<PAGE>


                                                                 EXHIBIT 10.20
                                                                CONFORMED COPY
==============================================================================






                            364-DAY CREDIT AGREEMENT


                                   dated as of


                                 March 30, 2000


                                      among


                        EDWARDS LIFESCIENCES CORPORATION
                                   as Borrower


                            The Lenders Party Hereto


                            THE CHASE MANHATTAN BANK
                             as Administrative Agent


                                 BANK ONE, N.A.
                              as Syndication Agent

                                       and

                           CREDIT SUISSE FIRST BOSTON
                             as Documentation Agent

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


                              CHASE SECURITIES INC.
                                   as Arranger



==============================================================================



<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                      Page

                                    ARTICLE I

                                   DEFINITIONS

<S>                                                                                                  <C>
SECTION 1.01.  Defined Terms.............................................................................1
SECTION 1.02.  Classification of Loans and Borrowings...................................................13
SECTION 1.03.  Terms Generally..........................................................................13
SECTION 1.04.  Accounting Terms; GAAP...................................................................14



                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.  Commitments..............................................................................14
SECTION 2.02.  Loans and Borrowings.....................................................................14
SECTION 2.03.  Requests for Revolving Borrowings........................................................15
SECTION 2.04.  Competitive Bid Procedure................................................................15
SECTION 2.05.  Funding of Borrowings....................................................................18
SECTION 2.06.  Repayment of Borrowings; Evidence of Debt................................................18
SECTION 2.07.  Interest Elections.......................................................................19
SECTION 2.08.  Termination, Reduction and Extension of Commitments......................................20
SECTION 2.09.  Increase in Commitments .................................................................21
SECTION 2.10.  Prepayment of Loans......................................................................23
SECTION 2.11.  Fees.....................................................................................24
SECTION 2.12.  Interest.................................................................................24
SECTION 2.13.  Alternate Rate of Interest...............................................................25
SECTION 2.14.  Increased Costs..........................................................................25
SECTION 2.15.  Break Funding Payments...................................................................27
SECTION 2.16.  Taxes....................................................................................27
SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs...............................28
SECTION 2.18.  Mitigation Obligations; Replacement of Lenders...........................................30



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Corporate Existence and Standing.........................................................30
SECTION 3.02.  Authorization; No Violation..............................................................31
SECTION 3.03.  Governmental Consents....................................................................31
SECTION 3.04.  Validity.................................................................................31
SECTION 3.05.  Litigation...............................................................................31
SECTION 3.06.  Financial Statements; No Material Adverse Change.........................................31




<PAGE>

                                                                                                         2


SECTION 3.07.  Investment Company Act...................................................................31
SECTION 3.08.  Regulation U.............................................................................32
SECTION 3.09.  Environmental Matters....................................................................32
SECTION 3.10.  Disclosure...............................................................................32
SECTION 3.11.  Year 2000 Compliance.....................................................................32
SECTION 3.12   Subsidiary Guarantors....................................................................32
SECTION 3.13   Solvency.................................................................................32


                                   ARTICLE IV

                                   CONDITIONS

SECTION 4.01.  Effective Date...........................................................................33
SECTION 4.02.  Each Credit Event........................................................................34


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01.  Payment of Taxes, Etc. ..................................................................34
SECTION 5.02.  Maintenance of Insurance.................................................................34
SECTION 5.03.  Preservation of Existence, Etc. .........................................................35
SECTION 5.04.  Compliance with Laws, Etc. ..............................................................35
SECTION 5.05.  Keeping of Books.........................................................................35
SECTION 5.06.  Inspection...............................................................................35
SECTION 5.07.  Reporting Requirements...................................................................35
SECTION 5.08.  Use of Proceeds..........................................................................37
SECTION 5.09.  Guarantee Requirement....................................................................37

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.  Subsidiary Debt..........................................................................37
SECTION 6.02.  Liens, Etc. .............................................................................37
SECTION 6.03.  Sale and Leaseback Transactions..........................................................40
SECTION 6.04.  Merger, Etc. ............................................................................40
SECTION 6.05.  Change in Business.......................................................................41
SECTION 6.06.  Certain Restrictive Agreements...........................................................41
SECTION 6.07.  Leverage Ratio...........................................................................41
SECTION 6.08.  Interest Coverage Ratio..................................................................41
SECTION 6.09   Spin-Off.................................................................................41



<PAGE>

                                                                                                         3

                                   ARTICLE VII

Events of Default.......................................................................................42


                                  ARTICLE VIII

The Administrative Agent................................................................................44


                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01.  Notices..................................................................................47
SECTION 9.02.  Waivers; Amendments......................................................................47
SECTION 9.03.  Expenses; Indemnity; Damage Waiver.......................................................48
SECTION 9.04.  Successors and Assigns...................................................................49
SECTION 9.05.  Survival.................................................................................51
SECTION 9.06.  Counterparts; Integration; Effectiveness.................................................52
SECTION 9.07.  Severability.............................................................................52
SECTION 9.08.  Right of Setoff..........................................................................52
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process...............................52
SECTION 9.10.  Waiver of Jury Trial.....................................................................53
SECTION 9.11.  Headings.................................................................................53
SECTION 9.12.  Confidentiality..........................................................................53
SECTION 9.13.  Conversion of Currencies.................................................................54

</TABLE>

SCHEDULES:

<TABLE>
<S>                     <C>

Schedule 1.01       --  Subsidiary Guarantors
Schedule 2.01       --  Lenders and Commitments
Schedule 2.17       --  Payment Instructions
Schedule 6.01       --  Debt of Material Subsidiaries
Schedule 6.02       --  Security Interests

</TABLE>

EXHIBITS:

<TABLE>

<S>                    <C>
Exhibit A         --   Form of Assignment and Acceptance
Exhibit B         --   Form of Subsidiary Guarantee Agreement
Exhibit C         --   Form of Indemnity, Subrogation and Contribution Agreement
Exhibit D-1       --   Form of Opinion of Counsel for the Company
Exhibit D-2       --   Form of Opinion of General Counsel of the Company
Exhibit E         --   Form of Side Letter from Baxter

</TABLE>



<PAGE>


                                   364-DAY CREDIT AGREEMENT dated as of March
                          30, 2000, among EDWARDS LIFESCIENCES CORPORATION, a
                          Delaware corporation (the "Company"); the LENDERS
                          from time to time party hereto; THE CHASE MANHATTAN
                          BANK, as Administrative Agent; BANK ONE, N.A., as
                          Syndication Agent; and CREDIT SUISSE FIRST BOSTON, as
                          Documentation Agent.


                  The Company has requested the Lenders (such term and each
other capitalized term used and not otherwise defined herein having the
meaning assigned to it in Article I) to extend credit in the form of a
revolving credit facility under which the Company may obtain Loans in US
Dollars in an aggregate principal amount at any time outstanding that will
not result in the sum of the Revolving Exposures and the Competitive Loan
Exposures exceeding $220,000,000. The Company has also requested the Lenders
to provide a procedure pursuant to which the Company may invite the Lenders
to bid on an uncommitted basis on short-term Loans to the Company. The
proceeds of borrowings hereunder and under the Five Year Credit Agreement on
the Initial Borrowing Date in an aggregate amount of up to $550,000,000 are
to be used to pay Baxter for assets transferred to the Company in connection
with the Spin-Off or to repay intercompany debt owed to Baxter and
outstanding immediately prior to the Spin-Off; proceeds of the other
borrowings hereunder are to be used for general corporate purposes of the
Company and their subsidiaries.

