

     (b) receipt by the Agent of a duly executed Promissory Note for the account
of each Bank dated on or before the Effective Date complying with the provisions
of Section 2.05;

     (c) receipt by the Agent of an opinion of each of (i) Mark A. Belnick,
Executive Vice President and Chief Corporate Counsel of the Guarantor,
substantially in the form of Exhibit E hereto, (ii) Beghin & Feider in
association with Allen & Overy, special Luxembourg counsel for the Borrower,
substantially in the form of Exhibit F hereto and (iii) Appleby, Spurling &
Kempe, special Bermuda counsel for the Guarantor, substantially in the form of
Exhibit G hereto;

     (d) receipt by the Agent of an opinion of Davis Polk & Wardwell, special
counsel for the Agent, substantially in the form of Exhibit H hereto and


                                       37
<PAGE>

covering such additional matters relating to the transactions contemplated
hereby as the Required Banks may reasonably request;

     (e) receipt by the Agent of all documents the Agent may reasonably request
relating to the existence of the Borrower and the Guarantor, the corporate
authority for and the validity of this Agreement and the Promissory Notes, and
any other matters reasonably determined by the Agent to be relevant hereto, all
in form and substance reasonably satisfactory to the Agent;

     (f) receipt by the Agent of evidence satisfactory to it that all principal
of any loans outstanding under, and all accrued interest and fees under, the
Existing 364-Day Agreement shall have been paid in full; and

     (g) receipt by the Agent of payment of participation fees for the account
of the Banks in the respective amounts heretofore mutually agreed;

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
February 11, 2000. The Agent shall promptly notify the Borrower, each Bank and
each other party to the Existing 364-Day Agreement of the Effective Date, and
such notice shall be conclusive and binding on all parties to the Financing
Documents.

     SECTION 3.02. EXISTING 364-DAY AGREEMENT. (a) On the Effective Date, the
commitments under the Existing 364-Day Agreement shall terminate, without
further action by any party thereto.

     (b) The Banks which are parties to the Existing 364-Day Agreement,
comprising the "Required Banks" as defined therein, hereby waive any requirement
of notice of termination of the commitments pursuant to Section 2.09 of the
Existing 364-Day Agreement and of prepayment of Loans to the extent necessary to
give effect to the subsections 3.01(f) and 3.02(a), PROVIDED that any such
prepayment of Loans shall be subject to Section 2.13 of the Existing 364-Day
Agreement.

     SECTION 3.03. BORROWINGS. The obligation of any Bank to make a Loan on the
occasion of any Borrowing is subject to the satisfaction (or waiver in
accordance with Section 9.05) of the following conditions:

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

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


                                       38
<PAGE>

     (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 each Obligor
contained in the Financing Documents (except the representations and warranties
set forth in Section 4.04(a), which are made only as of the date hereof) shall
be true in all material respects on and as of the date of such Borrowing.

     PROVIDED that the foregoing clauses 3.03(c) and 3.03(d) shall not apply to
a Euro-Currency Borrowing if and to the extent that the proceeds thereof are to
be applied to repay an outstanding Swingline 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 subsections (b), (c) and (d) of
this Section.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     Each Principal Obligor represents and warrants to the Agent and the Banks
that:

     SECTION 4.01. CORPORATE EXISTENCE AND POWER. Each Principal Obligor is a
company duly organized and validly existing under the laws of its jurisdiction
of organization. Each Principal Obligor has all corporate powers and all
governmental licenses, authorizations, consents and approvals (collectively, the
"Consents") required to carry on its business as now conducted, other than those
powers and Consents, the failure of which to be possessed or obtained could not,
based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect.

     SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.
The execution, delivery and performance by each Principal Obligor of this
Agreement and the Promissory Notes: (a) are within its corporate powers; (b)
have been duly authorized by all necessary corporate action on its part; (c)
require no action by or in respect of, or filing with, any governmental body,
agency or official, in each case, on its part; and (d) do not contravene, or
constitute a default under, any provision of (i) applicable law or regulation,
(ii) its organizational documents, or (iii) any agreement or instrument
evidencing or governing debt of such Principal Obligor or any other material
agreement, judgment, injunction, order, decree or other instrument binding upon
such Principal Obligor.

     SECTION 4.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of such Principal Obligor and the Promissory Notes, when


                                       39
<PAGE>

executed and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower.

     SECTION 4.04. FINANCIAL INFORMATION.

     (a) The consolidated balance sheet of the Guarantor and its Consolidated
Subsidiaries as of September 30, 1999 and the related consolidated statements of
income, of shareholders' equity and of cash flows for the fiscal year then
ended, reported on by PriceWaterhouseCoopers LLP and set forth in the
Guarantor's 1999 Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Guarantor and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such period.

     (b) Since September 30, 1999 there has been no material adverse change in
the business, financial position, results of operations or Prospects of the
Guarantor and its Consolidated Subsidiaries, considered as a whole.

     SECTION 4.05. LITIGATION. There is no action, suit or proceeding pending
against, or to the knowledge of the Guarantor threatened against or affecting,
the Guarantor or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official in which there is a reasonable possibility
of an adverse decision which could, based upon the facts and circumstances in
existence at the time this representation and warranty is made or deemed made,
reasonably be expected to have a Material Adverse Effect or which in any manner
draws into question the validity of the Financing Documents.

     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, except
where the failure to so comply could not, based upon the facts and circumstances
in existence at the time this representation and warranty is made or deemed
made, reasonably be expected to have a Material Adverse Effect, 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 required contribution or payment to
any Plan or Multiemployer Plan, or made any amendment to any Plan, which has
resulted in or could, based upon the facts and circumstances in existence at the
time this representation and warranty is made or deemed made, reasonably be
expected to 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
liability under Title IV of ERISA (other than a liability to the PBGC for
premiums under Section 4007 of ERISA), which could, based upon the facts and
circumstances existing at the time this representation and warranty is made or
deemed made, reasonably be expected to have a Material Adverse Effect.


                                       40
<PAGE>

     SECTION 4.07. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Guarantor conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Guarantor
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 Guarantor has reasonably concluded that such
associated liabilities and costs, including the costs of compliance with
Environmental Laws, could not, based upon the facts and circumstances existing
at the time this representation and warranty is made or deemed made, reasonably
be expected to have a Material Adverse Effect.

     SECTION 4.08. TAXES. The Guarantor and its Significant Subsidiaries have
filed all material tax returns which are required to be filed by them and have
paid all taxes shown on such returns or pursuant to any assessment received by
the Guarantor or any Subsidiary, except those assessments which are being
contested in good faith by appropriate proceedings. The charges, accruals and
reserves on the books of the Guarantor and its Subsidiaries in respect of taxes
or other governmental charges are, in the opinion of the Guarantor, adequate.

     SECTION 4.09. SUBSIDIARIES. Each of the Guarantor's Consolidated
Subsidiaries is duly organized, validly existing and (to the extent such concept
is applicable to it) in good standing under the laws of its jurisdiction of
organization, except where the failure to be so organized, existing or in good
standing could not, based upon the facts and circumstances existing at the time
this representation and warranty is made or deemed made, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has all legal powers and
all Consents required to carry on its business as now conducted, other than
those powers and Consents, the failure of which to be possessed or obtained
could not, based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect.

     SECTION 4.10. NOT AN INVESTMENT COMPANY. Neither Principal Obligor is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

     SECTION 4.11. FULL DISCLOSURE. All information heretofore furnished by or
on behalf of the Obligors to the Agent in connection with this Agreement does
not


                                       41
<PAGE>

contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading.

     SECTION 4.12. OBLIGATIONS TO BE PARI PASSU. The obligations of each
Principal Obligor under this Agreement rank PARI PASSU as to priority of payment
and in all other respects with all other unsecured and unsubordinated
obligations of such Principal Obligor.

                                   ARTICLE 5
                                    COVENANT

     The Guarantor agrees that, so long as any Bank has any Commitment hereunder
or any amount payable under any Promissory Note remains unpaid:

     SECTION 5.01. INFORMATION. The Guarantor 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 Guarantor, consolidated and consolidating balance sheets
of the Guarantor and its Consolidated Subsidiaries as of the end of such fiscal
year and the related consolidated and consolidating statements of income, of
shareholders' equity and of cash flows for such fiscal year, setting forth, in
each case in comparative form, the figures for the previous fiscal year, such
consolidated statements to be reported on by PriceWaterhouseCoopers LLP or other
independent public accountants of internationally recognized standing in a
manner complying with the applicable rules and regulations promulgated by the
Securities and Exchange Commission;

     (b) as soon as available and in any event within 60 days after the end of
each of the first three quarters of each fiscal year of the Guarantor,
consolidated and consolidating balance sheets of the Guarantor and its
Consolidated Subsidiaries as of the end of such quarter, the related
consolidated statements of income for such quarter, and the related consolidated
statements of income and of cash flows and consolidating statements of income
for the portion of the Guarantor's fiscal year ended at the end of such quarter,
setting forth in the case of such statements of income and of cash flows in
comparative form the figures for the corresponding quarter (in the case of
consolidated statements of income) and for the corresponding portion of the
Guarantor's previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally accepted accounting
principles and consistency on behalf of the Guarantor by the chief financial
officer, the chief accounting officer or the treasurer of the Guarantor;

     (c) simultaneously with the delivery of each set of financial statements
referred to in subsections (a) and (b) above, a certificate on behalf of the


                                       42
<PAGE>

Guarantor signed by the chief financial officer, the chief accounting officer or
the treasurer of the Guarantor (i) setting forth in reasonable detail the
calculations required to establish whether the Guarantor was in compliance with
the requirements of Sections 5.08, 5.09, 5.10 and 5.13 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, in reasonable
detail, the nature thereof and the action which the Guarantor is taking or
proposes to take with respect thereto;

     (d) simultaneously with the delivery of each set of financial statements
referred to in subsection (a) above, a statement of the firm of independent
public accountants which reported on such financial statements stating that, in
making the audit necessary for the certification of such financial statements,
such firm of accountants has obtained no knowledge of any Default, or if it has
obtained knowledge of such Default, specifying the nature and period of
existence thereof; PROVIDED such firm of accountants shall not be liable to any
Person by reason of such firm's failure to obtain knowledge of any Default which
would not be disclosed in the course of an audit conducted in accordance with
generally accepted accounting principles;

     (e) within five business days after any Responsible Officer obtains
knowledge of any Default, if such Default is then continuing, a certificate on
behalf of the Guarantor signed by the chief financial officer, the chief
accounting officer or the treasurer of the Guarantor setting forth, in
reasonable detail, the nature thereof and the action which the Guarantor is
taking or proposes to take with respect thereto;

     (f) promptly following the mailing thereof to the shareholders of the
Guarantor generally, copies of all financial statements, reports and proxy
statements so mailed;

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

     (h) promptly upon any Responsible Officer obtaining knowledge of the
commencement of any action, suit or proceeding before any court, arbitrator or
other governmental body against the Guarantor or any of its Subsidiaries that,
if adversely determined, could reasonably be expected to have a Material Adverse
Effect, a certificate on behalf of the Guarantor specifying the nature of such
action, suit or proceeding and what action the Guarantor is taking or proposes
to take with respect thereto;

     (i) promptly following, and in any event within 10 days of, any change in a
Debt Rating by any Rating Agency, notice thereof; and


                                       43
<PAGE>

     (j) from time to time, upon reasonable notice, such additional information
regarding the financial position or business of the Guarantor and its
Subsidiaries as the Agent, at the request of any Bank, may reasonably request.

     Information required to be delivered pursuant to subsections (a), (b), (f)
or (g) above shall be deemed to have been delivered on the date on which the
Guarantor provides notice to the Banks that such information has been posted on
the Guarantor'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
subsection 5.01(c) and (ii) the Guarantor shall deliver paper copies of the
information referred to in subsections (a), (b), (f) or (g) to any Bank which
requests such delivery.

     SECTION 5.02. PAYMENT OF OBLIGATIONS. The Guarantor will pay and discharge,
and will cause each Subsidiary to pay and discharge, at or before maturity, all
their respective material obligations and liabilities, including, without
limitation, tax liabilities, except where (i) any such failure to so pay or
discharge could not, based upon the facts and circumstances in existence at the
time, reasonably be expected to have a Material Adverse Effect or (ii) such
liabilities or obligations may be contested in good faith by appropriate
proceedings. The Guarantor will maintain, and will cause each Subsidiary to
maintain, in accordance with generally accepted accounting principles,
appropriate reserves for the accrual of any of such liabilities or obligations.

     SECTION 5.03. MAINTENANCE OF PROPERTY; INSURANCE. (a) Except as permitted
by Section 5.04 or 5.09, the Guarantor will keep, and will cause each Subsidiary
to keep, all property necessary in its business in good working order and
condition, ordinary wear and tear excepted, unless the failure to so keep could
not, based upon the facts and circumstances existing at the time, reasonably be
expected to have a Material Adverse Effect.

     (b) The Guarantor will maintain, and will cause each Subsidiary to
maintain, with financially sound and reputable insurers, insurance with respect
to its assets and business against such casualties and contingencies, of such
types (including, without limitation, loss or damage, product liability,
business interruption, larceny, embezzlement or other criminal misappropriation)
and in such amounts as is customary in the case of similarly situated
corporations of established reputations engaged in the same or a similar
business, unless the failure to maintain such insurance could not, based upon
the facts and circumstances existing at the time, reasonably be expected to have
a Material Adverse Effect.

     SECTION 5.04. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Guarantor (a) will not engage in any business other than the holding of stock
and other investments in its Subsidiaries and activities reasonably related
thereto, (b)


                                       44
<PAGE>

will cause each Subsidiary to engage in business of the same general type as now
conducted by the Guarantor's Subsidiaries and reasonably related extensions
thereof, and (c) will preserve, renew and keep in full force and effect, and
will cause each Subsidiary to preserve, renew and keep in full force and effect
(x) their respective legal existence and (y) their respective rights, privileges
and franchises necessary or desirable in the normal conduct of business, unless
in the case of either the failure of the Guarantor to comply with subclause (c)
(y) of this Section 5.04 or the failure of a Subsidiary to comply with clause
(b) or (c) of this Section 5.04, such failure could not, based upon the facts
and circumstances existing at the time, reasonably be expected to have a
Material Adverse Effect; PROVIDED that nothing in this Section 5.04 shall
prohibit (i) the merger or consolidation of a Subsidiary (other than the
Borrower) with or into the Guarantor or a Wholly-Owned Consolidated Subsidiary,
(ii) the sale, lease, transfer, assignment or other disposition by a Subsidiary
(other than the Borrower) of all or any part of its assets to the Guarantor or
to a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of
a Subsidiary (other than the Borrower) with or into a Person other than the
Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person surviving
such consolidation or merger is a Subsidiary and immediately after giving effect
thereto, no Default shall have occurred and be continuing, (iv) the sale, lease,
transfer, assignment or other disposition by a Subsidiary (other than the
Borrower) of all or any part of its assets to a Person other than the Guarantor
or a Wholly-Owned Consolidated Subsidiary, if the Person to which such sale,
lease, transfer, assignment or other disposition is made is a Subsidiary and
immediately after giving effect thereto, no Guarantor Default shall have
occurred and be continuing, (v) any transaction permitted pursuant to Section
5.11 or (vi) the termination of the legal existence of any Subsidiary (other
than the Borrower) if the Guarantor in good faith determines that such
termination is in the best interest of the Guarantor and is not materially
disadvantageous to the Banks.

     SECTION 5.05. COMPLIANCE WITH LAWS. The Guarantor will comply, and cause
each 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 (a) noncompliance therewith could not,
based upon the facts and circumstances in existence at the time, reasonably be
expected to have a Material Adverse Effect or (b) the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

     SECTION 5.06. INSPECTION OF PROPERTY, BOOKS AND RECORDS; CONFIDENTIALITY.
(a) The Guarantor will keep, and will cause each Subsidiary to keep, proper
books of record and account in which true and correct entries shall be made of
its business transactions and activities so that financial statements that
fairly present its business transactions and activities can be properly prepared
in accordance with generally accepted accounting principles.


                                       45
<PAGE>

     (b) The Guarantor will permit, and will cause each 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 upon reasonable notice to the Guarantor, at such reasonable
times and as often as may reasonably be requested by any Bank.

     (c) Each Bank and the Agent shall, by its receipt of Confidential
Information (as defined below) pursuant to or in connection with this Agreement
or its exercise of any of its rights hereunder, be deemed to have agreed (on
behalf of itself and each of its affiliates, directors, officers, employees and
representatives) to (i) keep such information confidential, (ii) (except as
permitted by clause (iii) of this Section 5.06(c)) not disclose such information
to any Person other than an officer, director, employee, legal counsel,
independent auditor or authorized agent or advisor of the Agent or such Bank
needing to know such information (it being understood that any such officer,
director, employee, legal counsel, independent auditor or authorized agent or
advisor shall be informed by the Agent or such Bank of the confidential nature
of such information), (iii) not disclose such information to any Assignee or
Participant (or prospective Assignee or Participant), unless such Assignee or
Participant (or prospective Assignee or Participant) shall agree in writing to
be bound by the provisions of this Section 5.06(c) and (iv) not use any such
information except for purposes relating to this Agreement or the Notes. The
term "Confidential Information" shall mean non-public information furnished by
or on behalf of the Guarantor or any of its Subsidiaries to the Agent, any Bank
or other Person exercising rights hereunder or required to be bound hereby
(collectively "Recipients"), but shall not include any such information which
(1) has become or hereafter becomes available to the public other than as a
result of a disclosure by a Recipient, or (2) has become or hereafter becomes
available to a Recipient, on a non-confidential basis, from a source other than
the Guarantor or any of its Subsidiaries (or any of their respective
representatives or agents) or any Recipient, which source, to the knowledge of
the Recipient, is not prohibited from disclosing such information by a
confidentiality agreement with, or other legal or fiduciary obligation to, the
Guarantor or its Subsidiaries.

     The restrictions set forth in the immediately preceding paragraph shall not
prevent the disclosure by a Recipient of any such information:

          (A) with the prior written consent of the Guarantor,

          (B) at the request of a bank regulatory agency or in connection with
     an examination by bank examiners, or

          (C) upon order of any court or administrative agency of competent
     jurisdiction, to the extent required by such order and not effectively
     stayed on appeal or otherwise, or as otherwise


                                       46
<PAGE>

     required by law; PROVIDED that in the case of any intended disclosure under
     this clause (C), the Recipient shall (unless otherwise required by
     applicable law) give the Guarantor not less than five business days prior
     notice (or such shorter period as may, in the good faith discretion of the
     Recipient, be reasonable under the circumstances or may be required by any
     court or agency under the circumstances), specifying the Confidential
     Information involved and stating such Recipient's intention to disclose
     such Confidential Information (including the manner and extent of such
     disclosure) in order to allow the Guarantor an opportunity to seek an
     appropriate protective order.

     Each Recipient shall agree that, in addition to all other remedies
available, the Guarantor shall be entitled to specific performance and
injunctive and other equitable relief as a remedy for any breach of this Section
5.06(c) by such Recipient.

     SECTION 5.07. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER
DISTRIBUTIONS. The Guarantor will not, and will not permit any Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits, owned by the Guarantor or any
Subsidiary, or pay any Debt owed to the Guarantor or any Subsidiary, (b) make
loans or advances to the Guarantor or any Subsidiary or (c) transfer any of its
properties or assets to the Guarantor or any Subsidiary, except for such
encumbrances or restrictions existing under or by reason of

          (i) applicable law, agreements with foreign governments with respect
     to assets located in their jurisdiction, or condemnation or eminent domain
     proceedings,

          (ii) any of the Financing Documents,

          (iii) (A) customary provisions restricting subletting or assignment of
     any lease governing a leasehold interest of the Guarantor or a Subsidiary,
     or (B) customary restrictions imposed on the transfer of copyrighted or
     patented materials or provisions in agreements that restrict the assignment
     of such agreements or any rights thereunder,

          (iv) provisions contained in the instruments evidencing or governing
     Debt or other obligations or agreements, in each case existing on February
     11, 2000,

          (v) provisions contained in documents evidencing or governing any
     Permitted Receivables Transaction,


                                       47
<PAGE>

          (vi) provisions contained in instruments evidencing or governing Debt
     or other obligations or agreements of any Person, in each case, at the time
     such Person (A) shall be merged or consolidated with or into the Guarantor
     or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise
     dispose of all or substantially all of such Person's assets to the
     Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, PROVIDED
     that in the case of clause (A), (B) or (C), such Debt, obligation or
     agreement was not incurred or entered into, or any such provisions adopted,
     in contemplation of such transaction,

          (vii) provisions contained in instruments amending, restating,
     supplementing, extending, renewing, refunding, refinancing, replacing or
     otherwise modifying, in whole or in part (collectively, "REFINANCING"),
     instruments referred to in clauses (ii), (iv) and (vi) of this Section
     5.07, so long as such provisions are, in the good faith determination of
     the Guarantor's board of directors, not materially more restrictive than
     those contained in the respective instruments so Refinanced,

          (viii) provisions contained in any instrument evidencing or governing
     Debt or other obligations of a Subsidiary Guarantor,

          (ix) any encumbrances and restrictions with respect to a Subsidiary
     imposed in connection with an agreement which has been entered into for the
     sale or disposition of such Subsidiary or its assets, PROVIDED such sale or
     disposition otherwise complies with this Agreement,

          (x) the subordination (pursuant to its terms) in right and priority of
     payment of any Debt owed by any Subsidiary (the "Indebted Subsidiary") to
     the Guarantor or any other Subsidiary, to any other Debt of such Indebted
     Subsidiary, PROVIDED (A) such Debt is permitted under this Agreement and
     (B) the Guarantor's board of directors has determined, in good faith, at
     the time of the creation of such encumbrance or restriction, that such
     encumbrance or restriction could not, based upon the facts and
     circumstances in existence at the time, reasonably be expected to have a
     Material Adverse Effect,

          (xi) provisions governing preferred stock issued by a Subsidiary,
     PROVIDED that such preferred stock is permitted under Section 5.08, and

          (xii) provisions contained in debt instruments, obligations or other
     agreements of any Subsidiary which are not otherwise permitted pursuant to
     clauses (i) through (xi) of this Section 5.07, PROVIDED that the aggregate
     investment of the Guarantor in all such Subsidiaries (determined in
     accordance with generally accepted accounting principles) shall at no time
     exceed the greater of (a) $300,000,000 or (b) 10% of Consolidated Tangible
     Net Worth.


                                       48
<PAGE>

The provisions of this Section 5.07 shall not prohibit (x) Liens not prohibited
by Section 5.10 or (y) restrictions on the sale or other disposition of any
property securing Debt of any Subsidiary, PROVIDED such Debt is otherwise
permitted by this Agreement.

     SECTION 5.08. DEBT. Consolidated Debt will at no time exceed 52.5% of
Consolidated Total Capitalization. The total Debt of all Consolidated
Subsidiaries (excluding (i) Debt of a Consolidated Subsidiary owed to the
Borrower, to the Guarantor, to a Wholly-Owned Consolidated Subsidiary or to
TyCom Ltd. or one of its Wholly-Owned Consolidated Subsidiaries, (ii) Debt of
the Borrower or a Subsidiary Guarantor, (iii) Permitted Acquired Debt and (iv)
Existing Tyco US Debt) will at no time exceed in aggregate outstanding principal
amount 5% of the Consolidated Tangible Assets of the Guarantor. For purposes of
this Section any preferred stock of a Consolidated Subsidiary held by a Person
other than the Guarantor or a Wholly-Owned Consolidated Subsidiary shall be
included, at the higher of its voluntary or involuntary liquidation value, in
"Consolidated Debt" and in the "Debt" of such Consolidated Subsidiary.

     SECTION 5.09. FIXED CHARGE COVERAGE. The ratio of Consolidated EBIT to
Consolidated Interest Expense will not, for any period of four consecutive
fiscal quarters, be less than 2.5 to 1.

     SECTION 5.10. NEGATIVE PLEDGE. The Guarantor will not, and will not permit
any Subsidiary to, create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

     (a) any Lien existing on any asset on February 11, 2000 securing Debt
outstanding on such date;

     (b) any Lien existing on any asset of, or capital stock of, or other
ownership interest in, any Person (such capital stock and other ownership
interests are collectively referred to herein as "Stock") at the time such
Person becomes a Subsidiary, which Lien was not created in contemplation of such
event;

     (c) any Lien on any asset securing the payment of all or part of the
purchase price of such asset upon the acquisition thereof by the Guarantor or a
Subsidiary or securing Debt (including any obligation as lessee incurred under a
capital lease) incurred or assumed by the Guarantor or a Subsidiary prior to, at
the time of or within one year after such acquisition (or in the case of real
property, the completion of construction (including any improvements on an
existing property) or the commencement of full operation of such asset or
property, whichever is later), which Debt is incurred or assumed for the purpose
of financing all or part of the cost of acquiring such asset or, in the case of
real property, construction or improvements thereon; PROVIDED, that in the case
of any such acquisition, construction or improvement, the Lien shall not apply
to any asset theretofore owned by the Guarantor or a Subsidiary, other than
assets so acquired, constructed or improved;


                                       49
<PAGE>

     (d) any Lien existing on any asset or Stock of any Person at the time such
Person is merged or consolidated with or into the Guarantor or a Subsidiary
which Lien was not created in contemplation of such event;

     (e) any Lien existing on any asset or Stock of any Person at the time of
acquisition thereof by the Guarantor or a Subsidiary, which Lien was not created
in contemplation of such acquisition;

     (f) any Lien arising out of the refinancing of any Debt secured by any Lien
permitted by any of the subsections (a) through (e) of this Section 5.10,
PROVIDED the principal amount of Debt is not increased and is not secured by any
additional assets, except as provided in the last sentence of this Section 5.10;

     (g) any Lien to secure Debt of a Subsidiary to the Guarantor or to a
Wholly-Owned Consolidated Subsidiary;

     (h) any Lien created pursuant to a Permitted Receivables Transaction;

     (i) any Lien in favor of any country (or any department, agency,
instrumentality or political subdivision of any country) securing obligations
arising in connection with partial, progress, advance or other payments pursuant
to any contract, statute, rule or regulation or securing obligations incurred
for the purpose of financing all or any part of the purchase price (including
the cost of installation thereof or, in the case of real property, the cost of
construction or improvement or installation of personal property thereon) of the
asset subject to such Lien (including, but not limited to, any Lien incurred in
connection with pollution control, industrial revenue or similar financings);

     (j) Liens arising in the ordinary course of its business which (i) do not
secure Debt, (ii) do not secure any single obligation in an amount exceeding
$50,000,000 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; and

     (k) Liens not otherwise permitted by the foregoing clauses (a) through (j)
of this Section 5.10 securing Debt (without duplication) in an aggregate
principal amount at any time outstanding not to exceed an amount equal to the
greater of (i) $300,000,000 or (ii) 10% of Consolidated Tangible Net Worth.

It is understood that any Lien permitted to exist on any asset pursuant to the
foregoing provisions of this Section 5.10 may attach to the proceeds of such
asset and, with respect to Liens permitted pursuant to subsections (a), (b),
(d), (e), (f) (but only with respect to the refinancing of a Debt secured by a
Lien permitted pursuant to subsections (a), (b), (d) or (e)) or (g) of this
Section 5.10, may attach to an asset acquired in the ordinary course of business
as a replacement of such former asset.


                                       50
<PAGE>

     SECTION 5.11. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. (a) Neither
Principal Obligor will (i) consolidate or merge with or into any other Person or
(ii) sell, lease or otherwise transfer all or substantially all of its assets to
any other Person, unless

          (A) such Principal Obligor or one of its Subsidiaries is the surviving
     corporation;

          (B) the Person (if other than such Principal Obligor) formed by such
     consolidation or into which such Principal Obligor is merged, or the Person
     which acquires by sale or other transfer, or which leases, all or
     substantially all of the assets of such Principal Obligor (any such Person,
     the "Successor"), shall be organized and existing under the laws of (x) in
     the case of a Successor to the Borrower, Luxembourg or (y) in the case of a
     Successor to the Guarantor, Bermuda or of the United States, any state
     thereof or the District of Columbia and shall expressly assume, in a
     writing executed and delivered to the Agent for delivery to each of the
     Banks, in form reasonably satisfactory to the Agent, the due and punctual
     payment of the principal of and interest on the Promissory Notes and the
     performance of the other obligations under this Agreement and the
     Promissory Notes on the part of such Principal Obligor to be performed or
     observed, as fully as if such Successor were originally named as such
     Principal Obligor in this Agreement;

          (C) immediately after giving effect to such transaction, no Default
     shall have occurred and be continuing; and

          (D) such Principal Obligor has delivered to the Agent a certificate on
     behalf of such Principal Obligor signed by one of its Responsible Officers
     and an opinion of counsel, each stating that all conditions provided in
     this Section 5.11 relating to such transaction have been satisfied.

     The foregoing provisions of this Section 5.11 shall not restrict the merger
or consolidation of any Subsidiary with and into a Principal Obligor.

     Upon the satisfaction (or waiver in accordance with Section 9.05) of the
conditions set forth in this Section 5.11, a Successor to the Borrower shall
succeed, and may exercise every right and power of, the Borrower under this
Agreement and the Promissory Notes with the same effect as if such Successor had
been originally named as the Borrower herein and in the Promissory Notes, and
the Borrower shall be relieved of its obligations under this Agreement and the
Promissory Notes.


                                       51
<PAGE>

     (b) The Guarantor will not, and will not permit any Subsidiary to, sell,
lease or otherwise transfer, in any transaction or series of related
transactions, to any Person (other than the Guarantor or a Subsidiary) any
Property (including, without limitation, the stock of any Subsidiary) having a
net book value in excess of 15% of Consolidated Assets determined as of the end
of the fiscal quarter of the Guarantor most recently ended at the time of such
sale or other transaction, or Property (including without limitation, stock of a
Subsidiary) which contributed in excess of 15% of Consolidated EBIT for the
fiscal year of the Guarantor most recently ended at the time of such sale or
other transaction.

     SECTION 5.12. TRANSACTIONS WITH AFFILIATES. The Guarantor will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of stock or
indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect any transaction in
connection with any joint enterprise or other joint arrangement with, any
Affiliate (collectively, "AFFILIATE TRANSACTIONS"); PROVIDED, HOWEVER, that the
foregoing provisions of this Section 5.12 shall not prohibit the Guarantor or
any of its Subsidiaries from (a) making Restricted Payments (including, for this
purpose, transactions expressly excluded from the definition of a Restricted
Payment) permitted by Section 5.13, (b) making sales to or purchases from any
Affiliate and, in connection therewith, extending credit or making payments, or
from making payments for services rendered by any Affiliate, if such sales or
purchases are made or such services are rendered in the ordinary course of
business and on terms and conditions at least as favorable to the Guarantor or
such Subsidiary as the terms and conditions which the Guarantor would reasonably
expect to be obtained in a similar transaction with a Person which is not an
Affiliate at such time, (c) making payments of principal, interest and premium
on any Debt of the Guarantor or such Subsidiary held by an Affiliate if the
terms of such Debt are at least as favorable to the Guarantor or such Subsidiary
as the terms which the Guarantor would reasonably expect to have been obtained
at the time of the creation of such Debt from a lender which was not an
Affiliate, (d) participating in, or effecting any transaction in connection
with, any joint enterprise or other joint arrangement with any Affiliate if the
Guarantor or such Subsidiary participates in the ordinary course of its business
and on a basis no less advantageous than the basis on which such Affiliate
participates, (e) paying or granting reasonable compensation and benefits to any
director, officer, employee or agent of the Guarantor or any Subsidiary, (f)
paying reasonable legal fees and expenses to a law firm of which an Affiliate is
a member or (g) engaging in any Affiliate Transaction not otherwise addressed in
subsections (a) - (f) of this Section 5.12, the terms of which are not less
favorable to the Guarantor or such Subsidiary than those that the Guarantor
would reasonably expect to be obtained in a comparable transaction at such time
with a Person which is not an Affiliate.


                                       52
<PAGE>

     SECTION 5.13. RESTRICTED PAYMENTS. The Guarantor will not, and will not
permit any Subsidiary to, declare or make any Restricted Payment unless, after
giving effect thereto, the aggregate of all Restricted Payments declared or made
subsequent to September 30, 1999 does not exceed an amount equal to the sum of
(a) $4,200,000,000 PLUS (b) 50% of Consolidated Net Income (or minus 100% of
Consolidated Net Income, in the event of a net loss for such period) for the
period from October 1, 1999 through the end of the then most recently ended
fiscal quarter of the Guarantor (treated for this purpose as a single accounting
period), PLUS (c) the aggregate cash proceeds (net of underwriting commissions)
received by the Guarantor (other than from a Subsidiary) from the issuance or
sale after September 30, 1999 of capital stock or Stock Equivalents of the
Guarantor (other than the proceeds of any capital stock or Stock Equivalent
which by its terms is subject to redemption otherwise than at the sole option of
the Guarantor). Nothing in this Section 5.13 shall prohibit the payment of any
dividend or distribution within 60 days after the declaration thereof if such
declaration was not prohibited by this Section 5.13.

     SECTION 5.14. SUBSIDIARY GUARANTORS. If any Subsidiary becomes a guarantor
of TycoLux Debt Securities under the Indenture, the Guarantor will cause such
Person to become a Subsidiary Guarantor concurrently therewith.

     SECTION 5.15. USE OF PROCEEDS. The proceeds of the Loans made under this
Agreement will be used by the Borrower for its general corporate purposes,
including, without limitation, capital expenditures and (subject to the
following sentence) 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.

                                    ARTICLE 6
                                    DEFAULTS

     SECTION 6.01. EVENTS OF DEFAULTS. If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing and shall not have
been waived in accordance with Section 9.05:

     (a) any principal of any Loan shall not be paid when due, or any interest
on any Loan or any fees payable hereunder shall not be paid within three
Domestic Business Days of the due date thereof;

     (b) the Guarantor shall fail to observe or perform any covenant contained
in Section 5.08, 5.09, 5.13 or 5.14;

     (c) the Guarantor shall fail to observe or perform any covenant contained
in Section 5.07 or Sections 5.10 to 5.12, inclusive, and such failure shall not
be remedied within five days after any Responsible Officer obtains actual
knowledge thereof;


                                       53
<PAGE>

     (d) either Principal Obligor shall fail to observe or perform any covenant
or agreement contained in this Agreement (other than those covered by clause
(a), (b) or (c) of this Section 6.01) for 10 days after notice thereof has been
given to the Guarantor by the Agent at the request of any Bank;

     (e) any representation, warranty, certification or statement made in
writing by any Obligor in the Financing Documents or in any certificate,
financial statement or other document required to be delivered to the Agent or
any of the Banks pursuant to the Financing Documents shall prove to have been
incorrect in any material respect when made (or deemed made);

     (f) the Guarantor or any Subsidiary shall fail to make any payment in
respect of any Material Debt when due (after giving effect to any applicable
grace period);

     (g) any event or condition shall occur that results in the acceleration of
the maturity of any Material Debt or that entitles the holder or holders of any
Material Debt or any Person acting on behalf of such holder or holders to
accelerate the maturity thereof;

     (h) (i) any corporate action is taken authorizing the winding up,
liquidation, any arrangement or the taking of any other similar action of or
with respect to the Guarantor or authorizing any corporate action to be taken to
facilitate any such winding up, liquidation, arrangement, reorganization or
amalgamation or other similar action or any members' voluntary winding up of the
Guarantor as provided under the Bermuda Companies Law shall be commenced;

          (ii) (A) any petition shall be filed seeking the liquidation, any
     arrangement or the taking of any other similar action of or with respect to
     the Guarantor by the Registrar of Companies in Bermuda, or by any other
     Person or Persons, or (B) any petition shall be presented for the winding
     up of the Guarantor to a court of Bermuda as provided with the Bermuda
     Companies Law, or (C) any creditors' winding up of the Guarantor as
     provided under the Bermuda Companies Law shall be commenced, or (D) any
     receiver shall be appointed by a creditor of the Guarantor or by a court of
     Bermuda on the application of a creditor of the Guarantor as provided under
     any instrument giving rights for the appointment of a receiver thereto, and
     in the case of any such petition, winding up, appointment, order or other
     matter, such petition, winding up, appointment, order or other matter,
     shall remain undismissed and unstayed for a period of 60 days;

          (iii) the Guarantor or any Significant Subsidiary shall (A) commence a
     voluntary case or other proceeding seeking liquidation, winding up,
     reorganization or other relief with respect to itself or its debts under
     any bankruptcy, insolvency or other similar law now or hereafter in


                                       54
<PAGE>

     effect or seeking the appointment of a trustee, receiver, liquidator,
     custodian or other similar official of it or substantially all of its
     property, or (B) consent to any such relief or to the appointment of or
     taking possession by any such official in an involuntary case or other
     similar proceeding commenced against it, or (C) make a general assignment
     for the benefit of creditors, or (D) fail generally to pay its debts as
     they become due, or (E) take any corporate action to authorize any of the
     foregoing; or

          (iv) (A) an involuntary case or other proceeding shall be commenced
     against the Guarantor or any Significant Subsidiary seeking liquidation,
     winding up, reorganization or other relief with respect to it 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 substantially all of its
     property, and such involuntary case or other proceeding shall remain in
     effect and undismissed and unstayed for a period of 60 days; or (B) an
     order for relief shall be entered against the Guarantor or any Significant
     Subsidiary under the bankruptcy laws of any jurisdiction as now or
     hereafter in effect;

     (i) a judgment or order for the payment of money in excess of $30,000,000
(after deducting amounts covered by insurance, except to the extent that the
insurer providing such insurance has declined such coverage) shall be rendered
against the Guarantor or any Subsidiary and, within 60 days after entry thereof,
such judgment or order is not discharged or execution thereof stayed pending
appeal, or within 60 days after the expiration of any such stay, such judgment
or order is not discharged;

     (j) 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
Securities and Exchange Commission under said Act) of 40% or more of the
outstanding shares of common stock of the Guarantor; or, on the last day of any
period of twelve consecutive calendar months, a majority of members of the board
of directors of the Guarantor shall no longer be composed of individuals (i) who
were members of said board of directors on the first day of such twelve
consecutive calendar month period or (ii) whose election or nomination to said
board of directors was approved by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority of
said board of directors;

     (k) the Guarantor or any Subsidiary shall fail to make any payment owing by
it in respect of any performance bond, performance guaranty or bank guaranty
issued in lieu of a performance bond or performance guaranty (other than a
payment which is disputed by the Guarantor or such Subsidiary in good


                                       55
<PAGE>

faith), and the aggregate of all such defaulted payments shall exceed
$50,000,000 at any one time for the Guarantor and its Subsidiaries;

     (l) 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 $25,000,000;

     (m) the Borrower shall cease to be a Wholly-Owned Consolidated Subsidiary
of the Guarantor; or

     (n) any Financing Document shall cease to be valid and enforceable against
any Obligor party thereto (except for the termination of a Subsidiary Guarantee
in accordance with its terms); or any Obligor shall so assert in writing;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 60% 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 Promissory Notes evidencing more than 60% in
aggregate principal amount of the Loans, by notice to the Borrower declare the
Promissory Notes (together with accrued interest thereon) to be, and the
Promissory Notes shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Obligors; PROVIDED that in the case of any of the Events of
Default specified in subsection (h) above with respect to any Obligor, without
any notice to any Obligor or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Promissory Notes (together with
accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Obligors.