                  The Lenders are willing to establish the credit facility
referred to in the preceding paragraph upon the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "AFFILIATE" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

                  "AGREEMENT CURRENCY" has the meaning assigned to such term in
Section 9.13(b).


<PAGE>

                                                                               2

                  "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "APPLICABLE RATE" means, for any day, with respect to (i) any
Loan of any Type or (ii) the facility fees payable hereunder, as the case may
be, the applicable rate per annum set forth under the appropriate caption in the
table below, based upon the Leverage Ratio as of the most recent determination
date:

<TABLE>
<CAPTION>

=================== ========================== ================== ===================== ==================
                                                   FACILITY                                ABR SPREAD
                            LEVERAGE              FEE (BASIS      LIBOR SPREAD (BASIS     (BASIS POINTS
     CATEGORY                 RATIO            POINTS PER ANNUM)   POINTS PER ANNUM)       PER ANNUM)
=================== ========================== ================== ===================== ==================
<S>                 <C>                        <C>                <C>                   <C>
=================== ========================== ================== ===================== ==================
Category 1          < 2.25                           12.5                 62.5                  0
=================== ========================== ================== ===================== ==================
Category 2          > 2.25 and < 2.75                15.0                 85.0                  0
=================== ========================== ================== ===================== ==================
Category 3          > 2.75 and < 3.25                17.5                107.5                 25.0
=================== ========================== ================== ===================== ==================
Category 4          > 3.25                           20.0                130.0                50.0
=================== ========================== ================== ===================== ==================
</TABLE>

Except as set forth below, the Leverage Ratio used on any date to determine the
Applicable Rate shall be that in effect at the end of the most recent fiscal
quarter for which financial statements shall have been delivered pursuant to
Section 5.07(a) or (b); PROVIDED that if any financial statements required to
have been delivered under Section 5.07(a) or (b) shall not at any time have been
delivered, the Applicable Rate shall, until such financial statements shall have
been delivered, be determined by reference to Category 4 in the Table above.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

                  "ATTRIBUTABLE DEBT" means, in connection with any Sale and
Leaseback Transaction, the present value (discounted in accordance with GAAP at
the discount rate implied in the lease) of the obligations of the lessee for
rental payments during the term of the lease.

                  "BAXTER" means Baxter International Inc., a Delaware
corporation and, prior to the Spin-Off, the owner of all the issued and
outstanding capital stock of the Company.

                  "BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.


<PAGE>

                                                                               3

                  "BORROWING" means Loans (including one or more Competitive
Loans) of the same Class and Type, made, converted or continued on the same date
and, in the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single
Interest Period is in effect.

                  "BORROWING MINIMUM" means  $5,000,000.

                  "BORROWING MULTIPLE" means  $1,000,000.

                  "BORROWING REQUEST" means a request by a Borrower for a
Revolving Borrowing in accordance with Section 2.03.

                  "BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; PROVIDED, that when used in connection with a
Eurocurrency Loan, the term "BUSINESS DAY" shall also exclude any day on which
banks are not open for dealings in deposits in US Dollars in the London
interbank market.

                  "CHANGE IN CONTROL" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
of shares representing more than 30% of the aggregate ordinary voting power
represented by the issued and outstanding capital stock of the Company; or (b)
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Company by Persons who were not (i) directors of the Company on
the date hereof, (ii) nominated by the board of directors of the Company or
(iii) appointed by directors so nominated.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or by
any lending office of such Lender or by such Lender's holding company with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                  "CHASE" means The Chase Manhattan Bank and its successors.

                  "CLASS", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Competitive Loans.

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

                  "COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans pursuant to Section 2.01,
expressed as an amount representing the maximum aggregate amount of such
Lender's Revolving Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to


<PAGE>

                                                                               4

Section 9.04. The initial amount of each Lender's Commitment is set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable. The aggregate amount of the
Commitments on the date hereof is $220,000,000.

                  "COMPANY" has the meaning assigned to such term in the heading
of this Agreement.

                  "COMPETITIVE BID" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

                  "COMPETITIVE BID RATE" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "COMPETITIVE BID REQUEST" means a request for Competitive Bids
in accordance with Section 2.04.

                  "COMPETITIVE BORROWING" means a Borrowing comprised of
Competitive Loans.

                  "COMPETITIVE LOAN" means a Loan made pursuant to Section 2.04.
Each Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

                  "COMPETITIVE LOAN EXPOSURE" means, with respect to any Lender
at any time, the aggregate principal amount of the outstanding Competitive Loans
of such Lender.

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means the Confidential
Information Memorandum dated February 2000 distributed to the Lenders, together
with the appendices thereto, as amended through the date hereof.

                  "CONSOLIDATED EBITDA" means, for any period, the consolidated
net income of the Company and its consolidated Subsidiaries for such period
PLUS, to the extent deducted in computing such consolidated net income for such
period, the sum (without duplication) of (a) income tax expense, (b)
Consolidated Interest Expense and (c) depreciation and amortization expense,
MINUS, to the extent added in computing such consolidated net income for such
period, (a) consolidated interest income and (b) extraordinary gains. Anything
contained in this definition or elsewhere in this Agreement to the contrary
notwithstanding, in calculating Consolidated EBITDA for any four fiscal-quarter
period during which the Spin-Off shall have occurred, the Specified Charges
shall be excluded.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
interest expense of the Company and the consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, including (a)
the amortization of debt discounts to the extent included in interest expense in
accordance with GAAP, (b) the amortization of all fees (including fees with
respect to interest rate protection agreements or other interest rate hedging
arrangements) payable in connection with the incurrence of Debt to the extent
included in interest expense in accordance with GAAP and (c) the portion of any
rents payable under capital leases allocable to interest expense in accordance
with GAAP.


<PAGE>

                                                                               5

                  "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount of
assets that would be included on a consolidated balance sheet of the Company and
the consolidated Subsidiaries (and which shall reflect the deduction of
applicable reserves) after deducting therefrom all current liabilities of the
Company and the consolidated Subsidiaries and all Intangible Assets.

                  "CONSOLIDATED TOTAL ASSETS" means the total amount of assets
that would be included on a consolidated balance sheet of the Company and the
consolidated Subsidiaries.

                  "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

                  "DEBT" means, without duplication, (a) indebtedness for
borrowed money or for the deferred purchase price of property or services
carried as indebtedness on the consolidated balance sheet of the Company and the
consolidated Subsidiaries (b) obligations of the Company and the consolidated
Subsidiaries as lessee under leases that, in accordance with GAAP, are recorded
as capital leases, (c) obligations of the Company and the consolidated
Subsidiaries under direct or indirect guarantees in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (a) and (b) above (including actual
or contingent liabilities in respect of letters of credit issued to support such
indebtedness or other obligations), (d) indebtedness or obligations of the kinds
referred to in clauses (a), (b) and (c) above of the unconsolidated Subsidiaries
and (e) solely for purposes of Article VII hereof, obligations under interest
rate, foreign exchange rate or other hedging agreements. The term "Debt" shall
not include the undrawn face amount of any letter of credit issued for the
account of the Company or any Subsidiary in the ordinary course of the Company's
or such Subsidiary's business (other than any letter of credit referred to in
clause (c) above), but shall include the reimbursement obligation owing from
time to time by the Company or any of the consolidated Subsidiaries in respect
of drawings made under any letter of credit in the event reimbursement is not
made immediately following the applicable drawing. For purposes of Article VII,
the "principal amount" of the obligations of the Company or any Subsidiary in
respect of any hedging agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that the Company or such
Subsidiary would be required to pay if such hedging agreement were terminated at
such time.

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

                  "DESIGNATED AMOUNT" means, at any time, the sum of (a) the
aggregate outstanding principal amount at such time of Debt of Material
Subsidiaries (other than Subsidiary Guarantors) that is permitted under clause
(d) of Section 6.01, (b) the aggregate outstanding investment or claim held at
such time by purchasers, assignees or other transferees of (or of interests in)
Receivables sold under clause (iv) of Section 6.02(l), (c) the aggregate
outstanding

<PAGE>

                                                                             6

principal amount at such time of Secured Debt permitted under the last
paragraph of Section 6.02 and (d) the aggregate amount at such time of the
Attributable Debt in respect of Sale and Leaseback Transactions permitted
under Section 6.03.

                  "EFFECTIVE DATE" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "ENVIRONMENTAL LAWS" means all federal, state, local and
foreign laws, rules and regulations relating to the release, emission,
disposal, storage and related handling of waste materials, pollutants and
hazardous substances.

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

                  "EUROCURRENCY", when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the LIBO
Rate.

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
Article VII.

                  "EXCLUDED TAXES" means, with respect to any Lender, (a)
income or franchise taxes imposed on (or measured by) its net income by the
United States of America (or any political subdivision thereof), or by the
jurisdiction under which such recipient is organized or in which its
principal office or any lending office from which it makes Loans hereunder is
located, (b) any branch profit taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction described in clause (a)
above, (c) any withholding tax that is imposed by the United States of
America (or any political subdivision thereof) on payments by the Company
from an office within such jurisdiction to the extent such tax is in effect
and would apply as of the date such Lender becomes a party to this Agreement
or relates to payments received by a new lending office designated by such
Lender and is in effect and would apply at the time such lending office is
designated, (d) any withholding tax that is attributable to such Lender's
failure to comply with Section 2.16(e), except, in the case of clause (c)
above, to the extent that (i) such Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment),
to receive additional amounts from the applicable Company with respect to
such withholding tax pursuant to Section 2.16(a) or (ii) such withholding tax
shall have resulted from the making of any payment to a location other than
the office designated by the Administrative Agent or such Lender for the
receipt of payments of the applicable type from the Company.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

<PAGE>

                                                                             7

                  "FIVE-YEAR CREDIT AGREEMENT" means the Five-Year Credit
Agreement dated as of the date hereof among the Company, the Lenders from
time to time party thereto, the Administrative Agent, the London Agent, Tokyo
Agent and Zurich Agent named therein and the Syndication Agent and
Documentation Agent named in the heading of this Agreement.

                  "FIXED RATE" means, with respect to any Competitive Loan
(other than a Eurocurrency Competitive Loan), the fixed rate of interest per
annum specified by the Lender making such Competitive Loan in its related
Competitive Bid.

                  "FIXED RATE REVOLVING LOAN" means a Competitive Loan
bearing interest at a Fixed Rate.

                  "FOREIGN SUBSIDIARY" means any Subsidiary that is not
incorporated under the laws of the United States or its territories or
possessions.

                  "FORM 10" means the Amended Form 10 filed by the Company
with the Securities and Exchange Commission on March 15, 2000.

                  "GAAP" means generally accepted accounting principles in
the United States of America.

                  "GOVERNMENTAL AUTHORITY" means any nation or government,
any federal, state, local or other political subdivision thereof and any
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government.

                  "GUARANTEE REQUIREMENT" means, at any time, that (a) the
Subsidiary Guarantee Agreement (or a supplement referred to in Section 15
thereof) shall have been executed by each Subsidiary (other than any Foreign
Subsidiary) existing at such time, shall have been delivered to the
Administrative Agent and shall be in full force and effect and (b) the
Indemnity, Subrogation and Contribution Agreement (or a supplement referred
to in Section 12 thereof) shall have been executed by the Company and each
Subsidiary Guarantor, shall have been delivered to the Administrative Agent
and shall be in full force and effect.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" means
an Indemnity, Subrogation and Contribution Agreement substantially in the
form of Exhibit C, made by the Company and the Subsidiary Guarantors in favor
of the Administrative Agent for the benefit of the Lenders.

                  "INITIAL BORROWING DATE" means the date of the initial
Borrowing hereunder.

                  "INTANGIBLE ASSETS" means all assets of the Company and the
consolidated Subsidiaries that would be treated as intangibles in conformity
with GAAP on a consolidated balance sheet of the Company and the consolidated
Subsidiaries.

<PAGE>

                                                                             8

                  "INTEREST COVERAGE RATIO" means, for any period, the ratio
of (a) Consolidated EBITDA for such period to (b) Consolidated Interest
Expense for such period.

                  "INTEREST ELECTION REQUEST" means a request by the relevant
Company to convert or continue a Revolving Borrowing in accordance with
Section 2.07.

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December, (b) with
respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of
a Eurocurrency Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs
at intervals of three months' duration after the first day of such Interest
Period and (c) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Fixed Rate Borrowing with an Interest Period of more than 90
days' duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs
at intervals of 90 days' duration after the first day of such Interest
Period, and any other dates specified in the applicable Competitive Bid
Request as Interest Payment Dates with respect to such Borrowing.

                  "INTEREST PERIOD" means, (i) with respect to any
Eurocurrency Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is
one, two, three or six months thereafter, as the relevant Company may elect
and (ii) with respect to any Fixed Rate Borrowing, the period (which shall
not be less than 7 days or more than 360 days) commencing on the date of such
Borrowing and ending on the date specified in the applicable Competitive Bid
Request; PROVIDED that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurocurrency Borrowing only,
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day
and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made, and thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.

                  "JUDGMENT CURRENCY" has the meaning assigned to such term
in Section 9.13(b).

                  "LENDERS" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance or as provided in Section 2.09, other than any such Person
that shall have ceased to be a party hereto pursuant to an Assignment and
Acceptance.

<PAGE>

                                                                             9

                  "LEVERAGE RATIO" means, at any time, the ratio of (a) Total
Debt at such time to (b) Consolidated EBITDA for the most recent period of
four consecutive fiscal quarters of the Company ended at or prior to such
time.

                  "LIBO RATE" means, with respect to any Eurocurrency
Borrowing for any Interest Period, the rate per annum determined by the
Applicable Agent at approximately 11:00 a.m., London time, on the Quotation
Day for such Interest Period by reference to the British Bankers' Association
Interest Settlement Rates for deposits in US Dollars (as reflected on the
applicable Telerate screen), for a period equal to such Interest Period;
PROVIDED that, to the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition, "LIBO Rate" shall
mean the interest rate per annum determined by the Administrative Agent to be
the average of the rates per annum at which deposits in US Dollars are
offered for such Interest Period to major banks in the London interbank
market by Chase at approximately 11:00 a.m., London time, on the Quotation
Day for such Interest Period.

                  "LOAN DOCUMENTS" means this Agreement, the Subsidiary
Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement
and each promissory note delivered pursuant to this Agreement.

                  "LOAN PARTIES" means the Company and the Subsidiary
Guarantors.

                  "LOANS" means the loans made by the Lenders to the Company
pursuant to this Agreement.