     SECTION 6.02. NOTICE OF DEFAULT. The Agent shall give notice to the
Guarantor under Section 6.01(d) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.


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<PAGE>

                                   ARTICLE 7
                                   THE AGENT

     SECTION 7.01. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Financing Documents as are delegated to the Agent
by the terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

     SECTION 7.02. AGENT AND AFFILIATES. Morgan Guaranty Trust Company of New
York (and any successor acting as Agent) in its capacity as a Bank hereunder
shall have the same rights and powers under the Financing Documents as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York (and any successor
acting as Agent) 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 Agent hereunder.

     SECTION 7.03. ACTION BY AGENT. The obligations of the Agent under the
Financing Documents are only those expressly set forth therein. Without limiting
the generality of the foregoing, the 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 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 advice of such
counsel, accountants or experts.

     SECTION 7.05. LIMITS OF LIABILITY. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or 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. Neither the Agent nor any of its affiliates nor any of their
respective directors, officers, agents or 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 or any Guarantor; (iii) the satisfaction of any
condition specified in Article 3, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Subsidiary Guarantees, the Promissory Notes or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar writing)
believed by it in good faith to be genuine or to be signed by or on behalf


                                       57
<PAGE>

of 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
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 accordance with
its Commitment, indemnify the 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 the Financing Documents 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 upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis of the Borrower and its Subsidiaries and its own decision to
enter into this Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the 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.

     SECTION 7.08. SUCCESSOR AGENT. The 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 Agent, subject to the
consent of the Borrower. If no successor Agent shall have been so appointed by
the Required Banks and consented to by the Borrower and shall have accepted such
appointment within 45 days after the retiring Agent gives notice of resignation,
then the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
which shall be a commercial bank organized or licensed under the laws of the
United States of America 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
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Financing Documents. After any retiring Agent's
resignation hereunder as Agent, 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
acting as the Agent.

     SECTION 7.09. AGENT'S FEE. The Borrower shall pay to the Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
between the Borrower and the Agent.

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<PAGE>

                                   ARTICLE 8
                            CHANGE IN CIRCUMSTANCES

     SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. If
on or prior to the first day of any Interest Period for any Euro-Currency Loan
or Money Market LIBOR Loan:

     (a) the Agent is advised by the Reference Banks that deposits in the
relevant currency (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 Currency Loans, Banks holding 50% or more of the
aggregate amount of the affected Loans advise the Agent that the London
Interbank Offered Rate as determined by the Agent will not adequately and fairly
reflect the cost to such Banks of funding their Euro-Currency Loans for such
Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon, until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist (which the Agent agrees to do promptly
upon such circumstances ceasing to exist), (i) the obligations of the Banks to
make Euro-Currency Loans in the relevant currency, or to continue or convert
outstanding Loans as or into Euro-Currency Loans in the relevant currency, shall
be suspended and (ii) each outstanding Euro-Currency Loan in the relevant
currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into
a Base Rate Loan) on the last day of the then current Interest Period applicable
thereto. Unless the Borrower notifies the Agent at least one Domestic Business
Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing
has previously been given that it elects not to borrow on such date, (i) if such
Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be
made as a Base Rate Borrowing in an equal Dollar Amount and (ii) if such Fixed
Rate 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 of this Agreement, any
Bank has determined in its reasonable judgment that 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-Currency 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 such Bank (or its Euro-Currency
Lending Office) to make, maintain or fund its Euro-Currency Loans in any
currency and such Bank shall so notify the Agent, the Agent shall forthwith give


                                       59
<PAGE>

notice specifying the circumstances giving rise to such suspension to the other
Banks and the Borrower, whereupon, until such Bank notifies the Borrower and the
Agent that the circumstances giving rise to such suspension no longer exist
(which such Bank agrees to do promptly upon such circumstances ceasing to
exist), the obligation of such Bank to make Euro-Currency Loans in such
currency, or to continue or convert outstanding Loans as or into Euro-Currency
Loans in such currency, shall be suspended. Before giving any notice to the
Agent pursuant to this Section, such Bank shall designate a different
Euro-Currency Lending Office if such designation will avoid the need for giving
such notice and will not, in the judgment of such Bank in the good faith
exercise of its discretion, be otherwise disadvantageous to such Bank. If such
notice is given, each Euro-Currency Loan of such Bank then outstanding shall be
converted to a Base Rate Loan (in the case of an Alternative Currency Loan, in a
principal amount determined on the basis of the Spot Rate on the date of
conversion) either (a) on the last day of the then current Interest Period
applicable to such Euro-Currency Loan if such Bank may lawfully continue to
maintain and fund such Loan as a Euro-Currency Loan to such day or (b)
immediately if such Bank shall determine that it may not lawfully continue to
maintain and fund such Loan as a Euro-Currency Loan to such day. Notwithstanding
the foregoing, the operation of this Section shall not relieve any Bank of its
obligation to make a Euro-Currency Loan to refund Swingline Loans made while its
Commitment was in effect.

     SECTION 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after (x) the
date of this Agreement, 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, any Bank has determined in its reasonable
judgment that 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-Currency Loan any such requirement with respect to
which such Bank is entitled to compensation during the relevant Interest Period
under Section 2.15 or 2.19), special deposit, insurance assessment or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, such 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 Promissory 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 Promissory


                                       60
<PAGE>

Note with respect thereto, by an amount deemed by such Bank to be material to
such Bank, then, within 15 days after written demand by such Bank (with a copy
to the 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 of this
Agreement, 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 written demand by such Bank (with a copy to the Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank (or its Parent) for such reduction.

     (c) Each Bank will promptly notify the Borrower and the Agent of any event
of which it has knowledge, occurring after the date of this Agreement, which
will entitle such Bank to compensation pursuant to this Section; PROVIDED that
(i) if any Bank fails to give such notice within 90 days after it obtains actual
knowledge of such an event, such Bank shall only be entitled to payment under
this Section 8.03 for costs incurred from and after the date 90 days prior to
the date that such Bank does give such notice and (ii) each such Bank 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 in the good faith exercise of its discretion, be otherwise
disadvantageous to such Bank. A certificate of any Bank claiming compensation
under this Section and setting forth in reasonable detail the additional amount
or amounts to be paid to it hereunder and the basis used to determine such
amounts shall be conclusive in the absence of manifest error. In determining
such amount, such Bank will use reasonable averaging and attribution methods and
will have a reasonable basis for any assumptions it makes in connection
therewith.

     SECTION 8.04. TAXES. (a) Any and all payments by any Obligor to or for the
account of any Bank or the Agent hereunder or under any Promissory Note shall be
made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, EXCLUDING, in the case of each Bank and the
Agent,


                                       61
<PAGE>

taxes imposed on or measured by its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Bank or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Bank, taxes imposed on or measured by its income, and franchise or
similar taxes imposed on it, by the jurisdiction of such Bank's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, duties, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as its "TAXES", and all such excluded
taxes being hereinafter referred to as its "DOMESTIC TAXES"). If an Obligor
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Promissory Note to any Bank or the Agent, (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 Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Obligor shall make such deductions, (iii) such Obligor shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) such Obligor shall furnish to the Agent,
at its address referred to in Section 9.01, the original or a certified copy of
a receipt evidencing payment thereof.

     (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes and any other excise or property taxes, or charges or similar
levies which arise from any payment made hereunder or under any Promissory Note
or from the execution or delivery of, or otherwise with respect to, this
Agreement or any other Financing Document (hereinafter referred to as "OTHER
TAXES").

     (c) The Borrower agrees to indemnify each Bank and the 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 Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. In addition, the Borrower agrees to indemnify the Agent and
each Bank for all Domestic Taxes and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
to the extent that such Domestic Taxes result from any payment or
indemnification pursuant to this Section for (i) Taxes or Other Taxes imposed by
any jurisdiction other than the United States or (ii) Domestic Taxes of the
Agent or such Bank, as the case may be. This indemnification shall be made
within 15 days from the date such Bank or the Agent (as the case may be) makes
demand therefor.

     (d) At the times indicated herein, each Bank organized under the laws of a
jurisdiction outside the United States shall provide the Borrower with Internal
Revenue Service form 1001 or 4224 (in each case accompanied by any statements
which may be required under applicable Treasury regulations), as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Bank is entitled to receive payments under this Agreement (i) without


                                       62
<PAGE>

deduction or withholding of any United States federal income taxes or (ii)
subject to a reduced rate of United States federal withholding tax, unless, in
each case of clause (i) and (ii) of this Section 8.04(d), an event (including,
without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders
such forms inapplicable or which would prevent the Bank from duly completing and
delivering any such form with respect to it and the Bank advises the Borrower
and the Agent that it is not capable of receiving payments without any deduction
or withholding of such taxes. Such forms shall be provided (x) on or prior to
the date of the Bank's execution and delivery of this Agreement in the case of
each Bank listed on the signature pages hereof, and on or prior to the date on
which it becomes a Bank in the case of each other Bank, and (y) on or before the
date that such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered by the Bank. If
the form provided by a Bank at the time such Bank first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, United States withholding tax at such rate shall be considered excluded
from "TAXES" as defined in Section 8.04(a). In addition, to the extent that for
reasons other than a change of treaty, law or regulation any Bank becomes
subject to an increased rate of United States interest withholding tax while it
is a party to this Agreement, United States withholding tax at such increased
rate shall be considered excluded from "Taxes" as defined in Section 8.04(a).

     (e) For any period with respect to which a Bank has failed to provide the
Borrower with the appropriate form in accordance with Section 8.04(d) (unless
such failure is excused by the terms of Section 8.04(d)), such Bank shall not be
entitled to indemnification under Section 8.04(a) or 8.04(c) with respect to
Taxes imposed by the United States; PROVIDED, HOWEVER, that should a Bank, which
is otherwise exempt from or subject to a reduced rate of withholding tax, become
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 so as to eliminate or reduce
any such additional payment which may thereafter accrue if such change, in the
judgment of such Bank in the good faith exercise of its discretion, is not
otherwise disadvantageous to such Bank.

     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-Currency Loans in any currency 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-Currency Loans in any currency and the Borrower
shall, by at least five Euro-Dollar Business Days' prior notice to such Bank
through the Agent, have elected that the provisions of this Section shall


                                       63
<PAGE>

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 (which such Bank agrees to do promptly upon such circumstances
ceasing to exist), all Loans which would otherwise be made by such Bank as (or
continued as or converted to) Euro-Currency Loans in such currency shall instead
be Base Rate Loans (in the case of Alternative Currency Loans, in the same
Dollar Amount as the Euro-Currency Loan that such Lender would otherwise have
made in the Alternative Currency) on which interest and principal shall be
payable contemporaneously with the related Fixed Rate Loans of the other Banks.
If such Bank notifies such 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-Currency Loan on the
first day of the next succeeding Interest Period applicable to the related
Euro-Currency Loans of the other Banks. If such Loan is converted into an
Alternative Currency Loan, such Bank, the Agent and the Borrower shall make such
arrangements as shall be required (including increasing or decreasing the amount
of such Alternative Currency Loan) so that such Alternative Currency Loan shall
be in the same amount as it would have been if the provisions of this Section
had never applied thereto.

     SECTION 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded
compensation for increased costs pursuant to Section 8.03 or 8.04 or is entitled
to payments under Section 8.04(a) or (ii) has determined that the making or
maintaining of any Euro-Currency Loan has become unlawful or impossible pursuant
to Section 8.02 and similar additional interest or compensation has not been
demanded by, or a similar determination has not been made by, all of the Banks,
the Borrower shall have the right (with the assistance of the Agent) to
designate an Assignee which is not an Affiliate of the Borrower to purchase for
cash, pursuant to an Assignment and Assumption Agreement in substantially the
form of Exhibit I hereto, the outstanding Loans and Commitment of such Bank and
to assume all of such Bank's other rights and obligations hereunder 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 that
Bank's Commitment hereunder plus such amount, if any, as would be payable
pursuant to Section 2.13 if the outstanding Loans of such Bank were prepaid in
their entirety on the date of consummation of such assignment.

                                   ARTICLE 9
                                 MISCELLANEOUS

     SECTION 9.01. NOTICES. All notices, requests and other communications to
any party provided for hereunder shall be in writing (including, without
limitation, bank wire, telex, facsimile transmission or similar writing) and
shall be given to such party: (x) in the case of the Borrower, the Guarantor or
the Agent, at


                                       64
<PAGE>

its address or facsimile or telex number set forth on the signature pages
hereof, (y) in the case of any Bank, at its address or facsimile or telex number
set forth in its Administrative Questionnaire or (z) in the case of any party,
such other address or facsimile or telex number as such party may hereafter
specify for the purpose by notice to the 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 specified in this Section and
the appropriate answerback is received, (ii) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section 9.01
and electronic, telephonic or other appropriate confirmation of receipt is
received by the sender, (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 specified in this Section; PROVIDED that notices to the Agent under
Article 2 or Article 8 shall not be effective until received.

     SECTION 9.02. NO WAIVERS. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege hereunder or under any other Financing
Document 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 and
therein 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 Agent, including reasonable fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of the Financing Documents, any waiver or consent
hereunder or any amendment thereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including reasonable fees and disbursements
of counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

     (b) The Borrower agrees to indemnify the Agent and each Bank, their
respective Bank 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, including, without limitation, the reasonable fees and disbursements
of counsel, which may be incurred by such Indemnitee (whether or not such
Indemnitee shall be designated a party thereto) arising out of any
investigative, administrative or judicial proceeding (brought or threatened)
relating to or arising out of the Financing Documents, the arrangement,
administration, performance or enforcement thereof or any actual or proposed use
of proceeds of Loans hereunder; 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; PROVIDED
FURTHER that no Indemnitee shall have the right to be indemnified hereunder in
connection with


                                       65
<PAGE>

any proceedings between it and another Indemnitee which does not relate to the
Borrower.

     (c) If any proceeding or claim shall be brought or asserted against any
Indemnitee in respect of which indemnity may be sought pursuant to the preceding
subsection, such Indemnitee shall promptly notify the Borrower. The Borrower
shall not be liable for any costs or expenses in connection with any settlement
entered into without its consent (such consent not to be unreasonably withheld).

     SECTION 9.04. SHARING OF SET-OFFS. 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 due with respect
to any Promissory Note held by it which is greater than the proportion received
by any other Bank in respect of the aggregate amount of principal and interest
due with respect to any Promissory Note held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Promissory Notes 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 Promissory Notes 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 Obligors other than indebtedness under the
Financing Documents.

     SECTION 9.05. AMENDMENTS AND WAIVERS. Any provision of this Agreement or
the Promissory Notes may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower, the Guarantor and the
Required Banks (and, if the rights or duties of the Agent are affected thereby,
by the Agent); PROVIDED that no such amendment or waiver shall, unless signed by
all the Banks, (i) increase or decrease the Commitment of any Bank (except 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, (iv) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Promissory 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 (v) release the
Guarantor from its obligations under Article 10.

     SECTION 9.06. SUCCESSORS AND ASSIGNS. (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 Banks.


                                       66
<PAGE>

     (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. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the 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
Obligors under the Financing Documents 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), (iii) or (iv) of Section 9.05 without the consent
of the Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement and subject to subsection (e),
(f) and (g) below, 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 (b).

     (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (in an amount
equivalent to an original Commitment of not less than $10,000,000) of all, of
its rights and obligations under this Agreement and the Promissory Notes, and
such Assignee shall assume such rights and obligations, pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit I
hereto executed by such Assignee and such transferor Bank, with (and subject to)
the subscribed consent of the Borrower and the Agent, which shall not be
unreasonably withheld; PROVIDED that if an Assignee is another Bank or an
affiliate of such transferor Bank, no such consent shall be required; and
PROVIDED FURTHER that such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Money Market Loans. Upon execution and
delivery of such instrument and payment by such Assignee to such transferor Bank
of an amount equal to the purchase price agreed between such transferor Bank and
such Assignee, 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 (c), the transferor Bank, the Agent and the Borrower
shall make appropriate arrangements so that, if required, a new Promissory Note
is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the 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


                                       67
<PAGE>

United States of America or a state thereof, it shall deliver to the Borrower
and the Agent certification as to exemption from deduction or withholding of any
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 Promissory 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.

     (f) Notwithstanding anything to the contrary contained in this Section 9.06
but subject to the terms and conditions set forth in this subsection (f), any
Bank may from time to time, elect to designate a Conduit to provide all or any
part of Loans required to be made by such Bank to the Borrower pursuant to this
Agreement or to acquire a participation interest in any Loans extended by such
Bank hereunder (a "CONDUIT DESIGNATION"), PROVIDED the designation of a Conduit
by any Bank for purposes of this Section 9.06(f) shall be subject to the
approval of the Borrower, which shall not be unreasonably withheld. No
additional Note shall be required with regard to a Conduit Designation;
PROVIDED, HOWEVER, to the extent any Conduit shall advance funds under a Conduit
Designation, the designating Bank shall be deemed to hold the Note in its
possession as an agent for such Conduit to the extent of the Loan funded by such
Conduit. Notwithstanding any such Conduit Designation, (x) the designating Bank
shall remain solely responsible to the other parties hereto for its obligations
under this Agreement and (y) the Borrower and the Agent may continue to deal
solely and directly with the designating Bank as administrative agent for such
designating Bank's Conduit, in connection with all of such Conduit's rights and
obligations under this Agreement, unless and until the Borrower and the Agent
are notified that the designating Bank has been replaced as administrative agent
for its Conduit; any payments for the benefit of any designating Bank and its
Conduit shall be paid to such designating Bank for itself as administrative
agent for its Conduit, as applicable; PROVIDED neither the Borrower nor the
Agent shall be responsible for any designating Bank's application of any such
payments. In addition, any Conduit may (i) with notice to, but without the prior
written consent of the Borrower and the Agent, and without paying any processing
fee therefor, assign all or portions of its interest in any Loans to the Bank
that designated such Conduit or to any financial institutions consented to by
the Borrower and the Agent providing liquidity and/or credit facilities to or
for the account of such Conduit to support the funding or maintenance of Loans
and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating


                                       68
<PAGE>

agency, commercial paper dealer or provider of any guarantee, surety, credit or
liquidity enhancement to such Conduit.

     (g) Each party to this Agreement hereby agrees that, at any time a Conduit
Designation is in effect, it shall not institute against, or join any other
person in instituting against, any Conduit any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding or other proceedings under any
federal or state bankruptcy or similar law, for one year and a day after the
latest maturing commercial paper note issued by such Conduit is paid. This
Section 9.06(g) shall survive the termination of this Agreement.

     SECTION 9.07. COLLATERAL. Each of the Banks represents to the 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 9.08. GOVERNING LAW. THIS AGREEMENT AND EACH PROMISSORY NOTE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     SECTION 9.09. 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 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE GUARANTOR,
THE AGENT AND THE BANKS 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.

     SECTION 9.11. JUDGMENT CURRENCY. If, under any applicable law and whether
pursuant to a judgment being made or registered against any Obligor or for any
other reason, any payment under or in connection with this Agreement, is made or
satisfied in a currency (the "Other Currency") other than that in which the
relevant payment is due (the "Required Currency") then, to the extent that the
payment (when converted into the Required Currency at the rate of exchange on
the date of payment or, if it is not practicable for the party entitled thereto
(the "Payee") to purchase the Required Currency with the other Currency on the
date of payment, at the rate of exchange as soon thereafter as it is practicable
for it to do so) actually received by the Payee falls short of the amount due
under the terms of this Agreement, such Obligor shall, to the extent permitted
by law, as a separate and independent obligation, indemnify and hold harmless
the Payee against the amount of such short-fall. For the purpose of this
Section, "rate of exchange" means the rate at which the Payee is able on the
relevant date to


                                       69
<PAGE>

purchase the Required Currency with the Other Currency and shall take into
account any premium and other costs of exchange.

     SECTION 9.12. JUDICIAL PROCEEDINGS. (a) CONSENT TO JURISDICTION. Each
Obligor irrevocably submits to the non-exclusive jurisdiction of any federal or
New York State court sitting in New York City over any suit, action or
proceeding arising out of or relating to the Financing Documents. Each Obligor
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 suit, action
or proceeding brought in such court and any claim that any suit, action or
proceeding brought in such court has been brought in an inconvenient forum. Each
Obligor agrees that a final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding upon it and will be
given effect in Luxembourg to the fullest extent permitted by applicable law and
may be enforced in any federal or New York State court sitting in New York City
(or any other courts to the jurisdiction of which such Obligor is or may be
subject) by a suit upon such judgment, PROVIDED that service of process is
effected upon it in one of the manners specified herein or as otherwise
permitted by law.

     (b) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. Each Obligor hereby
irrevocably designates and appoints CT Corporation System having an office on
the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized
agent, to accept and acknowledge on its behalf, service of any and all process
which may be served in any suit, action or proceeding of the nature referred to
in subsection (a) above in any federal or New York State court sitting in New
York City. Each Obligor represents and warrants that such agent has agreed in
writing to accept such appointment and that a true copy of such designation and
acceptance has been delivered to the Agent. Such designation and appointment
shall be irrevocable until all principal and interest and all other amounts
payable under the Financing Documents shall have been paid in full in accordance
with the provisions hereof. If such agent shall cease so to act, each Obligor
covenants and agrees to designate irrevocably and appoint without delay another
such agent satisfactory to the Agent and to deliver promptly to the Agent
evidence in writing of such other agent's acceptance of such appointment.

     (c) SERVICE OF PROCESS. Each Obligor hereby consents to process being
served in any suit, action, or proceeding of the nature referred to in
subsection (a) above in any federal or New York State court sitting in New York
City by service of process upon the agent of such Obligor, as the case may be,
for service of process in such jurisdiction appointed as provided in subsection
(b) above; PROVIDED that, to the extent lawful and possible, written notice of
said service upon such agent shall be mailed by registered airmail, postage
prepaid, return receipt requested, to such Obligor at its address specified on
the signature pages hereof or to any other address of which such Obligor shall
have given written notice to the Agent. Each Obligor irrevocably waives, to the
fullest extent permitted by law, all claim of error by reason of any such
service and agrees that such service shall be deemed in every respect effective
service of process upon


                                       70
<PAGE>

such Obligor in any such suit, action or proceeding and shall, to the fullest
extent permitted by law, be taken and held to be valid and personal service upon
and personal delivery to such Obligor.

     (d) NO LIMITATION ON SERVICE OR SUIT. Nothing in this Section shall affect
the right of the Agent or any Bank to serve process in any other manner
permitted by law or limit the right of the Agent or any Bank to bring
proceedings against any Obligor in the courts of any jurisdiction or
jurisdictions.

     SECTION 9.13. CONFORMING AMENDMENTS TO FIVE-YEAR FACILITY. The Guarantor
and Morgan Guaranty Trust Company of New York, in its capacity as agent under
the Amended and Restated Parent Guarantee Agreement dated as of February 13,
1998 and amended and restated as of February 12, 1999 (the "Existing
Guarantee"), hereby agree that the Existing Guarantee is amended as follows:

          (i) the word "corporate" appearing in Section 4.04 is changed to
     "legal";

          (ii) the date "February 12, 1999" appearing in clause (iv) of Section
     4.07 and clause (a) of Section 4.10 is changed to "February 11, 2000";

          (iii) the phrase "the date hereof" in Section 4.13 is changed to
     "September 30, 1999";

          (iv) the figure "$3,100,000,000 in Section 4.13 is changed to
     "$4,200,000,000"; and

          (v) the references to "1998" in Section 4.13 are changed to "1999."

The Banks parties to the $500,000,000 Extendible 364-Day Credit Agreement dated
as of February 13, 1998 among the Borrower, the banks parties thereto and Morgan
Guaranty Trust Company of New York, as agent for such banks (as amended, the
"Existing Five-Year Facility"), comprising the "Required Banks" as defined in
the Existing Five-Year Facility, hereby consent to the foregoing amendment to
the Existing Guarantee.

                                   ARTICLE 10
                                   GUARANTEE

     SECTION 10.01. THE GUARANTEE. The Guarantor hereby guarantees the full and
punctual payment (whether at stated maturity, upon acceleration or otherwise) of
all principal of and interest on amounts loaned to the Borrower under the
Financing Documents and all other amounts payable by the Borrower under the


                                       71
<PAGE>

Financing Documents. This is a guarantee of payment and not merely of
collection. Upon failure by the Borrower to pay punctually any such amount, the
Guarantor shall forthwith on demand pay the amount not so paid at the place and
in the manner specified in the applicable Financing Document.

     SECTION 10.02. GUARANTEE UNCONDITIONAL. The obligations of the Guarantor
hereunder shall be unconditional and absolute, and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected, at any time by:

          (i) any extension, renewal, settlement, compromise, waiver or release
     in respect of any obligation of the Borrower under any Financing Document,
     by operation of law or otherwise;

          (ii) any modification or amendment of or supplement to any Financing
     Document;

          (iii) any release, impairment, non-perfection or invalidity of any
     direct or indirect security for any obligation of the Borrower under any
     Financing Document;

          (iv) any change in the corporate existence, structure or ownership of
     the Borrower, or any insolvency, bankruptcy, reorganization or other
     similar proceeding affecting the Borrower or its assets or any resulting
     release or discharge of any obligation of the Guarantor or the Borrower
     contained in any Financing Document;

          (v) the existence of any claim, set-off or other rights which the
     Guarantor may have at any time against the Borrower, the Agent, any Bank or
     any other Person, whether in connection herewith or any unrelated
     transactions, PROVIDED that nothing herein shall prevent the assertion of
     any such claim by separate suit or compulsory counterclaim;

          (vi) any invalidity or unenforceability relating to or against the
     Borrower for any reason of any Financing Document, or any provision of
     applicable law or regulation purporting to prohibit the payment by the
     Borrower of any amount payable by it under any Financing Document; or

          (vii) any other act or omission to act or delay of any kind by the
     Borrower, the Agent, any Bank or any other Person or any other circumstance
     whatsoever which might, but for the provisions of this paragraph,
     constitute a legal or equitable discharge of or defense to the Guarantor's
     obligations hereunder.

     SECTION 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. This Agreement shall remain in full force and effect
until the Commitments shall have terminated and the principal of and interest on
the


                                       72
<PAGE>

Promissory Notes and all other amounts payable by the Borrower under the
Financing Documents shall have been paid in full. If at any time any payment of
principal of or interest on any Promissory Note or any other amount payable by
the Borrower under the Financing Documents is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, the Guarantor's obligations hereunder with respect to
such payment shall be reinstated at such time as though such payment had been
due but not made at such time.

     SECTION 10.04. WAIVER BY THE GUARANTOR. The Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Borrower or any other Person.

     SECTION 10.05. SUBROGATION. Upon making any payment hereunder with respect
to the Borrower, the Guarantor shall be subrogated to the rights of the payee
against the Borrower with respect to such payment; PROVIDED that the Guarantor
shall not enforce any payment by way of subrogation until all amounts of
principal of and interest on the Promissory Notes and all other amounts payable
by the Borrower under the Financing Documents have been paid in full.

     SECTION 10.06. STAY OF ACCELERATION. In the event that acceleration of the
time for payment of any amount payable by the Borrower under any Financing
Document is stayed upon insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the Guarantor hereunder forthwith
on demand by the Required Banks.

                                       73
<PAGE>

     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.


                              TYCO INTERNATIONAL GROUP S.A.


                              By: /s/ RICHARD W. BRANN
                                  ----------------------------------------------
                                  Title: Managing Director

                              Address: 2nd Floor, 6 Avenue Emile Reuter
                                       L-2420, Luxembourg
                              Facsimile number: 011-352-464-3350


                              TYCO INTERNATIONAL LTD.


                              By: /s/ BYRON S. KALOGEROU
                                  ----------------------------------------------
                                  Title: Vice President and Assistant Secretary

                                  The Zurich Center 2nd Floor
                                  90 Pitts Bay Road
                                  Pembroke HM08
                                  Bermuda
                                  Facisimile No.: 441-295-9647


<PAGE>


                                  MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK


                                  By: /s/ GLENDA WINTER-IRVING
                                      ------------------------------------------
                                      Title: Vice President


                                  MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK, as Agent


                                  By: /s/ GLENDA WINTER-IRVING
                                      ------------------------------------------
                                      Title: Vice President

                                      60 Wall Street
                                      New York, New York 10260-0060
                                      Telex number: 177615
                                      Facsimile number: 212-648-5018


<PAGE>

                                  BANK OF AMERICA, N.A.


                                  By: /s/ JOHN POCALYKO
                                      ------------------------------------------
                                      Title: Managing Director


                                  THE CHASE MANHATTAN BANK


                                  By: /s/ RANDOLPH E. CATES
                                      ------------------------------------------
                                      Title: Vice President


                                  CITIBANK, N.A.


                                  By: /s/ DIANE L. POCKAJ
                                      ------------------------------------------
                                      Title: Vice President


                                  COMMERZBANK AG, NEW YORK AND
                                     GRAND CAYMAN BRANCHES


                                  By: /s/ ROBERT DONOHUE
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  By: /s/ PETER DOYLE
                                      ------------------------------------------
                                      Title: Assistant Vice President




<PAGE>

                                  ABN AMRO BANK N.V.


                                  By: /s/ JAMES S. ADELSHEIM
                                      ------------------------------------------
                                      Title: Group Vice President


                                  By: /s/ ILDIKO E. JUHASZ
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                  THE BANK OF NOVA SCOTIA


                                  By: /s/ W.J. BROWN
                                      ------------------------------------------
                                      Title: Vice President


                                  BARCLAYS BANK PLC


                                  By: /s/ L. PETER YETMAN
                                      ------------------------------------------
                                      Title: Director


                                  BAYERISCHE HYPO-UND VEREINSBANK AG,
                                     NEW YORK BRANCH


                                  By: /s/ MARIANNE WEINZINGER
                                      ------------------------------------------
                                      Title: Director


                                  By: /s/ IMKE ENGELMANN
                                      ------------------------------------------
                                      Title: Associate Director



<PAGE>

                                  CREDIT LYONNAIS, NEW YORK BRANCH


                                  By: /s/ MARY E. COLLIER
                                      ------------------------------------------
                                      Title: Senior Vice President and Manager


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


                                  By: /s/ WOLFGANG WINTER
                                      ------------------------------------------
                                      Title: Managing Director


                                  By: /s/ CHRISTOPHER HOWE
                                      ------------------------------------------
                                      Title: Director


                                  DRESDNER BANK AG, NEW YORK AND
                                     GRAND CAYMAN BRANCHES


                                  By: /s/ DEBORAH SLUSARCZYK
                                      ------------------------------------------
                                      Title: Vice President


                                  By: /s/ JOANNA M. SOLOWSKI
                                      ------------------------------------------
                                      Title: Vice President



<PAGE>

                                  FIRST UNION NATIONAL BANK


                                  By: /s/ GEORGE L. WOOLSEY
                                      ------------------------------------------
                                      Title: Vice President


                                  HSBC BANK USA


                                  By: /s/ KIM LEARY
                                      ------------------------------------------
                                      Title: Vice President


                                  MELLON BANK, N.A.


                                  By: /s/ DANIEL J. LENCKOS
                                      ------------------------------------------
                                      Title: Vice President


                                  WESTDEUTSCHE LANDESBANK GIROZENTRALE


                                  By: /s/ BARRY S. WALDER
                                      ------------------------------------------
                                      Title: Associate


                                  By: /s/ CYNTHIA M. NIESEN
                                      ------------------------------------------
                                      Title: Managing Director




<PAGE>

                                  BANKBOSTON NA


                                  By: /s/  [ILLEGIBLE]
                                      ------------------------------------------
                                      Title: Vice President




                                  BANKONE, NA (MAIN OFFICE: CHICAGO)


                                  By: /s/ ROBERT MCMILLAN
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                  BANQUE NATIONALE DE PARIS


                                  By: /s/ RICHARD L. STED
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  By: /s/ RICHARD PACE
                                      ------------------------------------------
                                      Title: Vice President, Corporate Banking
                                      Division



<PAGE>

                                  CREDIT SUISSE FIRST BOSTON


                                  By: /s/ JAMES R. MORAN
                                      ------------------------------------------
                                      Title: Director


                                  By: /s/ DAVID W. KRATOVIL
                                      ------------------------------------------
                                      Title: Director


                                  SAN PAOLO IMI, SPA B NEW YORK BRANCH


                                  By: /s/ LUCA SACCHI
                                      ------------------------------------------
                                      Title: Vice President


                                  By: /s/ CARLO PERSICO
                                      ------------------------------------------
                                      Title: D. G. M.


                                  NATIONAL AUSTRALIA BANK LIMITED,
                                     A.C.N. 004044937


                                  By: /s/ RICHARD E. UNGER
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  TORONTO DOMINION (TEXAS), INC.