                  "MARGIN" means, with respect to any Competitive Loan
bearing interest at a rate based on the LIBO Rate, the marginal rate of
interest, if any, to be added to or subtracted from the LIBO Rate to
determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

                  "MATERIAL SUBSIDIARY" means (a) any Subsidiary that
directly or indirectly owns or Controls any Material Subsidiary and (b) any
other Subsidiary (i) the net revenues of which for the most recent period of
four fiscal quarters of the Company for which audited financial statements
have been delivered pursuant to Section 5.01 were greater than 5% of the
Company's consolidated net revenues for such period or (ii) the net tangible
assets of which as of the end of such period were greater than 5% of
Consolidated Net Tangible Assets as of such date; PROVIDED that if at any
time the aggregate amount of the net revenues or net tangible assets of all
Subsidiaries that are not Material Subsidiaries for or at the end of any
period of four fiscal quarters exceeds 5% of the Company's consolidated net
revenues for such period or 5% of Consolidated Net Tangible Assets as of the
end of such period, the Company (or, in the event the Company has failed to
do so within 10 days, the Administrative Agent) shall designate sufficient
Subsidiaries as "Material Subsidiaries" to eliminate such excess, and such
designated Subsidiaries shall for all purposes of this Agreement constitute
Material Subsidiaries. For purposes of making the determinations required by
this definition, revenues and assets of Foreign Subsidiaries shall be
converted into US Dollars at the rates used in preparing the consolidated
balance sheet of the Company included in the applicable financial statements.

<PAGE>

                                                                            10

                  "MATURITY DATE" means the first anniversary of the
Termination Date.

                  "OBLIGATIONS" means (a) the due and punctual payment of (i)
the principal of and premium, if any, and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans made to the Company, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding),
of the Loan Parties under this Agreement and the other Loan Documents, and
(b) unless otherwise agreed upon in writing by the applicable Lender party
thereto, the due and punctual payment and performance of all obligations of
the Company or any Subsidiary, monetary or otherwise, under each interest
rate hedging Agreement relating to Obligations referred to in the preceding
clause (a) entered into with any counterparty that was a Lender (or an
Affiliate thereof) at the time such hedging agreement was entered into.

                  "OTHER TAXES" means any and all present or future
recording, stamp, documentary, excise, transfer, sales, property or similar
taxes, charges or levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

                  "PERCENTAGE" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Percentages shall be
determined based upon the Commitments most recently in effect, giving effect
to any assignments.

                  "PERSON" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime
Rate shall be effective from and including the date such change is publicly
announced as being effective.

                  "QUOTATION DAY" means, with respect to any Eurocurrency
Borrowing and any Interest Period, the day on which it is market practice in
the relevant interbank market for prime banks to give quotations for deposits
in US Dollars for delivery on the first day of such Interest Period. If such
quotations would normally be given by prime banks on more than one day, the
Quotation Day will be the last of such days.

                  "REGISTER" has the meaning set forth in Section 9.04.

                  "RELATED FUND" means, with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in bank loans
and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

<PAGE>

                                                                            11

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

                  "REQUIRED LENDERS" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50%
of the sum of the total Revolving Credit Exposures and unused Commitments at
such time; PROVIDED that, for purposes of declaring the Loans to be due and
payable pursuant to Article VII, and for all purposes after the Loans become
due and payable pursuant to Article VII or the Commitments expire or
terminate, the outstanding Competitive Loans of the Lenders shall be included
in their respective Revolving Credit Exposures in determining the Required
Lenders.

                  "REVOLVING AVAILABILITY PERIOD" means the period from and
including the Effective Date to but excluding the earlier of the Termination
Date and the date of termination of the Commitments.

                  "REVOLVING BORROWING" means a Borrowing comprised of
Revolving Loans.

                  "REVOLVING EXPOSURE" means, with respect to any Lender at
any time, such Lender's Percentage of the aggregate principal amount of the
outstanding Revolving Loans.

                  "REVOLVING LOAN" means a Loan made by a Lender pursuant to
Section 2.01(a). Each Revolving Loan shall be a Eurocurrency Loan or an ABR
Loan.

                  "SALE AND LEASEBACK TRANSACTION" means any arrangement
whereby the Company or a Material Subsidiary, directly or indirectly, shall
sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or
lease such property or other property which it intends to use for
substantially the same purpose or purposes as the property being sold or
transferred.

                  "SECURED DEBT" means Debt or any other obligation or
liability of the Company or any Material Subsidiary the payment of which is
secured by a Security Interest.

                  "SECURITY INTEREST" means any lien, security interest,
mortgage or other charge or encumbrance of any kind, title retention device,
pledge or any other type of preferential arrangement, upon or with respect to
any property of the Company or any Material Subsidiary, whether now owned or
hereafter acquired.

                  "SPECIFIED CHARGES" means costs related to the Spin-Off and
related restructuring charges accrued during the fiscal quarter in which the
Spin-Off occurs or the next succeeding seven fiscal quarters in an aggregate
amount not to exceed $100,000,000 (and the cash amount of which does not
exceed $50,000,000).

<PAGE>

                                                                            12

                  "SPIN-OFF" means the distribution by Baxter, on or about
April 1, 2000, of all the issued and outstanding capital stock of the Company
to the existing shareholders of Baxter on the terms and with the results
described in the Form 10.

                  "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of
which is the number one minus the aggregate of the maximum reserve, liquid
asset or similar percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by any Governmental
Authority of the United States for any category of deposits or liabilities
customarily used to fund loans or by reference to which interest rates
applicable to Loans in such currency are determined. Such reserve, liquid
asset or similar percentages shall include those imposed pursuant to
Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject
to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under any applicable law, rule or regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.

                  "SUBSIDIARY" means, with respect to any Person, any entity
with respect to which such Person alone owns, such Person or one or more of
its subsidiaries together own, or such Person and any Person Controlling such
Person together own, in each case directly or indirectly, capital stock or
other equity interests having ordinary voting power to elect a majority of
the members of the Board of Directors of such corporation or other entity or
having a majority interest in the capital or profits of such corporation or
other entity.

                  "SUBSIDIARY" means any subsidiary of the Company.

                  "SUBSIDIARY GUARANTEE AGREEMENT" means a Subsidiary
Guarantee Agreement substantially in the form of Exhibit B, made by the
Subsidiary Guarantors in favor of the Administrative Agent for the benefit of
the Lenders.

                  "SUBSIDIARY GUARANTORS" means each Person listed on
Schedule 1.01 and each other Person that becomes party to a Subsidiary
Guarantee Agreement as a Subsidiary Guarantor, and the permitted successors
and assigns of each such Person.

                  "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any
Governmental Authority.

                  "TERMINATION DATE" means March 29, 2001, or the latest date
to which the Termination Date shall have been extended pursuant to Section
2.08(d).

                  "TOTAL DEBT" means, at any date, all Debt of the Company
and its consolidated Subsidiaries at such date to the extent such Debt should
be reflected on a consolidated balance sheet of the Company at such date in
accordance with GAAP.

                  "TRANSACTIONS" means the execution, delivery and
performance by the Loan Parties of the Loan Documents, the borrowing of Loans
and the use of the proceeds thereof.

<PAGE>
                                                                            13

                  "TRANSFER ASSETS" means (a) when referring to the Company,
the conveyance, transfer, lease or other disposition (whether in one
transaction or in a series of transactions) of all or substantially all of
the assets of the Company or of the Company and its Subsidiaries taken as a
whole, and (b) when referring to a Subsidiary, the conveyance, transfer,
lease or other disposition (whether in one transaction or in a series of
transactions) of all or substantially all of the assets of such Subsidiary.

                  "TYPE", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the LIBO Rate, the
Alternate Base Rate or a Fixed Rate.

                  "UNFUNDED LIABILITIES" means, in the case of a single
employer pension benefit plan which is covered by Title IV of ERISA, the
amount, if any, by which the present value of all vested benefits accrued to
the date of determination under such plan exceeds the fair market value of
all assets of such plan allocable to such benefits as of such date, and, in
the case of a multiemployer pension plan, the withdrawal liability of the
Company and the Subsidiaries.