                                  By: /s/ CAROLYN R. FAETH
                                      ------------------------------------------
                                      Title: Vice President



<PAGE>

                              BANCA NAZIONALE DEL LAVORO SpA - NEW YORK BRANCH


                              By: /s/ GIULIO GIOVINE
                                  ------------------------------------------
                                  Title: Vice President


                              By: /s/ LEONARDO VALENTINI
                                  ------------------------------------------
                                  Title: First Vice President


                              THE DAI-ICHI KANGYO BANK, LTD.,
                                 NEW YORK BRANCH


                              By: /s/ ROBER P. GALLAGHER, JR.
                                  ------------------------------------------
                                  Title: Vice President
                                  Corporate Finance Department


                              DEN DANSKE BANK AKTIESELSKAB


                              By: /s/ PETER L. HARGRAVES
                                  ------------------------------------------
                                  Title: Vice President


                              By: /s/ JOHN A. O'NEILL
                                  ------------------------------------------
                                  Title: Vice President


                              THE FUJI BANK, LIMITED


                              By: /s/ RAYMOND VENTURA
                                  ------------------------------------------
                                  Title: Vice President and Manager



<PAGE>

                                  SOCIETE GENERALE NEW YORK BRANCH


                                  By: /s/ ROBERT PETERSEN
                                      ------------------------------------------
                                      Title: Vice President

                                  BANK OF TOKYO-MITSUBISHI TRUST
                                     COMPANY


                                  By: /s/ THOMAS FENNESSEY
                                      ------------------------------------------
                                      Title: Vice President

                                  BAYERISCHE LANDESBANK
                                     GIROZENTRALE


                                  By: /s/ HEREWARD DRUMMOND
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  By: /s/ JAMES H. BOYLE
                                      ------------------------------------------
                                      Title: Vice President


                                  KEYBANK NATIONAL ASSOCIATION


                                  By: /s/ FRANK J. JANCAR
                                      ------------------------------------------
                                      Title: Vice President




<PAGE>

                                  MERRILL LYNCH BANK USA


                                  By: /s/ PRESTON L. JACKSON
                                      ------------------------------------------
                                      Title: President and Chief Executive
                                      Officer



                                  MERRILL LYNCH CAPITAL CORPORATION


                                  By: /s/ JACK LUCID
                                      ------------------------------------------
                                      Title: Vice President



                                  NATIONAL WESTMINSTER BANK PLC


                                  By: /s/ TERRY L. ATHERTON
                                      ------------------------------------------
                                      Title: Corporate Director




<PAGE>

                                  STANDARD CHARTERED BANK


                                  By: /s/ DAVID D. CUTTING
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  By: /s/ SHAFIQ UR RAHMAN
                                      ------------------------------------------
                                      Title: Senior Vice President

                                  AUSTRALIA AND NEW ZEALAND
                                     BANKING GROUP LIMITED


                                  By: /s/ ROBERT SLOAN
                                      ------------------------------------------
                                      Title: First Vice President


                                  BANCA COMMERCIALE ITALIANA - NEW YORK BRANCH


                                  By: /s/ EDWARD BERMANT
                                      ------------------------------------------
                                      Title: First Vice President and Deputy
                                      Manager


                                  By: /s/ JOHN MICHALISIN
                                      ------------------------------------------
                                      Title: First Vice President



<PAGE>

                                  BANCA POPOLARE DI MILANO, NEW YORK BRANCH


                                  By: /s/ FULVIO MONTANARI
                                      ------------------------------------------
                                      Title: First Vice President


                                  By: /s/ PATRICK F. DILLON
                                      ------------------------------------------
                                      Title: Vice President, Chief Credit
                                      Officer


                                  BBL INTERNATIONAL, (U.K.) LTD


                                  By: /s/ G. R. M. WALKER
                                      ------------------------------------------
                                      Title: Authorized Signatory


                                  By: /s/ A. MICHAEL
                                      ------------------------------------------
                                      Title: Authorized Signatory


                                  GOVERNOR AND COMPANY BANK OF
                                     IRELAND


                                  By: /s/ NICOLA CANAVAN
                                      ------------------------------------------
                                      Title: Senior Manager

                                  By: /s/ TOM HAYES
                                      ------------------------------------------
                                      Title: Associate Director



<PAGE>

                                  THE BANK OF NEW YORK


                                  By: /s/ ELIZA S. ADAMS
                                      ------------------------------------------
                                      Title: Vice President

                                  CARIPLO - CASSA DI RISPARMIO DELLE
                                     PROVINCIE LOMBARDE, SPA


                                  By: /s/ MARIA ELENA GREENE
                                      ------------------------------------------
                                      Title: Assistant Vice President


                                  By: /s/ CHARLES W. KENNEDY
                                      ------------------------------------------
                                      Title: First Vice President


                                  COMERICA BANK


                                  By: /s/ MARTIN G. ELLIS
                                      ------------------------------------------
                                      Title: Vice President


                                  CREDIT AGRICOLE INDOSUEZ


                                  By: /s/ BRIAN D. KNEZEAK
                                      ------------------------------------------
                                      Title: First Vice President


                                  By: /s/ KENNETH C. COULTER
                                      ------------------------------------------
                                      Title: Vice President, Senior Relationship
                                      Manager



<PAGE>

                                  CREDIT COMMERCIAL DE FRANCE


                                  By: /s/ GABE J. CSORDAS
                                      ------------------------------------------
                                      Title: Senior Vice President


                                  By: /s/ ELIZABETH A. FALLON
                                      ------------------------------------------
                                      Title: Vice President


                                  KBC BANK N.V.


                                  By: /s/ ROBERT M. SURDAM, JR.
                                      ------------------------------------------
                                      Title: Vice President


                                  By: /s/ ROBERT SNAUFFER
                                      ------------------------------------------
                                      Title: First Vice President


                                  NORDDEUTSCHE LANDESBANK
                                     GIROZENTRALE NEW YORK BRANCH
                                     AND/OR CAYMAN ISLANDS BRANCH


                                  By: /s/ STEPHANIE FINNEN
                                      ------------------------------------------
                                      Title: Vice President


                                  By: /s/ STEPHEN K. HUNTER
                                      ------------------------------------------
                                      Title: Senior Vice President



<PAGE>

                                  THE NORTHERN TRUST COMPANY


                                  By: /s/ MICHELLE D. GRIFFIN
                                      ------------------------------------------
                                      Title: Vice President


                                  PNC BANK, NATIONAL ASSOCIATION


                                  By: /s/ DONALD V. DAVIS
                                      ------------------------------------------
                                      Title: Vice President


                                  UNICREDITO ITALIANO S.P.A.


                                  By: /s/ GIANFRANCO BISAGNI
                                      ------------------------------------------
                                      Title: First Vice President


                                  By: /s/ CHARLES MICHAEL
                                      ------------------------------------------
                                      Title: Vice President



<PAGE>

                                  THE BANK OF N.T. BUTTERFIELD & SON LTD.


                                  By: /s/ R. W. WILSON
                                      ------------------------------------------
                                      Title: Vice President and Head,
                                      Corporate Banking


                                  By: /s/ J. W. RAYNOR
                                      ------------------------------------------
                                      Title: Manager - Corporate Banking


                                  WESTPAC BANKING CORPORATION


                                  By: /s/ LEWIS E. LOVE, JR.
                                      ------------------------------------------
                                      Title: Senior Vice President



<PAGE>


                               COMMITMENT SCHEDULE



Morgan Guaranty Trust Company of New York*                          $145,000,000
Bank of America, N.A.*                                              $135,000,000
The Chase Manhattan Bank*                                           $135,000,000
Citibank, N.A.*                                                     $135,000,000
Commerzbank AG, New York and Grand Cayman Branches*                 $135,000,000
ABN AMRO Bank N.V.                                                  $125,000,000
The Bank of Nova Scotia                                             $125,000,000
Barclays Bank PLC                                                   $125,000,000
Bayerische Hypo - Und Vereinsbank AG, New York Branch               $125,000,000
Credit Lyonnais, New York Branch                                    $125,000,000
Deutsche Bank AG, New York Branch and/or Cayman
   Islands Branch                                                   $125,000,000
Dresdner Bank AG, New York and Grand Cayman Branches                $125,000,000
First Union National Bank                                           $125,000,000
HSBC Bank USA                                                       $125,000,000
Mellon Bank, N.A.                                                   $125,000,000
Westdeutsche Landesbank Girozentrale                                $125,000,000
BankBoston NA                                                       $115,000,000
BankOne, NA (Main Office: Chicago)                                  $115,000,000
Banque Nationale de Paris                                           $115,000,000
Credit Suisse First Boston                                          $115,000,000
San Paolo IMI,  SpA - New York Branch                               $115,000,000
National Australia Bank Limited, A.C.N. 004044937                   $115,000,000
Toronto Dominion (Texas), Inc.                                      $115,000,000
Banca Nazionale del Lavoro SpA B New York Branch                     $83,000,000
The Dai-Ichi Kangyo Bank, Ltd., New York Branch                      $83,000,000
Den Danske Bank Aktieselskab                                         $83,000,000
The Fuji Bank, Limited                                               $83,000,000
Societe Generale New York Branch                                     $83,000,000
Bank of Tokyo-Mitsubishi Trust Company                               $70,000,000
Bayerische Landesbank Girozentrale                                   $70,000,000
KeyBank National Association                                         $70,000,000
Merrill Lynch Bank USA                                               $45,000,000
Merrill Lynch Capital Corporation                                    $25,000,000
National Westminster Bank PLC                                        $70,000,000
Standard Chartered Bank                                              $70,000,000
Australia and New Zealand Banking Group Limited                      $50,000,000
Banca Commerciale Italiana B New York Branch                         $50,000,000
Banca Popolare di Milano, New York Branch                            $50,000,000
BBL International, (U.K.) Ltd                                        $50,000,000
Bank of Ireland                                                      $50,000,000
The Bank of New York                                                 $50,000,000
<PAGE>

Cariplo - Cassa Di Risparmio Delle Provincie Lombarde SpA            $50,000,000
Comerica Bank                                                        $50,000,000
Credit Agricole Indosuez                                             $50,000,000
Credit Commercial de France                                          $50,000,000
KBC Bank N.V.                                                        $50,000,000
Norddeutsche Landesbank Girozentrale New York Branch
   and/or Cayman Islands Branch                                      $50,000,000
The Northern Trust Company                                           $50,000,000
PNC Bank, National Association                                       $50,000,000
Unicredito Italiano S.p.A.                                           $50,000,000
The Bank of N.T. Butterfield & Son Ltd.                              $25,000,000
Westpac Banking Corporation                                          $25,000,000
                                                                  --------------
Total Commitments                                                 $4,500,000,000
                                                                  ==============

------------
*  Denotes Swingline Bank




<PAGE>

                                PRICING SCHEDULE

     The "EURO-CURRENCY MARGIN" and "FACILITY FEE RATE" for any day are the
respective percentages set forth below in the applicable row and column based
upon the Utilization and Status that exist on such day (PROVIDED that for any
day on or after February 9, 2001, the "Euro-Currency Margin" shall be equal to
the respective percentage so determined plus (x) 1.00% per annum for any day on
which Level I Status, Level II Status, Level III Status or Level IV Status
exists or (y) 2.00% per annum for any day on which Level V Status or Level VI
Status exists):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                           Level     Level     Level      Level      Level       Level
     Status                  I        II        III        IV          V         VI
---------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>        <C>        <C>         <C>
Euro-Currency Margin
Utilization < 25%          0.315%    0.430%    0.525%     0.625%     0.7375%     0.800%
Utilization > 25%          0.440%    0.555%    0.650%     0.750%     0.9875%     1.175%
---------------------------------------------------------------------------------------
Facility Fee Rate          0.060%    0.070%    0.100%     0.125%     0.1375%     0.200%
---------------------------------------------------------------------------------------
</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 senior
unsecured 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
senior unsecured 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
senior unsecured 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) (x) the
Borrower's senior unsecured long-term debt is rated BBB or higher by S&P OR Baa2
or higher by Moody's AND (y) the Borrower's commercial paper is rated A2 or
higher by S&P AND P2 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
senior unsecured 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, Level III Status or
Level IV Status exists.

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


<PAGE>

     "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 at any date.

     "UTILIZATION" means, at any date, the percentage equivalent of a fraction
(i) the numerator of which is the aggregate outstanding principal amount of the
Loans at such date and (ii) the denominator of which is the aggregate amount of
the Commitments at such date. If for any reason any Loans remain outstanding
following termination of the Commitments, Utilization shall be deemed to be in
excess of 25%.

     The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities and/or commercial
paper, as the case may be, 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. If the Borrower is split-rated and the ratings
differential is one notch, the higher of the two ratings will apply (E.G., A/A3
results in Level I Status). If the Borrower is split-rated and the ratings
differential is more than one notch, the average of the two ratings (or the
higher of two intermediate ratings) shall be used (E.G., A/Baa1 results in Level
II Status, as does A/Baa2).


                                    2





<PAGE>
                                                                       EXHIBIT A




                                 PROMISSORY NOTE




                                                              New York, New York

                                                                          , 2000




     For value received, TYCO INTERNATIONAL GROUP S.A., a Luxembourg company
(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 (i) if in Dollars, 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, at 60 Wall Street, New York, New
York or (ii) if in an Alternative Currency, in such funds as may then be
customary for the settlement of international transactions in such Alternative
Currency at the place specified for payment thereof pursuant to the Credit
Agreement.

     All Loans made by the Bank, the respective Classes, 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 promissory note is one of the Promissory Notes referred to in the
364-Day Credit Agreement dated as of February 11, 2000 among the Borrower, the
banks listed on the signature pages thereof and Morgan Guaranty Trust Company of
New York, as Agent (as the same may be amended from time to

<PAGE>

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.

     Except as permitted by Section 9.06 of the Credit Agreement, this
Promissory Note may not be assigned by the Bank to any other Person.

     This Promissory Note shall be governed by and construed in accordance with
the laws of the State of New York.



                                      TYCO INTERNATIONAL GROUP S.A.


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


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



                                       2


<PAGE>

                            Promissory Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                   Amount       Class      Amount of       Unpaid
                     of       and Type     Principal     Principal    Maturity     Notation
      Date          Loan       of Loan       Repaid        Amount       Date        Made By
-----------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>            <C>          <C>          <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------
</TABLE>

                                      3

<PAGE>

                                                                       EXHIBIT B

                       FORM OF MONEY MARKET QUOTE REQUEST

[Date]

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

From: Tyco International Group S.A.

      Re:  364-Day Credit Agreement (the "Credit Agreement") dated as of
           February 11, 2000 among the Borrower, the Banks listed on the
           signature pages thereof and the Agent

     We hereby give notice pursuant to Section 2.03 of the Credit Agreement that
we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

     Date of Borrowing: __________________


<TABLE>
<CAPTION>
     PRINCIPAL AMOUNT(1)                         INTEREST PERIOD(2)
     ----------------                            ---------------
     <S>                                         <C>

     $
</TABLE>

     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.

                                      TYCO INTERNATIONAL GROUP S.A.


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


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



---------------
     (1) Amount must be $10,000,000 or larger multiple of $1,000,000.

     (2) Not less than one month (LOBOR Auction) or not less than 30 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.


<PAGE>

                                                                       EXHIBIT C

                   FORM OF INVITATION FOR MONEY MARKET QUOTES


To:  [Name of Bank]

     Re:  Invitation for Money Market Quotes to Tyco International Group S.A.
          (the "Borrower")


     Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of
February 11, 2000 among the Borrower, the Banks parties thereto and the
undersigned, as Agent (the "Credit Agreement"), 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: __________________


<TABLE>
<CAPTION>
     PRINCIPAL AMOUNT                            INTEREST PERIOD
     ----------------                            ---------------
     <S>                                         <C>

     $
</TABLE>


     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 no later than [2:00 P.M.] [9:30 A.M.]
(New York City time) on [date].

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

                                      MORGAN GUARANTY TRUST COMPANY
                                         OF NEW YORK


                                      By
                                         ------------------------------
                                         Authorized Officer




<PAGE>

                                                                       EXHIBIT D

                           FORM OF MONEY MARKET QUOTE

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

Re:  Money Market Quote to Tyco International Group S.A. (the "Borrower")


     In response to your invitation on behalf of the Borrower dated
_____________, 20__, 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

<TABLE>
<CAPTION>
     AMOUNT**          PERIOD***        [MARGIN****]      [ABSOLUTE RATE*****]
     --------          ---------        ------------      --------------------
     <S>               <C>              <C>               <C>

     $

     $
</TABLE>

     [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.

     (notes continued on following page)


<PAGE>

     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 February 11, 2000 (the "Credit Agreement") among the
Borrower, the Banks listed on the signature pages thereof and yourselves, as
Agent, irrevocably obligates us to make the Money Market Loan(s) for which any
offer(s) are accepted, in whole or in part, in accordance with Section 2.03(f)
of the Credit Agreement.

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

                                      Very truly yours,



                                      [NAME OF BANK]


Dated:_____________                   By:__________________________
                                            Authorized Officer



-----------------
*** Not less than one month or not less than 30 days, as specified in the
related Invitation. 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 1/10,000th of 1%).


                                       2

<PAGE>

                                                                       EXHIBIT E

                   Form of Opinion of Chief Corporate Counsel
                                of the Guarantor


                                                     February 11, 2000


To the Banks and the Agent
Named on the Attached Distribution List
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Ladies and Gentlemen:

     I am the Executive Vice President and Chief Corporate Counsel of Tyco
International Ltd., a Bermuda company (the "Guarantor"), which owns all of the
outstanding capital stock of Tyco International Group S.A., a Luxembourg company
(the "BORROWER"). I am rendering this opinion in connection with that certain
364-Day Credit Agreement (the "CREDIT AGREEMENT"), dated as of February 11,
2000, among the Borrower, the Guarantor, the banks listed on the signature pages
thereof (the "BANKS") and Morgan Guaranty Trust Company of New York, as Agent.
This opinion is being delivered to you pursuant to Section 3.01(c) of the Credit
Agreement. Each term defined in the Credit Agreement and used herein, but not
otherwise defined herein, has the meaning ascribed thereto in the Credit
Agreement.

     In connection with the opinion set forth herein, I have caused attorneys
employed under my supervision to review the Credit Agreement, the Promissory
Notes of the Borrower (collectively, the "FINANCING DOCUMENTS"), and have caused
attorneys employed under my supervision to examine originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
records, certificates and instruments as I have deemed relevant and necessary as
a basis for the opinion hereinafter expressed.

     In connection with such examination, I have assumed the genuineness of all
signatures on original documents, the authenticity of all documents submitted
for review as originals, the conformity to the originals of all copies submitted
for review as certified, conformed or photostatic copies, and the authenticity
of the originals of such copies. As to various questions of fact material to
this opinion, I have relied, without independent investigation or verification,
upon statements, representations and certificates of officers and other
representatives of the

<PAGE>

Borrower, the Guarantor and certificates of public officials. In addition,
I have assumed that (i) the Credit Agreement has been validly authorized,
executed and delivered by all parties thereto (other than the Borrower and the
Guarantor), (ii) each party to the Credit Agreement (other than the Borrower and
the Guarantor) has been duly organized and is a corporation or other entity
validly existing and in good standing (to the extent applicable) under the laws
of its respective jurisdiction of organization, with the full corporate or other
organizational power to execute and deliver the Credit Agreement and to perform
its respective obligations thereunder, (iii) the Credit Agreement constitutes
the legal, valid and binding obligations of the respective parties thereto
(other than the Borrower and the Guarantor) enforceable against such parties in
accordance with its terms, (iv) the execution and delivery of the Credit
Agreement by each party thereto (other than the Borrower and the Guarantor) and
the performance by such parties of their respective obligations thereunder do
not violate such parties' respective articles or certificate of incorporation or
by-laws, or other organizational documents, and (v) the execution, delivery and
performance by each party to the Credit Agreement (other than the Borrower and
the Guarantor) and the performance by such parties of their respective
obligations thereunder do not violate any agreement, judgment, injunction,
decree, order of any governmental authority, other instrument, law or regulation
applicable to such party.

     Based upon the foregoing, and subject to the qualifications and assumptions
set forth herein, it is my opinion that:

     1. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Promissory Notes (a) require no action by or in respect of, or
filing with, any governmental body, agency or official, in each case, on the
part of the Borrower; and (b) do not contravene, or constitute a default by the
Borrower under, any provision of (i) applicable law or regulation, or (ii) any
agreement or instrument evidencing or governing debt of the Borrower, or any
other agreement, judgment, injunction, order, decree or other instrument binding
upon the Borrower.

     2. The Credit Agreement constitutes a valid and binding agreement of the
Borrower and each Promissory Note constitutes a valid and binding obligation of
the Borrower.

     3. The performance by the Guarantor of its obligations under the Credit
Agreement (a) requires no action by or in respect of, or filing with, any
governmental body, agency or official, in each case, on the part of the
Guarantor; and (b) does not contravene, or constitute a default by the Guarantor
under, any provision of (i) applicable law or regulation or (ii) any agreement
or instrument evidencing or governing debt of the Guarantor, or any other
agreement, judgment, injunction, order, decree or other instrument binding upon
the Guarantor.