                  "US CORPORATION" means a corporation organized and existing
under the laws of the United States, any state thereof or the District of
Columbia.

                  "US DOLLARS" or "$" means the lawful money of the United
States of America.

                  SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(E.G., a "Revolving Loan") or by Type (E.G., a "Eurocurrency Loan") or by
Class and Type (E.G., a "Eurocurrency Revolving Loan"). Borrowings also may
be classified and referred to by Class (E.G., a "Revolving Borrowing") or by
Type (E.G., a "Eurocurrency Borrowing") or by Class and Type (E.G., a
"Eurocurrency Revolving Borrowing").

                  SECTION 1.03. TERMS GENERALLY. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder" and words of similar import shall be
construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Exhibits and Schedules to, this Agreement and (e) the words "asset"
and "property" shall be construed to have the same meaning

<PAGE>

                                                                            14

and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

                  SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP as in effect from time to time; PROVIDED
that if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.


                                ARTICLE II

                                THE CREDITS

                  SECTION 2.01. COMMITMENTS. Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Loans to
the Company from time to time during the Revolving Availability Period in US
Dollars in an aggregate principal amount at any time outstanding that will
not result in (i) such Lender's Revolving Exposure exceeding its Commitment
or (ii) the aggregate amount of the Lenders' Revolving Exposures and
Competitive Loan Exposures exceeding the aggregate amount of the Commitments.

                  SECTION 2.02. LOANS AND BORROWINGS. (a) Each Revolving Loan
shall be made as part of a Borrowing consisting of Revolving Loans made by
the Lenders ratably in accordance with their respective Commitments. Each
Competitive Loan shall be made in accordance with the procedures set forth in
Section 2.04. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder;
PROVIDED that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required
hereunder.

                  (b) Subject to Section 2.13, (i) each Revolving Borrowing
shall be comprised entirely of Eurocurrency Loans or ABR Loans and (ii) each
Competitive Borrowing shall be comprised entirely of Eurocurrency Loans or
Fixed Rate Loans, in each case as the Company may request in accordance
herewith. Each Lender at its option may make any Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan (and in the
case of an Affiliate, the provisions of Sections 2.13, 2.14, 2.15 and 2.16
shall apply to such Affiliate to the same extent as to such Lender); PROVIDED
that any exercise of such option shall not affect the obligation of the
Company to repay such Loan in accordance with the terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Borrowing, such Borrowing shall be in an aggregate amount that is at least
equal to the Borrowing Minimum and

<PAGE>

                                                                            15

an integral multiple of the Borrowing Multiple; PROVIDED that (i) an ABR
Revolving Borrowing may be made in an aggregate amount that is equal to the
aggregate available Commitments. Borrowings of more than one Type and Class
may be outstanding at the same time; PROVIDED that there shall not at any
time be more than a total of 12 Eurocurrency Revolving Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement,
the Company shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

                  SECTION 2.03. REQUESTS FOR REVOLVING BORROWINGS. To request
a Revolving Borrowing, the Company shall notify the Administrative Agent of
such request by telephone (a) in the case of a Eurocurrency Borrowing, not
later than 12:00 noon, New York City time, three Business Days before the
date of the proposed Borrowing, and (b) in the case of an ABR Borrowing, not
later than 12:00 noon, New York City time, one Business Day before the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request in a form approved by
the Administrative Agent and signed by the Company. Each such telephonic and
written Borrowing Request shall specify the following information in
compliance with Section 2.02:

                  (i) the aggregate principal amount of the requested
         Borrowing;

                  (ii) the date of the requested Borrowing, which shall be a
         Business Day;

                  (iii) the Type of the requested Borrowing;

                  (iv) in the case of a Eurocurrency Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (v) the location and number of the Company's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the Company shall be
deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender that will make a Loan as part
of the requested Borrowing of the details thereof and of the amount of the
Loan to be made by such Lender as part of the requested Borrowing.

                  SECTION 2.04. COMPETITIVE BID PROCEDURE. (a) Subject to the
terms and conditions set forth herein, from time to time during the Revolving
Availability Period the Company may request Competitive Bids for Competitive
Loans in US Dollars and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; PROVIDED

<PAGE>

                                                                            16

that the sum of the Revolving Exposures and Competitive Loan Exposures at any
time shall not exceed the aggregate amount of the Lenders' Commitments. To
request Competitive Bids, the Company shall notify the Administrative Agent
of such request by telephone, (i) in the case of a Eurocurrency Competitive
Borrowing, not later than 12:00 noon, New York City time, four Business Days
before the date of the proposed Competitive Borrowing and (ii) in the case of
a Fixed Rate Revolving Borrowing, not later than 12:00 noon,New York City
time, one Business Day before the date of the proposed Competitive Borrowing.
Not more than three Competitive Bid Requests may be submitted on the same
day, and a Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request unless any and
all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Competitive Bid Request in
a form approved by the Administrative Agent and signed by the Company. Each
such telephonic and written Competitive Bid Request shall specify the
following information in compliance with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

                  (ii) the date of such Borrowing, which shall be a Business
         Day;

                  (iii) whether such Borrowing is to be a Eurocurrency Borrowing
         or a Fixed Rate Revolving Borrowing;

                  (iv) the Interest Period to be applicable to such Borrowing,
         which shall be a period contemplated by the definition of the term
         "Interest Period"; and

                  (v) the location and number of the Company's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the Company in response to a Competitive
Bid Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, (i) in the case of a Eurocurrency Competitive Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of the
proposed Competitive Borrowing and (ii) in the case of a Fixed Rate Revolving
Borrowing, not later than 9:30 a.m., New York City time, on the date of the
proposed Competitive Borrowing. Competitive Bids that do not conform to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be in an amount that is at least equal to the Borrowing
Minimum and an integral multiple of the Borrowing Multiple, and which may equal
the entire principal amount of the Competitive Borrowing requested by the
Company) of the Competitive Loan or


<PAGE>

                                                                            17

Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates
at which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

                  (c) The Administrative Agent shall promptly notify the Company
by telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
Company may accept or reject any Competitive Bid. The Company shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive
Borrowing or a Fixed Rate Competitive Borrowing, not later than 12:00 noon, New
York City time, three Business Days before the date of the proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Revolving Borrowing, not later
than 10:30 a.m., New York City time, on the date of the proposed Competitive
Borrowing; PROVIDED that (i) the failure of the Company to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) the Company
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
the Company rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by the Company shall
not exceed the aggregate amount of the requested Competitive Borrowing specified
in the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, the Company may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of at least
the Borrowing Minimum and an integral multiple of the Borrowing Multiple;
PROVIDED FURTHER that if a Competitive Loan must be in an amount less than the
Borrowing Minimum because of the provisions of clause (iv) above, such
Competitive Loan may be for a minimum of $1,000,000, and in calculating the pro
rata allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of the Borrowing Multiple in a manner determined
by the Company. A notice given by the Company pursuant to this paragraph shall
be irrevocable.

                  (e) The Administrative Agent shall promptly notify each
bidding Lender by telecopy whether or not its Competitive Bid has been accepted
(and, if so, the amount and Competitive Bid Rate so accepted), and each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its
Competitive Bid has been accepted.

                  (f) If the Administrative Agent or one of its Affiliates shall
elect to submit a Competitive Bid in its capacity as a Lender, it shall submit
such Competitive Bid directly to the Company at least one quarter of an hour
earlier than the time by which the other Lenders are


<PAGE>

                                                                            18

required to submit their Competitive Bids to the Administrative Agent pursuant
to paragraph (b) of this Section.