     4. The Credit Agreement constitutes a valid and binding obligation of the
Guarantor.


                                       2
<PAGE>

     5. There is no action, suit or proceeding pending against, or, to the best
of my knowledge, threatened against or affecting, the Guarantor or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable possibility of an adverse decision
which could, based upon the facts and circumstances in existence on the date
hereof, reasonably be expected to have a Material Adverse Effect or which in any
manner draws into question the validity of the Financing Documents.

     6. Each of the Guarantor's corporate Subsidiaries is a corporation validly
existing and in good standing under the laws of its jurisdiction of
incorporation, except where the failure to be so incorporated, existing or in
good standing could not, based upon the facts and circumstances existing on the
date hereof, reasonably be expected to have a Material Adverse Effect, and has
all corporate powers and all Consents required to carry on its business as now
conducted other than those powers and Consents, the failure of which to be
possessed or obtained could not, based upon the facts and circumstances in
existence on the date hereof, reasonably be expected to have a Material Adverse
Effect.

     The opinion set forth herein is subject to the following qualifications and
limitations:

     (a) The enforceability of the Credit Agreement and the Promissory Notes may
be subject to or limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance or transfer or other similar laws and court
decisions, now or hereafter in effect, relating to or affecting the rights of
creditors generally.

     (b) The enforceability of the Credit Agreement and the Promissory Notes is
or will be subject to the application of and may be limited by general
principles of equity including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law). Such principles of equity are of general
application, and in applying such principles a court, among other things, might
not allow a creditor to accelerate maturity of a debt under certain
circumstances including, without limitation, upon the occurrence of a default
deemed immaterial, or might decline to order the Borrower, the Guarantor or any
of the other parties to the Financing Documents to perform covenants. Such
principles as applied by a court might include a requirement that a creditor act
with reasonableness and in good faith. Thus, I express no opinion as to the
validity or enforceability of (i) provisions restricting access to legal or
equitable remedies, such as the specific performance of executory covenants,
(ii) provisions that purport to establish evidentiary standards, (iii)
provisions relating to waivers, severability, set-off, or delay or omission of
enforcement of rights or remedies, and (iv) provisions purporting to convey
rights to persons other than parties to the Financing Documents.


                                       3

<PAGE>

     (c) The remedy of specific performance and injunctive and other forms of
equitable relief are subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.

     I call your attention to the fact that I am admitted to practice law only
in the State of New York and, in rendering the foregoing opinion, I do not
express any opinion as to any laws other than the laws of the State of New York
and the Federal laws of the United States of America. Insofar as the foregoing
opinion involves matters governed by the law of Luxembourg or Bermuda, I have
relied, without independent investigation or verification, upon the respective
opinions of Beghin & Feider in association with Allen & Overy, special
Luxembourg counsel for the Borrower, and of Appleby Spurling & Kempe, special
Bermuda counsel for the Guarantor.

     The opinion expressed herein is based upon the laws in effect on the date
hereof, and I assume no obligation to revise or supplement this opinion should
any such law be changed by legislative action, judicial decision, or otherwise.

     This opinion is being delivered to you solely for your benefit in
connection with the Financing Documents, and neither this opinion nor any part
hereof may be delivered to, or used, referred to or relied upon, by any other
person or for any other purpose without my express prior written consent, except
that any person who is a permitted successor or assign of a Bank in accordance
with the provisions of the Credit Agreement may rely upon this opinion as if it
were specifically addressed and delivered to such person on the date hereof.

                                      Very truly yours,


                                       4

<PAGE>


                                                                       EXHIBIT F


                       Form of Opinion of Special Counsel
                                for the Borrower


To the banks listed on the signature pages
of the Credit Agreement (defined below)
and Morgan Guaranty Trust Company, as Agent
60 Wall Street
New York, New York 10260

Luxembourg, February 11, 2000


                          TYCO INTERNATIONAL GROUP S.A.
               (INCORPORATED WITH LIMITED LIABILITY UNDER THE LAWS
                       OF THE GRAND-DUCHY OF LUXEMBOURG)


Dear Sirs:

     We have acted as your legal advisers in the Grand-Duchy of Luxembourg
("LUXEMBOURG") in connection with the 364-Day Credit Agreement dated as of
February 11, 2000 (the "CREDIT AGREEMENT") among Tyco International Group S.A.,
a Luxembourg company (the "COMPANY"), Tyco International Ltd., a Bermuda company
(the "GUARANTOR"), the Banks listed on the signature pages thereof and Morgan
Guaranty Trust Company of New York, as Agent (the "AGENT"). This opinion is
being delivered to you pursuant to Section 3.01(c) of the Credit Agreement.

     We give this opinion on the basis of and subject to the assumptions and
qualifications set out below.

     1. BASIS OF OPINION

     (a) This opinion is confined to Luxembourg law currently in force and
applied. This opinion is to be construed in accordance with the laws of
Luxembourg.

     (b) For the purpose of giving this opinion, we have examined copies of the
following documents:

          (i) the Credit Agreement;

          (ii) the Promissory Notes executed by the Company on February 11,
     2000;


<PAGE>

          (iii) [a copy of the articles of association of the Company in their
     version of 30th March 1998, filed with the Luxembourg Company Register on
     22 April 1998 and published in the Official Gazette (MEMORIAL) C-N(0) 474
     of 29th June 1998, an amendment to the articles of association of the
     Company by way of a notarial deed dated 6 July 1998 and published in the
     Official Gazette (MEMORIAL) C-N(0) 733 of 10th October 1998, an amendment
     to the articles of association of the Company by way of a notarial deed
     dated 22nd October 1998, not yet published, and an amendment to the
     articles of association of the Company by way of a notarial deed dated
     December 4, 1998, not yet published;][counsel to update]

          (iv) a copy of minutes of a meeting of the board of directors of the
     Company held on ____________ approving the execution of the Credit
     Agreement and the Promissory Notes; and

          (v) such other documents, records, certificates and instruments as we
     have thought necessary or desirable, including information gathered at the
     Luxembourg Company Register and at the District Court of Luxembourg.

     As used herein, the term "FINANCING DOCUMENTS" means the "Financing
Documents" as defined in the Credit Agreement. Terms defined in the Credit
Agreement and used herein, but not otherwise defined herein, have the meanings
ascribed thereto in the Credit Agreement.

     2. ASSUMPTIONS

     With your consent, we have assumed and we have not verified independently:

     (a) that any copies we have examined are complete and accurate copies of
the originals;

     (b) the genuineness and authority of all the signatures, stamps and seals
on all original or copy documents which we have examined;

     (c) that all documents have been duly authorized, executed and delivered
by, and are within the capacity and power of, all the parties thereto, other
than the Company;

     (d) that the documents which are not governed by Luxembourg law are legal,
valid, binding and enforceable in accordance with their terms under their chosen
governing law being the laws of the State of New York; and

     (e) that none of the opinions below would be affected by the laws
(including the public policy) of any jurisdiction outside Luxembourg.



                                       2
<PAGE>

     On the above basis and subject to the assumptions and qualifications set
out above and below, and further subject to any matters, documents, or events
not disclosed to us and to undisclosed matters of fact which would affect the
conclusions set out below, we are of the opinion that:

     3. OPINION

     (a) The Company is a limited liability corporation duly organized and
validly existing under the laws of Luxembourg pursuant to the articles of
association provided in a notarial deed of March 30, 1998, as amended, and was
formerly incorporated under the laws of Gibraltar under the name of Velum
Limited.

     (b) The Company has all company powers and all material governmental
licenses, consents and approvals required to carry on its business as now
conducted (other than such powers or consents the failure of which to be
obtained could not reasonably be expected to have a Material Adverse Effect).

     (c) The execution, delivery and performance by the Company of the Credit
Agreement and the Promissory Notes (i) are within the Company's powers, (ii)
have been duly authorized by all necessary company action, (iii) require no
action by or filing with any governmental body, agency or official, (iv) do not
contravene or constitute a default under (A) applicable law or regulation, (B)
the Company's articles of association or (C) any agreement or instrument
governing debt of the Company or any other material agreement, judgment,
injunction, order, decree or other instrument binding upon the Company.

     (d) The Credit Agreement constitutes a valid and binding agreement of the
Company, and each Promissory Note constitutes a valid and binding obligation of
the Company.

     (e) There is no action, suit or proceeding pending or threatened against or
affecting the Company or any of its Subsidiaries in which there is a reasonable
possibility of an adverse decision which could reasonably be expected to have a
Material Adverse Effect or which in any manner draws into question the validity
of the Financing Documents.

     (f) There is no tax, impost, deduction or withholding imposed by Luxembourg
or any political subdivision thereof on or by virtue of the execution, delivery
or enforcement of the Financing Documents or any other agreement or instrument
relating thereto.

     (g) Each of the Financing Documents to which the Company is a party is in
proper legal form under the laws of Luxembourg for the enforcement thereof
against the Company under the laws of Luxembourg.



                                       3
<PAGE>

     (h) To ensure the legality, validity, enforceability or admissibility in
evidence of the Financing Documents in Luxembourg, it is not necessary that the
Financing Documents or any other document be filed or recorded with any court or
other authority in Luxembourg.

     (i) The choice of the laws of the State of New York to govern the Credit
Agreement and the Promissory Notes is a valid and binding choice of law and will
be recognized and applied by the courts of Luxembourg.

     (j) Any judgment obtained in any federal or New York State court sitting in
New York City, arising out of or in relation to the obligations of the Company
under the Financing Documents would be enforceable in Luxembourg against the
Company.

     4. QUALIFICATIONS

     The foregoing opinion is subject to the following qualifications.

     (a) INSOLVENCY. This opinion is subject to all insolvency and other similar
laws affecting the rights of creditors VIS-A-VIS the Company, including INTER
ALIA suspension of payments, bankruptcy, reorganization or moratorium.

     (b) CORPORATE BENEFIT. The Company may only validly enter the Financing
Documents to which it is a party if and to the extent that such entry does not
threaten its existence or the rights of its creditors and that the Company can
reasonably hope to draw directly or indirectly a corporate benefit, at least in
the long term, from the Financing Documents. We have no indication and no reason
to believe that entering the Financing Documents would be other than for the
corporate benefit of the Company.

     (c) CHOICE OF LAW. The Luxembourg courts (assuming that litigation were
brought to the Luxembourg courts and that Luxembourg courts had jurisdiction)
would not apply a chosen foreign law if:

          (i) it were not pleaded and proven; or

          (ii) if pleaded and proven, such foreign law would be contrary to the
     mandatory rules of Luxembourg law or manifestly incompatible with
     Luxembourg public policy.

     (d) ENFORCEMENT OF JUDGMENTS. The Luxembourg courts would enforce a final
and conclusive judgment against the Company rendered by any federal or New York
State court sitting in New York City in any suit, action or proceedings arising
out of or in relation to the obligations of the Company under the Financing
Documents provided, however, that such judgment would comply with the conditions
imposed by article 678 of the Luxembourg NOUVEAU CODE DE PROCEDURE


                                       4
<PAGE>

CIVILE (i.e., the EXEQUATUR procedure) as currently interpreted by the
Luxembourg courts and doctrine; namely, the foreign judgment

          (i) is final and enforceable in the jurisdiction where it has been
     rendered and complies with the conditions posed by any treaty,

          (ii) has been rendered in accordance with the legal formalities
     applicable in such jurisdiction,

          (iii) emanates from a court having both international (according to
     Luxembourg's conflict of laws rules) and national (according to the law of
     the foreign jurisdiction) competence,

          (iv) applies the substantive law of the country whose law would be
     applied according to Luxembourg's conflict of laws rules; and

          (v) is not contrary to Luxembourg public policy or mandatory rules of
     Luxembourg law.

     (e) JUDGMENT CURRENCY. Any obligation to pay an amount in a currency other
than Luxembourg Francs will be enforceable in Luxembourg only in terms of
Luxembourg Francs, though monetary judgments may be expressed in a foreign
currency and/or its Luxembourg Francs equivalent at the time of payment, and any
loss incurred as a result of a currency exchange fluctuation can be recovered
under Luxembourg law.

     (f) LUXEMBOURG LEGAL CONCEPTS. This opinion shall be construed in
accordance with Luxembourg law and Luxembourg legal concepts are expressed in
English terms and not in their original French terms. The concepts concerned may
not be identical to the concepts described by the same English terms as they
exist under the laws of other jurisdictions. This opinion may, therefore, only
be relied upon under the express condition that any issues of interpretation
arising thereunder will be governed by Luxembourg law and be brought before a
Luxembourg court.

     (g) REGISTRATION. If the Financing Documents are or must be produced in any
court proceedings in Luxembourg or before any official authority in Luxembourg,
registration thereof may be ordered in which case an AD VALOREM tax at the rate
of 0.24 percent of the amount mentioned in the registered document or a fixed
duty of LUF 500 for each of the Financing Documents would then be payable upon
registration.

     (h) BINDING DOCUMENTS. The opinion expressed under (c)(iv)(C) is solely
based upon a review of documents which have been filed by the Company with the
Luxembourg Company Register and the certificate of the Managing Directors of the
Company attached to this opinion as Appendix A.



                                       5
<PAGE>

     (i) LITIGATION. The opinion expressed under (e) above is solely based on
oral information received from the registrar of the district court of
Luxembourg.

     (j) SET-OFF. No opinion can be expressed as to whether the provisions in
the Credit Agreement on set-off (so far as the Company is concerned) would be
effective and enforceable against a Luxembourg insolvency official.

     (k) PENALTY CLAUSE. It is possible that a Luxembourg court (if having
jurisdiction) would consider Section 2.15 of the Credit Agreement whereby the
Borrower may be obliged to pay additional interest on the related Euro-Dollar
loan at a rate PER ANNUM determined by the relevant Bank as a penalty clause
(CLAUSE PENALE).

     Penalty clauses as governed by article 1152 and articles 1226 ET SEQ. of
the Luxembourg civil code are allowed to the extent that they provide for a
reasonable level of damages. The judge has however the right to reduce (or
increase) the amount thereof if it is unreasonably high (or low).

     (l) LANGUAGE DIFFERENCES. It is noted that there are always irreconcilable
differences between languages making it impossible to guarantee a totally
accurate translation or interpretation. In particular, there are always some
legal concepts which exist in one jurisdiction and not in another, and in those
cases it is bound to be difficult to provide a completely satisfactory
translation or interpretation because the vocabulary is missing from the
language. We accept no responsibility for omissions or inaccuracies to the
extent they are attributable to such factors.

     This opinion is as of this date and we undertake no obligation to update
this opinion or advise of changes hereafter occurring.

     We express no opinion as to any matters other than those expressly set
forth herein, and no opinion is, or may be, implied or inferred herefrom.

     This opinion is given for your benefit as Agent for the Banks and it may
be relied upon by you, the Banks as well as your or their assignees,
successors, and your or their legal advisers. It may also be relied upon by
Mark A Belnick, Executive Vice President and Chief Corporate Counsel to the
Parent Guarantor, for the purposes of issuing the opinion required pursuant
to Section 3.01(c)(i) of the Credit Agreement. It may not be relied upon by
any other person. It may not be disclosed to third parties, quoted, referred
to or otherwise used (save as required by law) without our prior written
consent.

                                Yours faithfully,




                                       6
<PAGE>

                                                                       EXHIBIT G

                       Form of Opinion of Special Counsel
                                for the Guarantor




To the Banks and the Agent
Named on Schedule 1 to this Opinion
c/o Morgan Guaranty Trust Company of New York (as Agent)
60 Wall Street
New York, NY 10260 U.S.A.

Dear Sirs,

     RE: TYCO INTERNATIONAL LTD. (THE "COMPANY")

     We have been instructed by the Company, a Bermuda corporation, which owns
all of the issued shares of Tyco International Group S.A., a Luxembourg company
(the "BORROWER"), to address this opinion to you in connection with the Credit
Agreement dated as of February 11, 2000 among the Borrower, the Company, the
Banks listed on the signature pages thereof and the Agent (the "CREDIT
Agreement"), entered into by the Company in connection with all principal of and
interest on amounts loaned to the Borrower under the Financing Documents.

     Unless otherwise defined therein, terms defined in the Credit Agreement
have the same meanings when used in this opinion.

     For the purposes of this opinion, we have been supplied with and have
reviewed, and relied upon the following documents:

     (A) a copy of the executed US $4,500,000,000 364-Day Credit Agreement;

     (B) a copy of the executed Promissory Notes;

     The Documents referred to in (A) and (B) inclusive are together referred to
as the "FINANCING DOCUMENTS".

     (C) certified copies of the Certificate of Incorporation, the Certificate
evidencing the change of name of the Company from ADT Limited to TYCO
International Ltd. and the Memorandum of Association and the By-laws of the
Company;


<PAGE>

     (D) a certified copy of an extract of the minutes of a meeting of the Board
of Directors of the Company held on ____________ (the "Resolutions"); and

     (E) a certified copy of the Share Certificate evidencing ownership by the
Company of the Borrower.

     We also examined and relied upon:

     (A) Certificate of Compliance issued by the Registrar of Companies in
Bermuda in respect of the Company on February [ ], 2000; and

     (B) Our searches of the documents of public record in relation to the
Company maintained by the Registrar of Companies in Bermuda made on February [
], 2000 and of the Causes Book maintained by the Registrar of the Supreme Court
of Bermuda made on the same date (the "Searches").

     In giving this opinion, we have assumed:

          (1) the capacity, power and authority of each of the parties other
     than the Company to execute, deliver and perform its obligations under and
     the due execution and delivery by all parties other than the Company of the
     Financing Documents;

          (2) that each party, other than the Company, has duly authorised,
     executed, delivered and taken such other action as may be required by such
     party to enter into and perform the Financing Documents in the form of the
     execution copies we have reviewed for the purpose of this opinion without
     alteration which is material to this opinion and that all such actions were
     duly authorised when taken;

          (3) that no authorization or approval by, or filing with, any
     governmental or regulatory authority, other than such authorizations,
     approvals and filings as each party other than the Company has obtained or
     made, is necessary for such party to duly execute and deliver, or to duly
     perform all of its obligations under the Financing Documents, or for the
     validity and enforceability of the Financing Documents;

          (4) that each of the Financing Documents constitutes the legal, valid
     and binding obligation of each party to it, other than the Company, and is
     enforceable against each such party in accordance with its terms;



                                       2
<PAGE>

          (5) that the Financing Documents are legal, valid and binding under
     the laws of the State of New York by which they are expressed to be
     governed;

          (6) that the records which were the subject of the Searches on
     February [ ], 2000 were complete and accurate at the time of such searches
     and disclosed all information which is material for the purposes of this
     opinion and such information has not since such date been materially
     altered;

          (7) that there is no provision of the law of any jurisdiction, other
     than Bermuda, which would have any implication in relation to the opinions
     herein expressed;

          (8) the genuineness of all signatures on the documents which we have
     examined;

          (9) the conformity to original documents of all documents produced to
     us as copies and the authenticity of all original documents which, or
     copies of which, have been submitted to us;

          (10) the accuracy and completeness of all factual representations made
     in the Financing Documents, the Resolutions, and any certificates or other
     documents which we have examined and upon which we have relied;

          (11) that the Resolutions are in full force and effect and have not
     been rescinded or altered in any way material to this opinion; and

          (12) that the Company is entering into its obligations under the
     Credit Agreement in good faith and for the purpose of carrying on its
     commercial business in the ordinary course thereof and that there are
     reasonable grounds for believing that the transactions contemplated by the
     Financing Documents will benefit the Company.