                  SECTION 2.05. FUNDING OF BORROWINGS. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds in the applicable currency by 11:00
a.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose for Loans of such Class by notice to
the applicable Lenders. The Administrative Agent will make such Loans available
to the Company by promptly crediting the amounts so received, in like funds, to
an account of the Company maintained by the Administrative Agent in New York
City.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Company a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Company severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Company to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the rate reasonably determined by the Administrative
Agent to be the cost to it of funding such amount or (ii) in the case of the
Company, the interest rate applicable to the subject Loan. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing and the Administrative Agent shall
return to the Company any amount (including interest) paid by the Company to the
Administrative Agent pursuant to this paragraph.

                  SECTION 2.06. REPAYMENT OF BORROWINGS; EVIDENCE OF DEBT. (a)
The Company hereby unconditionally promises to pay to the Administrative Agent
for the accounts of the applicable Lenders (i) the then unpaid principal amount
of each Revolving Borrowing on the Maturity Date and (ii) the then unpaid
principal amount of each Competitive Loan on the last day of the Interest Period
applicable thereto.

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

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Company to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the accounts of the Lenders and each Lender's
share thereof.


<PAGE>

                                                                            19

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Company
to repay the Loans in accordance with the terms of this Agreement.

                  (e) Any Lender may request that Loans of any Class made by it
to the Company be evidenced by a promissory note. In such event, the Company
shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by each such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.07. INTEREST ELECTIONS. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the Company may elect
to convert such Borrowing to a different Type or to continue such Borrowing and,
in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor,
all as provided in this Section and on terms consistent with the other
provisions of this Agreement. The Company may elect different options with
respect to different portions of an affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Revolving Borrowing.

                  (b) To make an election pursuant to this Section, the Company
shall notify the Administrative Agent of such election by telephone by the time
that a Borrowing Request would be required under Section 2.03 if the Company
were requesting a Revolving Borrowing of the Type resulting from such election
to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Company. Notwithstanding any contrary provision herein, this Section shall not
be construed to permit the Company to elect an Interest Period for Eurocurrency
Loans that does not comply with Section 2.02(d).

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);


<PAGE>

                                                                            20

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) the Type of the resulting Borrowing; and

                  (iv) if the resulting Borrowing is to be a Eurocurrency
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Company shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender holding a Loan to
which such request relates of the details thereof and of such Lender's portion
of each resulting Borrowing.

                  (e) If the Company fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing.

                  SECTION 2.08. TERMINATION, REDUCTION AND EXTENSION OF
COMMITMENTS. (a) Unless previously terminated, the Commitments shall terminate
on the Termination Date; PROVIDED that the Commitments shall terminate at 5:00
p.m., New York City time, on May 15, 2000, if the Initial Borrowing Date shall
not have occurred prior to such time.

                  (b) The Company may at any time terminate, or from time to
time reduce, the Commitments; PROVIDED that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum and (ii) the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.10, the sum of
the aggregate Revolving Exposures and the aggregate Competitive Loan Exposures
would exceed the aggregate Commitments.

                  (c) The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments of any Class under paragraph (b)
of this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying the effective date of such election.
Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Company
pursuant to this Section shall be irrevocable; PROVIDED that a notice of
termination of the Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent.

<PAGE>
                                                                              21


Each reduction of the Commitments of any Class shall be made ratably among the
applicable Lenders in accordance with their respective Commitments.

                  (d) The Company may, by notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders) given not less than
60 days and not more than 75 days prior to the Termination Date at any time in
effect, request that the Lenders extend the Termination Date for an additional
period of not more than 364 days as specified in such notice. Each Lender shall,
by notice to the Company and the Administrative Agent given not earlier than the
30th day and not later than the 25th day prior to the Termination Date then in
effect, advise the Company whether or not it agrees to such extension on the
terms set forth in such notice. Any Lender that has not so advised the Company
and the Administrative Agent by such day shall be deemed to have declined to
agree to such extension. If the Company shall have requested and Lenders
representing at least more than 50% of the aggregate Commitments shall have
agreed to an extension of the Termination Date, then the Termination Date shall
be extended for the additional period and on the terms specified in the
Company's notice. The decision to agree or withhold agreement to any extension
of the Termination Date hereunder shall be at the sole discretion of each
Lender. The Commitment of any Lender that has declined to agree to any requested
extension of the Termination Date (a "Non-Extending Lender") shall terminate on
the Termination Date in effect prior to giving effect to any such extension (the
"Existing Termination Date"), and the principal amount of any outstanding Loans
made by such Lender, together with any accrued interest thereon, and any accrued
fees and other amounts payable to or for the account of such Lender hereunder,
shall be due and payable on the Existing Termination Date. Notwithstanding the
foregoing provisions of this paragraph, (i) the Company shall have the right,
pursuant to Section 2.18(b), to replace a Non-Extending Lender with a Lender or
other financial institution that will agree to an extension of the Termination
Date and (ii) the Company shall have the right, any time prior to the Existing
Termination Date, to withdraw its request for an extension under paragraph (b)
above by notice to the Administrative Agent (which shall promptly deliver a
notice to each Lender), in which case the Commitments of all the Lenders will
terminate on the Existing Termination Date and the Maturity Date applicable to
all the Loans (including Loans of Non-Extending Lenders) will be the first
anniversary of the Existing Termination Date.

                  SECTION 2.09. INCREASE IN COMMITMENTS. (a) The Company may, by
written notice to the Administrative Agent (which shall promptly deliver a copy
to each of the Lenders), request that the total Commitments be increased by an
amount not less than $25,000,000 for any such increase; PROVIDED that after
giving effect to any such increase the sum of the total Commitments and the
commitments under the Five-Year Credit Agreement shall not exceed
$1,000,000,000. Such notice shall set forth the amount of the requested increase
in the total Commitments and the date on which such increase is requested to
become effective (which shall be not less than 30 Business Days or more than 60
days after the date of such notice), and shall offer each Lender the opportunity
to increase its Commitment by its Percentage of the proposed increased amount.
Each Lender shall, by notice to the Company and the Administrative Agent given
not more than 10 Business Days after the date of the Company's notice, either
agree to increase its Commitment by all or a portion of the offered amount (each
Lender so agreeing being an "INCREASING LENDER") or decline to increase its
Commitment (and any Lender that does not deliver such a notice within such
period of 10 Business Days shall be deemed to have declined to increase its
Commitment) (each Lender so declining or deemed to have declined being a
"NON-

<PAGE>
                                                                              22


INCREASING LENDER"). In the event that, on the 10th Business Day after the
Company shall have delivered a notice pursuant to the first sentence of this
paragraph, the Lenders shall have agreed pursuant to the preceding sentence to
increase their Commitments by an aggregate amount less than the increase in the
total Commitments requested by the Company, the Company may arrange for one or
more banks or other financial institutions (any such bank or other financial
institution being called an "AUGMENTING LENDER"), which may include any Lender,
to extend Commitments or increase their existing Commitments in an aggregate
amount equal to the unsubscribed amount; PROVIDED that each Augmenting Lender,
if not already a Lender hereunder, shall be subject to the approval of the
Administrative Agent (which approval shall not be unreasonably withheld) and the
Company and each Augmenting Lender shall execute all such documentation as the
Administrative Agent shall reasonably specify to evidence the Commitment of such
Augmenting Lender and/or its status as a Lender hereunder. Any increase in the
total Commitments may be made in an amount which is less than the increase
requested by the Company if the Company is unable to arrange for, or chooses not
to arrange for, Augmenting Lenders.

                  (b) On the effective date (the "INCREASE EFFECTIVE DATE") of
any increase in the total Commitments pursuant to this Section 2.09 (the
"COMMITMENT INCREASE"), (i) the aggregate principal amount of the Revolving
Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to
the Commitment Increase on the Increase Effective Date shall be deemed to be
paid, (ii) each Increasing Lender and each Augmenting Lender that shall have
been a Lender prior to the Commitment Increase shall pay to the Administrative
Agent or another Agent designated by the Adminstrative Agent for such purpose in
same day funds an amount equal to the difference between (A) the product of (1)
such Lender's Percentage (calculated after giving effect to the Commitment
Increase), multiplied by (2) the amount of the Subsequent Borrowings (as
hereinafter defined) and (B) the product of (1) such Lender's Percentage
(calculated without giving effect to the Commitment Increase), multiplied by (2)
the amount of the Initial Loans, (iii) each Augmenting Lender that shall not
have been a Lender prior to the Commitment Increase shall pay to the
Administrative Agent or another Agent designated by the Administrative Agent for
such purpose in same day funds an amount equal to the product of (1) such
Augmenting Lender's Percentage (calculated after giving effect to the Commitment
Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv)
after the Administrative Agent or other Agent receives the funds specified in
clauses (ii) and (iii) above, the Administrative Agent or such other Agent shall
pay to each Non-Increasing Lender the portion of such funds that is equal to the
difference between (A) the product of (1) such Non-Increasing Lender's
Percentage (calculated without giving effect to the Commitment Increase)
multiplied by (2) the amount of the Initial Loans, and (B) the product of (1)
such Non-Increasing Lender's Percentage (calculated after giving effect to the
Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings,
(v) after the effectiveness of the Commitment Increase, the Company shall be
deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate
principal amount equal to the aggregate principal amount of the Initial Loans
and of the types and for the Interest Periods specified in a Borrowing Request
delivered to the Administrative Agent in accordance with Section 2.04, (vi) each
Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall
be deemed to hold its Percentage of each Subsequent Borrowing (each calculated
after giving effect to the Commitment Increase) and (vii) the Company shall pay
each Increasing Lender and each Non-Increasing Lender any and all accrued but
unpaid interest on the

<PAGE>
                                                                              23


Initial Loans. The deemed payments made pursuant to clause (i) above in respect
of each Eurocurrency Loan shall be subject to indemnification by the Company
pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs
other than on the last day of the Interest Period relating thereto and breakage
costs result.

                  (c) Increases and new Commitments created pursuant to this
Section 2.09 shall become effective on the date specified in the notice
delivered by the Company pursuant to the first sentence of paragraph (a) above.

                  (d) Notwithstanding the foregoing, no increase in the
Commitments (or in any Commitment of any Lender) or addition of an Augmenting
Lender shall become effective under this Section unless, (i) on the date of such
increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02
shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by the chief financial
officer of the Company, and (ii) the Administrative Agent shall have received
(with sufficient copies for each of the Lenders) documents consistent with those
delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to
the corporate power and authority of the Company to borrow hereunder after
giving effect to such increase.

                  SECTION 2.10. PREPAYMENT OF LOANS. (a) The Company shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (d) of this
Section; PROVIDED, that Competitive Loans may be prepaid only with the consent
of the Lenders making such Loans.

                  (b) If the aggregate Revolving Exposures shall exceed the
aggregate Commitments (reduced, in the case of the Commitments, by the aggregate
amount of the Lenders' Competitive Loan Exposures), then (i) on the last day of
any Interest Period for any Eurocurrency Revolving Borrowing and (ii) on any
other date in the event ABR Revolving Borrowings shall be outstanding, the
Company shall prepay Revolving Loans or Competitive Loans in an amount equal to
the lesser of (A) the amount necessary to eliminate such excess (after giving
effect to any other prepayment of Loans on such day) and (B) the amount of the
applicable Borrowings referred to in clause (i) or (ii), as applicable.

                  (c) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Company shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (d) of this Section.

                  (d) The Company shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i)
in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of such prepayment and (b) in the
case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of such prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; PROVIDED that, if a notice of
optional prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.08(c), then such
notice of prepayment may be revoked if such notice of termination is

<PAGE>
                                                                              24


revoked in accordance with Section 2.08(c). Promptly following receipt of any
such notice, the Administrative Agent shall advise the applicable Lenders of the
contents thereof. Each partial prepayment of any Borrowing shall be in an amount
that would be permitted in the case of an advance of a Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by (i) accrued interest to the extent required by Section
2.12 and (ii) break funding payments pursuant to Section 2.15.

                  SECTION 2.11. FEES. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the date
hereof to but excluding the date on which the Commitment of such Lender
terminates; PROVIDED that, if such Lender continues to have any Revolving
Exposure after its Commitment terminates, then such facility fee shall continue
to accrue on the daily amount of such Lender's Revolving Exposure to but
excluding the date on which such Lender ceases to have any such Revolving
Exposure. Accrued facility fees shall be payable in arrears on the last day of
March, June, September and December of each year, commencing on the first such
date to occur after the date hereof, and on the date on which all the
Commitments shall have terminated and the Lenders shall have no further
Revolving Exposures. All facility fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) The Company agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between the Company and the Administrative Agent.

                  (c) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

                  SECTION 2.12. INTEREST. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

                  (b) The Loans comprising each Eurocurrency Borrowing shall
bear interest (i) in the case of a Eurocurrency Revolving Borrowing, at the LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate, or (ii) in the case of a Eurocurrency Competitive Loan, at the LIBO Rate
for the Interest Period in effect for such Borrowing plus (or minus, as
applicable) the Margin applicable to such Loan.

                  (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan.

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee payable by the Company hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% per

<PAGE>
                                                                              25


annum plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a)
above.

                  (h) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan; PROVIDED that (i) interest accrued
pursuant to paragraph (g) above shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

                  (i) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.13. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the LIBO Rate, as the case may be,
         for such Interest Period; or

                  (b) the Administrative Agent is advised by a majority in
         interest of the Lenders that would participate in such Borrowing that
         the LIBO Rate for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders of making or maintaining their Loans
         included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, and any Eurocurrency Borrowing shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Revolving Borrowing shall be ineffective.

                  SECTION 2.14. INCREASED COSTS. (a) If any Change in Law shall:

<PAGE>
                                                                              26


                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender; or

                  (ii) impose on any Lender or the London interbank market any
         other condition affecting this Agreement or Eurocurrency Loans made by
         such Lender or participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Company will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

                  (b) If any Lender reasonably determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's capital or on the capital of such Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender to a level below that which such Lender or such Lender's holding company
could have achieved but for such Change in Law (taking into consideration such
Lender's policies and the policies of such Lender's holding company with respect
to capital adequacy), then from time to time the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

                  (c) Each Lender shall determine the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section using the methods
customarily used by it for such purpose (and if such Lender uses more than one
such method, the method used hereunder shall be that which most accurately
determines such amount or amounts). A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company, as
the case may be, as specified in paragraph (a) or (b) of this Section, and
setting forth in reasonable detail the calculations used by such Lender to
determine such amount, shall be delivered to the Company and shall be conclusive
absent manifest error. The Company shall pay to such Lender the amount shown as
due on any such certificate within 15 Business Days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Company shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Company of the Change in Law giving rise to such increased
costs or reductions and delivers a certificate with respect thereto as provided
in paragraph (c) above; PROVIDED FURTHER that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

<PAGE>
                                                                              27


                  SECTION 2.15. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any Eurocurrency Loan or Fixed Rate Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurocurrency Loan to a Loan
of a different Type or Interest Period other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.10(d) and is
revoked in accordance therewith), or (d) the assignment or deemed assignment of
any Eurocurrency Loan or Fixed Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Company
pursuant to Section 2.18, then, in any such event, the Company shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (i) the amount of interest that would have accrued on the principal amount of
such Loan had such event not occurred, at the LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest that would accrue on
such principal amount for such period at the interest rate such Lender would bid
were it to bid, at the commencement of such period, for deposits in US Dollars
of a comparable amount and period from other banks in the London interbank
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section, and setting forth
in reasonable detail the calculations used by such Lender to determine such
amount or amounts, shall be delivered to the Company and shall be conclusive
absent manifest error. The Company shall pay such Lender the amount shown as due
on any such certificate within 15 Business Days after receipt thereof.