     Based upon and subject to the foregoing, and subject to the reservations
set out below, to matters not disclosed to us and matters of fact which would
affect the conclusion set out below and having regard to such legal
considerations as we deem relevant, we are of the opinion that:

     (i) The Company is a company duly incorporated, duly organised and validly
existing under the laws of Bermuda. The Memorandum of Association of the Company
has been duly filed in the office of the Registrar of Companies of Bermuda and
no other filing, recording, publishing or other act is necessary or


                                       3
<PAGE>

appropriate in Bermuda in connection with the transaction as described in
the Credit Agreement except those which have been duly made or performed.

     (ii) The Company has the corporate power and authority to enter into and
perform the Credit Agreement and has taken all corporate action required on its
part to authorise the execution, delivery and performance of the Credit
Agreement.

     (iii) The execution, delivery and performance of the Credit Agreement by
the Company (i) does not and will not violate the Certificate of Incorporation,
Memorandum of Association or Bye-laws of the Company; (ii) conflict with The
Companies Act 1981 or any other law or governmental rule or regulation published
by the Bermuda Government which is applicable to the Company; and (iii) as far
as can be ascertained from the Searches (which are not conclusive) does not and
will not violate or conflict with any judgment, order, decree, injunction or
award of any authority, agency or court in Bermuda to which the Company is
subject.

     (iv) The obligations of the Company as set out in the Credit Agreement
constitute, legal, valid and binding obligations of the Company.

     (v) The Company having been designated as non-resident for the purposes of
the Exchange Control Act 1972, it is not necessary for the consent of any
authority or agency in Bermuda to be obtained to enable the Company to enter
into and perform its obligations set out in the Credit Agreement.

     (vi) The obligations of the Company under the Credit Agreement will rank at
least PARI PASSU in priority of payment with all other unsecured unsubordinated
indebtedness of the Company other than indebtedness which is preferred by virtue
of any provision of Bermuda law of general application.

     (vii) As far as can be ascertained from the Searches (which are not
conclusive), no litigation, arbitration or administrative proceedings of or
before any court, arbitrator or governmental instrumentality of or in Bermuda
is, to the best of our knowledge, pending with respect to the Company in
connection with the Credit Agreement or the transactions contemplated thereby.

     (viii) The Company will be permitted to make all payments under the Credit
Agreement free of any deduction or withholding therefrom in Bermuda and such
payments will not be subject to any tax imposed by the Government of Bermuda or
any taxing authority thereof or therein.

     (ix) The entry into, performance and enforcement of the Credit Agreement
will not give rise to any registration fee or to any stamp, excise or other
similar tax imposed by the Government of Bermuda or any taxing authority thereof
or therein.



                                       4
<PAGE>

     (x) Subject to paragraph (xii) and reservation (f) below, it is not
necessary or advisable under the laws of Bermuda in order to ensure the
validity, effectiveness or enforceability or admissibility in evidence of the
Credit Agreement that the Credit Agreement be filed, registered or recorded with
any Court, public office or other Bermuda regulatory authority.

     (xi) The choice of the laws of the State of New York to govern the Credit
Agreement is a proper, valid and binding choice of law and will be recognised
and applied by the courts of Bermuda provided that the point is specifically
pleaded and that such choice of law is a valid and binding choice of law under
the laws of the State of New York.

     (xii) A final and conclusive judgment obtained in the Courts of the State
of New York or Federal Courts of the United States of America against the
Company based upon the Credit Agreement under which a sum of money is payable
(other than a sum of money payable in respect of taxes or other charges of a
like nature or in respect of a fine or other penalty or in respect of Multiple
Damages as defined in the Protection of Trading Interest Act, 1981) may be the
subject of enforcement proceedings in the Supreme Court of Bermuda, without
re-examination of the merits, under the Common Law Doctrine of Obligation. A
final opinion as to the availability of this remedy should be sought when the
facts surrounding the foreign judgment are known but, on general principles, we
would expect such an application to be successful provided that:

          (A) the Court which gave the judgment was competent to hear the action
     in accordance with private international law principles as applied in
     Bermuda;

          (B) the judgment has not been obtained by fraud;

          (C) the judgment is not and its enforcement would not be contrary to
     public policy of Bermuda;

          (D) the judgment has not been obtained in proceedings contrary to
     natural justice; and

          (E) the correct procedures under the laws of Bermuda are duly complied
     with.

     Neither the Company nor any of its property or assets (or any portion
thereof) enjoys, under the laws of Bermuda, immunity from suit, execution,
attachment or other legal process in any proceedings in Bermuda in connection
with the Credit Agreement.

     Our reservations are as follows:

                                       5
<PAGE>

     (a) We are admitted to practise law in the Islands of Bermuda and we
express no opinion as to any law other than Bermuda law and none of the opinions
expressed herein relates to compliance with or matters governed by the laws of
any jurisdiction except Bermuda.

     (b) Where an obligation is to be performed in a jurisdiction other than
Bermuda, the Courts of Bermuda may refuse to enforce it to the extent that such
performance would be illegal or contrary to public policy under the laws of such
other jurisdiction.

     (c) We express no opinion as to the availability of equitable remedies,
such as specific performance or injunctive relief, or as to matters which are
within the discretion of the Courts of Bermuda such as the award of costs or
questions relating to forum non-conveniens. Further, we express no opinion as to
the validity or binding effect of any waiver of or obligation to waive any
provision of law (whether substantive or procedural) or any right or remedy
arising through circumstances not known at the time of entering into the
Financing Documents.

     (d) We express no opinion as to the validity or the binding effect of any
obligations of the Borrower in the Financing Documents which provide for the
payment by the Borrower of a higher rate of interest on overdue amounts than on
amounts which are current. A Bermuda Court, even if it were applying the laws of
the State of New York might not give effect to such provision as being contrary
to public policy if it could be established that the amount expressed as being
payable was such that the provision was in the nature of a penalty; that is to
say a requirement for a stipulated sum to be paid irrespective of, or
necessarily greater than, the loss likely to be sustained. The Court will
determine and award what it considers to be reasonable damages. Section 9 of The
Interest and Credit Charges (Regulations) Act 1975 provides that the Bermuda
Courts have discretion as to the amount of interest if any payable on the amount
of a judgment after the date of judgment. If the Court does not exercise that
discretion, then interest will accrue at the statutory rate which is currently
7% per annum.

     (e) The obligations of the Company under the Credit Agreement will be
subject to any laws from time to time in effect relating to bankruptcy,
insolvency or liquidation or any other laws or other legal procedures affecting
generally the enforcement of creditors' rights and may also be the subject of
the statutory limitation of the time within which such proceedings may be
brought.

     (f) To the extent that the Financing Documents or the transactions
contemplated thereunder, create or give rise to the creation of any charge over
any assets of the Company, such charge will be registerable under Part V of The
Companies Act 1981 of Bermuda. The fee payable for registration of a charge is
$425.00. Registration is not compulsory and there is no time limit within which
it must be effected. Any charge which is registerable, and which is registered,
under Section 55 of The Companies Act will have priority based on the date that
it is registered and not on the date of its creation (to the extent that
priority of


                                       6
<PAGE>

competing charges are to be determined by reference to Bermuda law) and
will have such priority over any unregistered charge. Accordingly, it is
advisable to register any such charge.

     (g) Any provision in the Financing Documents that certain calculations
and/or certificates will be conclusive and binding will not be effective if such
calculations are fraudulent or erroneous on their face and will not necessarily
prevent enquiry into the merits of any claim by an aggrieved party.

     (h) Where a party is vested with a discretion or may determine a matter in
its opinion, such discretion may have to be exercised reasonably or such an
opinion may have to be based on reasonable grounds.

     (i) Searches in the register of companies at the office of the Registrar of
Companies and in the Supreme Court Causes Book at the Registry of the Supreme
Court are not conclusive and it should be noted that the register of companies
and the Supreme Court Causes Book do not reveal:

          (i) whether an application to the Supreme Court for the appointment of
     a receiver or manager has been presented;

          (ii) details of matters which have been lodged for registration but
     have not actually been registered or to the extent they have been
     registered have not been disclosed or appear in the public records at the
     date the search is concluded;

          (iii) details of matters which should have been lodged for
     registration but have not been lodged for registration at the date the
     search is concluded; or

          (iv) whether a receiver or manager has been appointed privately out of
     the Supreme Court pursuant to the provisions of a debenture or other
     security, unless notice of the fact has been entered in the register of
     charges in accordance with the provisions of the Act.

     (j) A Bermuda Court may refuse to give effect to any provisions of the
Financing Documents in respect of costs of unsuccessful litigation brought
before the Court or where that Court has itself made an order for costs.

     This opinion is issued on the basis that it will be governed by and
construed in accordance with the provisions of Bermuda law and it is limited to
and is given on the basis of the current law and practice in Bermuda and will
not give rise to action in any other jurisdiction. It is issued solely for your
benefit for the purpose of the transactions described in the Credit Agreement
and it is not to be relied upon by any other person (other than permitted
assigns and transferees under the Credit Agreement), or for any other purpose,
without our written prior consent. Mr. Mark A Belnick, Executive Vice President
and Chief Corporate


                                       7
<PAGE>

Counsel of the Company, may rely on our opinion as to matters of Bermuda
law for the purpose of issuing his opinion of even date herewith.

                                Yours faithfully,





                                       8
<PAGE>

                                                                       EXHIBIT H


                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                  FOR THE AGENT



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


Dear Sirs:

     We have participated in the preparation of the 364-Day Credit Agreement
dated as of February 11, 2000 among Tyco International Group S.A., a Luxembourg
company (the "Borrower"), Tyco International Ltd., a Bermuda company (the
"Guarantor"), the banks listed on the signature pages thereof (the "Banks") and
Morgan Guaranty Trust Company of New York, as Agent (the "Agent"), and have
acted as special counsel for the Agent 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.

     Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of each of the Borrower and
the Guarantor, and that each Promissory Note delivered on the date hereof
constitutes 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.

     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, (i) 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

<PAGE>

Bank may charge or collect and (ii) insofar as the foregoing opinion
involves matters governed by the laws of Luxembourg or Bermuda, we have relied,
without independent investigation, upon the respective opinions of Beghin &
Feider in association with Allen & Overy, special Luxembourg counsel for the
Borrower, and of Appleby, Spurling & Kempe, special Bermuda counsel for the
Guarantor, copies of which have been delivered to you.

     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, except that any person
who is a permitted successor or assign of a Bank in accordance with the
provisions of the Credit Agreement may rely upon this opinion as if it were
specifically addressed and delivered to such person on the date hereof.

                                Very truly yours,



                                       2

<PAGE>

                                                                       EXHIBIT I

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     AGREEMENT dated as of _________, ____ among [ASSIGNOR] (the "Assignor"),
[ASSIGNEE] (the "Assignee"), TYCO INTERNATIONAL GROUP S.A. (the "Borrower") and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "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 February 11, 2000 among the
Borrower, the Guarantor, the Assignor and the other Banks party thereto, as
Banks, and the Agent (the "Credit Agreement");

     WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate Dollar 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 Dollar 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 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

<PAGE>

execution and delivery hereof by the Assignor, the Assignee, [the Borrower and
the 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 and
without any representations or warranties of any kind, except that the Assignor
is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim created by 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 facility fees in respect of the Assigned Amount 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 AGENT. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to Section
9.06(c) of the Credit Agreement. The execution of this Agreement by the Borrower
and the 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 the
validity and enforceability of the obligations of the 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.



-------------
     (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.


                                       2

<PAGE>

     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.






                                       3
<PAGE>


     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:
                                          --------------------------------------
                                          Title:


                                      [ASSIGNEE]


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


                                      TYCO INTERNATIONAL GROUP S.A.


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


                                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK


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



                                       4
<PAGE>

                                                                       EXHIBIT J

                              SUBSIDIARY GUARANTEE

                            Dated as of ____________


     WHEREAS, Tyco International Group S.A., a Luxembourg company, has entered
into a 364-Day Credit Agreement dated as of February 11, 2000 (as the same may
be amended from time to time, the "Credit Agreement") among the Borrower, the
banks listed on the signature pages thereof, and Morgan Guaranty Trust Company
of New York, as Agent, pursuant to which the Borrower is or may be entitled,
subject to certain conditions, to borrow up to $4,500,000,000;

     WHEREAS, in conjunction with the transactions contemplated by the Credit
Agreement and in consideration of the financial and other support that the
Borrower has provided, and such financial and other support as the Borrower may
in the future provide, to the undersigned (together with its successors, the
"Guarantor") and in order to induce the Banks and the Agent to enter into the
Credit Agreements and to make Loans thereunder, the Guarantor is willing to
guarantee the obligations of the Borrower under the Credit Agreement and the
Promissory Notes issued thereunder;

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION 1.01. DEFINITIONS. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined. In addition the
following terms, as used herein, have the following meanings:

     "Guaranteed Obligations" means (i) all obligations of the Borrower in
respect of principal of and interest on the Loans and the Promissory Notes, (ii)
all other amounts payable by the Borrower under the Credit Agreement or any
Promissory Note and (iii) all renewals or extensions of the foregoing, in each
case whether now outstanding or hereafter arising. The Guaranteed Obligations
shall include, without limitation, any interest, costs, fees and expenses which
accrue on or with respect to any of the foregoing and are payable by the
Borrower pursuant to the Credit Agreement or any Promissory Note, whether before
or after the commencement of any case, proceeding or other action relating to
the bankruptcy, insolvency or reorganization of any one or more than one of the
Obligors, and any such interest, costs, fees and expenses that would have
accrued thereon or with respect thereto and would have been payable by the
Borrower pursuant to the

<PAGE>

Credit Agreement or Promissory Note but for the commencement of such case,
proceeding or other action.

                                    ARTICLE 2
                                    GUARANTEE

     SECTION 2.01. THE GUARANTEE. Subject to Section 2.03, the Guarantor hereby
unconditionally and irrevocably guarantees to the Banks and the Agent and to
each of them, the due and punctual payment of all Guaranteed Obligations as and
when the same shall become due and payable, whether at maturity, by declaration
or otherwise, according to the terms thereof. This is a guarantee of payment and
not merely of collection. In case of failure by the Borrower punctually to pay
the indebtedness guaranteed hereby, the Guarantor, subject to Section 2.03,
hereby unconditionally agrees to cause such payment to be made punctually as and
when the same shall become due and payable, whether at maturity or by
declaration or otherwise, and as if such payment were made by the Borrower.

     SECTION 2.02. GUARANTEE UNCONDITIONAL. The obligations of the Guarantor
under this Article 2 shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:

     (a) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of any other Obligor under any Financing Document, by
operation of law or otherwise;

     (b) any modification or amendment of or supplement to any Financing
Document (other than as specified in an amendment or waiver of this Subsidiary
Guarantee effected in accordance with Section 2.03);

     (c) any modification, amendment, waiver, release, non-perfection or
invalidity of any direct or indirect security, or of any guaranty or other
liability of any third party, for any obligation of any other Obligor under any
Financing Document;

     (d) any change in the corporate existence, structure or ownership of any
other Obligor, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting any other Obligor or its assets or any resulting release or
discharge of any obligation of any other Obligor contained in any Financing
Document;

     (e) the existence of any claim, set-off or other rights which the Guarantor
may have at any time against any other Obligor, the Agent, any Bank or any other
Person, whether or not arising in connection with the Financing


                                       2
<PAGE>

Documents; PROVIDED that nothing herein shall prevent the assertion of any
such claim by separate suit or compulsory counterclaim;

     (f) any invalidity or unenforceability relating to or against any other
Obligor for any reason of any Financing Document, or any provision of applicable
law or regulation purporting to prohibit the payment by any other Obligor of the
principal of or interest on any Promissory Note or any other amount payable by
any other Obligor under any Financing Document; or

     (g) any other act or omission to act or delay of any kind by any other
Obligor, the Agent, any Bank or any other Person or any other circumstance
whatsoever that might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of the obligations of the Guarantor under this
Article 2.

     SECTION 2.03. LIMIT OF LIABILITY. The Guarantor shall be liable under this
Subsidiary Guarantee only for amounts aggregating up to the largest amount that
would not render its obligations hereunder subject to avoidance under Section
548 of the United States Bankruptcy Code or any comparable provisions of any
other applicable law.

     SECTION 2.04. DISCHARGE; REINSTATEMENT IN CERTAIN CIRCUMSTANCES. Subject to
Section 4.06, the Guarantor's obligations under this Article 2 shall remain in
full force and effect until the Commitments are terminated and the principal of
and interest on the Promissory Notes and all other amounts payable by the
Borrower under the Financing Documents shall have been paid in full. If at any
time any payment of the principal of or interest on any Promissory Note or any
other amount payable by the Borrower under any Financing Document is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any other Obligor or otherwise, the Guarantor's obligations
under this Article 2 with respect to such payment shall be reinstated at such
time as though such payment had become due but had not been made at such time.

     SECTION 2.05. WAIVER. The Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against any
other Obligor or any other Person.

     SECTION 2.06. SUBROGATION AND CONTRIBUTION. (a) The Guarantor irrevocably
waives any and all rights to which it may be entitled, by operation of law or
otherwise, upon making any payment hereunder (i) to be subrogated to the rights
of the payee against the Borrower with respect to such payment or otherwise to
be reimbursed, indemnified or exonerated by any other Obligor in respect thereof
or (ii) to receive any payment, in the nature of contribution or for any other
reason, from any other Obligor with respect to such payment.



                                       3
<PAGE>

     (b) Notwithstanding the provision of subsection (a) of this Section 2.06,
the Guarantor shall have and be entitled to (i) all rights of subrogation or
contribution otherwise provided by law in respect of any payment it may make or
be obligated to make under this Subsidiary Guarantee and (ii) all claims (as
defined under Chapter 11 of Title 11 of the United States Code, as amended, or
any successor statute (the "Bankruptcy Code")) it would have against the
Borrower or any other Guarantor (each an "Other Party") in the absence of
subsection (a) of this Section 2.06 and to assert and enforce the same, in each
case on and after, but at no time prior to, the date (the "Subrogation Trigger
Date") which is one year and five days after the Termination Date if, but only
if, (x) no Default or Event of Default of the type described in Section 6.01 of
the Credit Agreement with respect to the relevant Other Party has existed at any
time on and after the date of this Subsidiary Guarantee to and including the
Subrogation Trigger Date and (y) the existence of such Guarantor's rights under
this clause (b) would not make such Guarantor a creditor (as defined in the
Bankruptcy Code) of such Other Party in any insolvency, bankruptcy,
reorganization or similar proceeding commenced on or prior to the Subrogation
Trigger Date.

     SECTION 2.07. STAY OF ACCELERATION. If acceleration of the time for payment
of any amount payable by the Borrower under the Financing Documents is stayed
upon the insolvency, bankruptcy or reorganization of the Borrower, all such
amounts otherwise subject to acceleration under the terms of the Financing
Documents shall nonetheless be payable by the Guarantor hereunder forthwith on
demand by the Agent made at the request of the Required Banks.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

     The Guarantor represents and warrants to the Agent and the Banks that:

     SECTION 3.01. CORPORATE EXISTENCE AND POWER. The Guarantor is a corporation
duly incorporated, validly existing and in good standing under the laws of
__________.

     SECTION 3.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.
The execution, delivery and performance by the Guarantor of this Subsidiary
Guarantee:

     (a) are within the Guarantor's corporate powers;

     (b) have been duly authorized by all necessary corporate action on the part
of the Guarantor;

     (c) require no action by or in respect of, or filing with, any governmental
body, agency or official, in each case, on the part of the Guarantor; and



                                       4
<PAGE>

     (d) do not contravene, or constitute a default by the Guarantor under, any
provision of (i) applicable law or regulation, (ii) the certificate of
incorporation or by-laws of the Guarantor, or (iii) any agreement or instrument
evidencing or governing Debt of the Guarantor or any other material agreement,
judgment, injunction, order, decree or other instrument binding upon the
Guarantor.

     SECTION 3.03. BINDING EFFECT. This Subsidiary Guarantee constitutes a valid
and binding obligation of the Guarantor.

     SECTION 3.04. NOT AN INVESTMENT COMPANY. The Guarantor is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

                                    ARTICLE 4
                                  MISCELLANEOUS

     SECTION 4.01. NOTICES. All notices, requests and other communications to be
made to or by the Guarantor hereunder shall be in writing (including, without
limitation, bank wire, telex, facsimile transmission or similar writing) and
shall be given: (a) if to the Guarantor, to it at its address or facsimile
number set forth on the signature pages hereof or such other address or
facsimile number as the Guarantor may hereafter specify for the purpose by
notice to the Agent and (b) if to any party to the Credit Agreement, to it at
its address or telex or facsimile number for notices specified in or pursuant to
the Credit Agreement. Each such notice, request or other communication shall be
effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section 4.01 and the appropriate answerback is
received, (ii) if given by facsimile, when such facsimile is transmitted to the
facsimile transmission number specified in this Section 4.01 and electronic,
telephonic or other appropriate confirmation of receipt thereof is received by
the sender, (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 specified in
this Section 4.01.

     SECTION 4.02. NO WAIVER. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege under this Subsidiary Guarantee or any
other Financing Document 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 and therein provided shall be cumulative and not exclusive of any rights
or remedies provided by law.

     SECTION 4.03. AMENDMENTS AND WAIVERS. Any provision of this Subsidiary
Guarantee may be amended or waived if, and only if, such amendment


                                       5
<PAGE>

or waiver is in writing and is signed by the Guarantor and the Agent with
the prior written consent of the Required Banks under the Credit Agreement.

     SECTION 4.04. SUCCESSORS AND ASSIGNS. This Subsidiary Guarantee is for the
benefit of the Banks and the Agent and their respective successors and assigns
and in the event of an assignment of the Loans, the Promissory Notes or other
amounts payable under the Financing Documents, the rights hereunder, to the
extent applicable to the indebtedness so assigned, shall be transferred with
such indebtedness. All the provisions of this Subsidiary Guarantee shall be
binding upon the Guarantor and its successors and assigns.

     SECTION 4.05. TAXES. All payments by the Guarantor hereunder shall be made
free and clear of Taxes in accordance with Section 8.04 of the Credit Agreement.
If the Guarantor is organized under the laws of, or has its principal place of
business in, a jurisdiction outside the United States, this Section 4.05 shall
be modified in a manner satisfactory to the Agent and the Guarantor to indemnify
for any foreign taxes which may be applicable.

     SECTION 4.06. EFFECTIVENESS; TERMINATION. (a) This Subsidiary Guarantee
shall become effective when the Agent shall have received a counterpart hereof
signed by the Guarantor.

     (b) The Guarantor may at any time elect to terminate this Subsidiary
Guarantee and its obligations hereunder, PROVIDED that, after giving effect
thereto, no Default shall have occurred and be continuing; and PROVIDED FURTHER
that this Subsidiary Guarantee may not be so terminated in respect of any
Guarantor which is at the time a guarantor of TycoLux Debt Securities under the
Indenture. If the Guarantor so elects to terminate this Subsidiary Guarantee, it
shall give the Agent notice to such effect, which notice shall be accompanied by
a certificate of a Responsible Officer to the effect that, after giving effect
to such termination, no Default shall have occurred and be continuing. The Agent
may if it so elects conclusively rely on such certificate. Upon receipt of such
notice and such certificate, unless the Agent determines that a Default shall
have occurred and be continuing, the Agent shall promptly deliver to the
Guarantor the counterpart of this Subsidiary Guarantee delivered to the Agent
pursuant to Section 4.06(a), and upon such delivery this Subsidiary Guarantee
shall terminate and the Guarantor shall have no further obligations hereunder.

     SECTION 4.07. GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) THIS
SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE GUARANTOR 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 SUBSIDIARY GUARANTEE
OR THE


                                       6
<PAGE>

TRANSACTIONS CONTEMPLATED HEREBY. THE GUARANTOR 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.

     (b) If the Guarantor is not organized under the laws of the United States
of America or a State thereof:

          (i) APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Guarantor hereby
     irrevocably designates and appoints CT Corporation System having an office
     on the date hereof at 111 Eighth Avenue, New York, New York 10011 as its
     authorized agent, to accept and acknowledge on its behalf, service or any
     and all process which may be served in any suit, action or proceeding of
     the nature referred to in subsection (a) above in any federal or New York
     State court sitting in New York City. The Guarantor represents and warrants
     that such agent has agreed in writing to accept such appointment and that a
     true copy of such designation and acceptance has been delivered to the
     Agent. Such designation and appointment shall be irrevocable until all
     principal and interest and all other amounts payable hereunder shall have
     been paid in full in accordance with the provisions hereof. If such agent
     shall cease so to act, the Guarantor covenants and agrees to designate
     irrevocably and appoint without delay another such agent satisfactory to
     the Agent and to deliver promptly to the Agent evidence in writing of such
     other agent's acceptance of such appointment.

          (ii) SERVICE OF PROCESS. The Guarantor hereby consents to process
     being served in any suit, action, or proceeding of the nature referred to
     in subsection (a) above in any federal or New York State court sitting in
     New York City by service of process upon the agent of the Guarantor, as the
     case may be, for service of process in such jurisdiction appointed as
     provided in subsection (b)(i) above; PROVIDED that, to the extent lawful
     and possible, written notice of said service upon such agent shall be
     mailed by registered airmail, postage prepaid, return receipt requested, to
     the Guarantor at its address specified on the signature pages hereof or to
     any other address of which the Guarantor shall have given written notice to
     the Agent. The Guarantor irrevocably waives, to the fullest extent
     permitted by law, all claim of error by reason of any such service and
     agrees that such service shall be deemed in every respect effective service
     of process upon the Guarantor in any such suit, action or proceeding and
     shall, to the fullest extent permitted by law, be taken and held to be
     valid and personal service upon and personal delivery to the Guarantor.



                                       7
<PAGE>

          (iii) NO LIMITATION ON SERVICE OR SUIT. Nothing in this Section 4.07
     shall affect the right of the Agent or any Bank to serve process in any
     other manner permitted by law or limit the right of the Agent or any Bank
     to bring proceeding against the Guarantor in the courts of any jurisdiction
     or jurisdictions.

     SECTION 4.08. WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS SUBSIDIARY GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     SECTION 4.09. JUDGMENT CURRENCY. If, under any applicable law and whether
pursuant to a judgment being made or registered against the Guarantor or for any
other reason, any payment under or in connection with this Subsidiary Guarantee,
is made or satisfied in a currency (the "Other Currency") other than that in
which the relevant payment is due (the "Required Currency") then, to the extent
that the payment (when converted into the Required Currency at the rate of
exchange on the date of payment or, if it is not practicable for the party
entitled thereto (the "Payee") to purchase the Required Currency with the other
Currency on the date of payment, at the rate of exchange as soon thereafter as
it is practicable for it to do so) actually received by the Payee falls short of
the amount due under the terms of this Subsidiary Guarantee, the Guarantor
shall, to the extent permitted by law, as a separate and independent obligation,
indemnify and hold harmless the Payee against the amount of such short-fall. For
the purpose of this Section, "rate of exchange" means the rate at which the
Payee is able on the relevant date to purchase the Required Currency with the
Other Currency and shall take into account any premium and other costs of
exchange.



                                       8
<PAGE>

     IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed by its authorized officer as of the date first above written.

                                 [GUARANTOR]



                                      By
                                          -------------------------------
                                          Title:
                                          [Address]
                                          Facsimile Number:


                                       9
<PAGE>


                                                                       EXHIBIT K

            [Form of Opinion of Counsel for the Subsidiary Guarantor]






To the Banks and the Agent
Named on the Attached Distribution List
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260

Ladies and Gentlemen:

     I am the [Associate] General Counsel of Tyco International Group S.A., a
Luxembourg company (the "Borrower"), and have acted as counsel for [name of
Subsidiary Guarantor] (the "Guarantor"), and am rendering this opinion in
connection with that certain Subsidiary Guarantee (the "Subsidiary Guarantee"),
dated as of __________, entered into by the Guarantor, pursuant to that certain
364-Day Credit Agreement dated as February 11, 2000 (the "Credit Agreement"),
among the Borrower, the banks listed on the signature pages thereof (the
"Banks") and Morgan Guaranty Trust Company of New York, as Agent. Each term
defined in the Subsidiary Guarantee and used herein, but not otherwise defined
herein, has the meaning ascribed thereto in the Subsidiary Guarantee. This
opinion is being delivered to you pursuant to the Credit Agreement.

     In connection with the opinion set forth herein, I have reviewed the Credit
Agreement, the Promissory Notes and the Subsidiary Guarantee and have examined
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the [Certificate of Incorporation] and By-laws of the Guarantor, each as in
effect on the date hereof and (ii) such other documents, records, certificates
and instruments as I have deemed relevant and necessary as a basis for the
opinion hereinafter expressed.

     In my examination, I have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to me as
originals, the conformity to the originals of all copies submitted to be as
certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. As to various questions of fact material to this
opinion, I have relied, without independent investigation or verification, upon
statements, representations and certificates of officers and other
representatives of the Guarantor and certificates of public officials.


<PAGE>

         Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, it is my opinion that:

     (1) The Guarantor is a corporation duly incorporated, validly existing and
in good standing under the laws of _________________.

     (2) The execution, delivery and performance by the Guarantor of the
Subsidiary Guarantee (a) are within the Guarantor's corporate powers; (b) have
been duly authorized by all necessary corporate action on the part of the
Guarantor; (c) require no action by or in respect of, or filing on the part of
the Guarantor with, any governmental body, agency or official, in each case, on
the part of the Guarantor; and (d) do not contravene, or constitute a default by
the Guarantor under, any provision of (i) applicable law or regulation, (ii) the
certificate of incorporation or by-laws of the Guarantor or, (iii) any agreement
or instrument evidencing or governing Debt of the Guarantor, or any other
material agreement, judgment, injunction, order, decree or other instrument
binding upon the Guarantor.

     (3) The Subsidiary Guarantee constitutes a valid and binding obligation of
the Guarantor.

     (4) The Guarantor is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

     The opinion set forth herein is subject to the following qualifications and
limitations:

     (a) The enforceability of the Subsidiary Guarantee may be subject to or
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent conveyance or transfer or other similar laws and court decisions, now
or hereafter in effect, relating to or affecting the rights of creditors
generally.

     (b) The enforceability of the Subsidiary Guarantee is or will be subject to
the application of and may be limited by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at law).
Such principles of equity are of general application, and in applying such
principles a court, among other things, might not allow a creditor to accelerate
maturity of a debt under certain circumstances including, without limitation,
upon the occurrence of a default deemed immaterial, or might decline to order
the Guarantor to perform covenants. Such principles as applied by a court might
include a requirement that a creditor act with reasonableness and in good faith.
Thus, I express no opinion as to the validity or enforceability of (i)
provisions restricting access to legal or equitable remedies, such as the
specific performance of executory covenants, (ii) provisions that purport to
establish evidentiary standards, (iii) provisions relating to waivers,
severability, set-off, or delay or



                                       2
<PAGE>

omission of enforcement of rights or remedies, and (iv) provisions
purporting to convey rights to persons other than parties to the Subsidiary
Guarantee.

     (c) The remedy of specific performance and injunctive and other forms of
equitable relief are subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.

     (d) I have not been requested to render, and with your permission I do not
express, any opinion as to the applicability to any provisions of the Subsidiary
Guarantee, of Section 548 of the Federal Bankruptcy Code, Article 10 of the New
York Debtor & Creditor Law, or any other fraudulent conveyance, insolvency or
transfer laws or any court decisions with respect to any of the foregoing.

     I call your attention to the fact that I am admitted to practice law only
in the State of New York and the Commonwealth of Massachusetts, and, in
rendering the foregoing opinion, I do not express any opinion as to any laws
other than the laws of [the jurisdiction of incorporation of the Guarantor], the
State of New York, the Commonwealth of Massachusetts and the Federal laws of the
United States of America.

     The opinion expressed herein is based upon the laws in effect on the date
hereof, and I assume no obligation to revise or supplement this opinion should
any such law be changed by legislative action, judicial decision, or otherwise.




                                       3
<PAGE>


     This opinion is being delivered to you solely for your benefit in
connection with the Subsidiary Guarantee, and neither this opinion nor any part
hereof may be delivered to, or used, referred to or relied upon, by any other
person or for any other purpose without my express prior written consent, except
that any person who is a permitted successor or assign of a Bank in accordance
with the provisions of the Credit Agreement may rely upon this opinion as if it
were specifically addressed and delivered to such person on the date hereof.

                              Very truly yours,




                                     4

<PAGE>

                                                                       EXHIBIT L

                             MANDATORY COSTS RATE

1.   DEFINITIONS

     In this Exhibit:

     "ACT" means the Bank of England Act of 1998.

     The terms "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
     ascribed to them under or pursuant to the Act or by the Bank of England (as
     may be appropriate), on the day of the application of the formula.

     "FEE BASE" has the meaning ascribed to it for the purposes of, and shall be
     calculated in accordance with, the Fees Regulations.

     "FEES REGULATIONS" means, as appropriate, either:

     (a)  the Banking Supervision (Fees) Regulations 1998; or

     (b)  such regulations as from time to time may be in force, relating to the
          payment of fees for banking supervision in respect of periods
          subsequent to March 31, 1999.

     "FSA" means the Financial Services Authority.

     Any reference to a provision of any statute, directive, order or regulation
     herein is a reference to that provision as amended or re-enacted from time
     to time.

2.   CALCULATION OF THE MANDATORY COSTS RATE

     The Mandatory Costs Rate is an addition to the interest rate on each
     Euro-Currency Loan or any other sum on which interest is to be calculated
     to compensate the Banks for the cost attributable to each Euro-Currency
     Loan or such sum resulting from the imposition from time to time under or
     pursuant to the Act and/or by the Bank of England and/or the FSA (or other
     United Kingdom governmental authorities or agencies) of a requirement to
     place non-interest bearing or Special Deposits (whether interest bearing or
     not) with the Bank of England and/or pay fees to the FSA calculated by
     reference to liabilities used to fund the relevant Euro-Currency Loan or
     such sum.

     The "MANDATORY COSTS RATE" will be the rate determined by the Agent to be
     equal to the arithmetic mean (rounded upward, if necessary, to the next
     higher 1/100 of 1%) of the respective rates notified by each of the




<PAGE>

     Reference Banks to the Agent as the rate resulting from the application of
     the following formula:

     FOR STERLING:

              XL + S(L-D) + F X 0.01
              ----------------------
                  100 - (X + S)

     FOR OTHER ALTERNATIVE CURRENCIES:

              F x 0.01
              --------
                300

     where on the day of application of the formula:

X    is the percentage of Eligible Liabilities (in excess of any stated minimum)
     by reference to which such Reference Lender is required under or pursuant
     to the Act to maintain cash ratio deposits with the Bank of England;

L    is the rate of interest (exclusive of Euro-Currency Margin and Mandatory
     Costs Rate) payable on that day on the related Euro-Currency Loan or unpaid
     sum pursuant to this Agreement;

F    is the rate of charge payable by such Reference Lender to the FSA pursuant
     to the Fees Regulations and expressed in pounds per ,1 million of the Fee
     Base of such Reference Lender;

S    is the level of interest-bearing Special Deposits, expressed as a
     percentage of Eligible Liabilities, which such Reference Lender is required
     to maintain by the Bank of England (or other United Kingdom governmental
     authorities or agencies); and

D    is the percentage rate per annum payable by the Bank of England to such
     Reference Lender on Special Deposits.

     (X, L, S and D are to be expressed in the formula as numbers and not as
     percentages. A negative result obtained from subtracting D from L shall be
     counted as zero.)

     If any Reference Bank fails to notify any such rate to the Agent, the
     Mandatory Costs Rate shall be determined on the basis of the rate(s)
     notified to the Agent by the remaining Reference Bank(s).

     The Mandatory Costs Rate attributable to a Euro-Currency Loan or other sum
     for any period shall be calculated at or about 11:00 A.M. (London time) on
     the first day of such period for the duration of such period.




                                       2

<PAGE>

     The determination of Mandatory Costs Rate by the Agent in relation to any
     period shall, in the absence of manifest error, be conclusive and binding
     on all parties hereto.

3.   CHANGE OF REQUIREMENTS

     If there is any change in circumstance (including the imposition of
     alternative or additional requirements) which in the reasonable opinion of
     the Agent renders or will render the above formula (or any element thereof,
     or any defined term used therein) inappropriate or inapplicable, the Agent
     shall (with the written consent of the Borrower, which shall not be
     unreasonably withheld) be entitled to vary the same. Any such variation
     shall, in the absence of manifest error, be conclusive and binding on all
     parties and shall apply from the date specified in such notice.







                                       3