                  SECTION 2.16. TAXES. (a) Any and all payments by or on account
of the Company hereunder or under any other Loan Document shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
PROVIDED that if the Company shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (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) the Administrative
Agent or the applicable Lender, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Company shall make such deductions and (iii) the Company shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.

                  (b) In addition, the Loan Parties shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

                  (c) The Company shall indemnify the Administrative Agent and
each Lender, within 15 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender on or with respect to any payment by or on account of any
obligation of the Company hereunder or under any other Loan Document (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising

<PAGE>
                                                                              28


therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability setting forth in reasonable detail the circumstances giving rise
thereto and the calculations used by such Lender to determine the amount thereof
delivered to the Company by a Lender or by the Administrative Agent, on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Company to a Governmental Authority, the Company
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Company is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Company (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Company as will permit such payments to be
made without withholding or at a reduced rate; PROVIDED that such Lender has
received written notice from the Company advising it of the availability of such
exemption or reduction and containing all applicable documentation.

                  (f) Each Lender, on the date it becomes a Lender hereunder,
will designate lending offices for the Loans to be made by it such that, on such
date, it will not be liable for any withholding tax that is imposed by the
United States of America (or any political subdivision thereof) on payments by
the Company from an office within such jurisdiction.

                  SECTION 2.17. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING
OF SETOFFS. (a) The Company shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent to
the applicable account specified in Schedule 2.17 or, in any such case, to such
other account as the Administrative Agent shall from time to time specify in a
notice delivered to the Company; PROVIDED that payments pursuant to Sections
2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto
and payments pursuant to other Loan Documents shall be made to the Persons
specified therein (it being agreed that the Company will be deemed to have
satisfied its obligations with respect to payments referred to in this proviso
if it shall make such payments to the persons entitled thereto in accordance
with instructions provided by the Administrative Agent; the Administrative Agent
agrees to provide such instructions upon request, and the Company will not be
deemed to have failed to make such a payment if it shall transfer such payment
to an improper account or address as a result of the failure of the
Administrative Agent to provide proper instructions). The Administrative Agent
shall distribute any such payments received by it for the account of any

<PAGE>
                                                                              29


Lender or other Person promptly following receipt thereof at the appropriate
lending office or other address specified by such Lender or other Person. If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. All payments hereunder shall be made in US Dollars.
Any payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if the Administrative Agent shall,
at or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by it to make such payment.

                  (b) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on its Revolving Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of their respective Revolving Loans;
PROVIDED that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Company pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Company or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Company consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Company prior to the date on which any payment is due for the account
of all or certain of the Lenders hereunder that the Company will not make such
payment, the Administrative Agent may assume that the Company has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the applicable Lenders, as the case may be, the amount
due. In such event, if the Company has not in fact made such payment, then each
of the applicable Lenders severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at a rate
determined by the Administrative Agent in accordance with banking industry
practices on interbank compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it to any Agent pursuant to this Agreement, then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by it for

<PAGE>

                                                                            30

the account of such Lender to satisfy such Lender's obligations to the
Administrative Agent until all such unsatisfied obligations are fully paid.

                  SECTION 2.18. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
(a) If any Lender requests compensation under Section 2.14, or if the Company is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Company
hereby agrees to pay all reasonable, direct, out-of-pocket costs and expenses
incurred by any Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if any Loan Party is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, or if any
Lender fails to agree to an extension of the Termination Date as provided in
Section 2.08(d), then the Company may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under the Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); PROVIDED that (i) the Company shall have received the prior written
consent of the Administrative Agent, which consent shall not be unreasonably be
withheld and (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee or the Company.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  The Company represents and warrants as follows:

                  SECTION 3.01. CORPORATE EXISTENCE AND STANDING. The Company
and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has all
requisite authority to conduct its business in each jurisdiction in which the
failure so to qualify would have a material adverse effect on the business,
properties, assets, operations or condition (financial or otherwise) of the
Company.


<PAGE>

                                                                            31

                  SECTION 3.02. AUTHORIZATION; NO VIOLATION. The Transactions
are within each Loan Party's corporate or partnership powers, have been duly
authorized by all necessary corporate or partnership action, and do not
contravene (i) any Loan Party's charter, by-laws or other constitutive documents
or (ii) any law or any contractual restriction binding on or affecting any Loan
Party.

                  SECTION 3.03. GOVERNMENTAL CONSENTS. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or regulatory body is required for the due execution, delivery and
performance by the Loan Parties of this Agreement or the other Loan Documents.

                  SECTION 3.04. VALIDITY. This Agreement is, and the other Loan
Documents when delivered will be, the legal, valid and binding obligations of
the Loan Parties party thereto, enforceable against such Loan Parties in
accordance with their respective terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and to the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

                  SECTION 3.05. LITIGATION. There is no pending or, to the best
of the knowledge of the Company, threatened action or proceeding affecting the
Company or any of its Subsidiaries before any court, governmental agency or
arbitrator, which could reasonably be expected to have a material adverse effect
on the financial condition or operations of the Company and the Subsidiaries,
taken as a whole, or which purports to affect the legality, validity or
enforceability of this Agreement or any other Loan Document, other than any
actions or proceedings disclosed in the Form 10 (but only to the extent there
has been no worsening of such actions or proceedings which could reasonably be
expected to have a material adverse effect on the financial condition or
operations of the Company and the Subsidiaries, taken as a whole).

                  SECTION 3.06. FINANCIAL STATEMENTS; NO MATERIAL ADVERSE
CHANGE. (a) The consolidated balance sheet at December 31, 1999, and the related
consolidated statements of income and stockholder's equity for the fiscal year
then ended of the Company and its consolidated Subsidiaries, copies of which
have been furnished to each Lender, present fairly the financial position of the
Company and its consolidated Subsidiaries at December 31, 1999, and the results
of the operations and changes in financial position of the Company and its
consolidated Subsidiaries for the fiscal year then ended, in conformity with
GAAP consistently applied.

                  (b) As of the date hereof there has been, since December 31,
1999, no material adverse change in the business, operations or financial
condition of the Company and the Subsidiaries, taken as a whole (it being
understood that a change to the equity method in accounting for the assets,
liabilities and results of operations of the Company's Japanese Subsidiaries
will not constitute such a material adverse change).

                  SECTION 3.07. INVESTMENT COMPANY ACT. The Company is not (i)
an "investment company," (ii) a company "controlled" by an "investment company"
which is registered under the Investment Company Act of 1940, as amended, or
(iii) to the best knowledge


<PAGE>

                                                                            32

of the Company, a company "controlled" by any other "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

                  SECTION 3.08. REGULATION U. Neither the Company nor any of the
Subsidiaries is engaged in the business of purchasing or carrying Margin Stock.
The value of the Margin Stock owned directly or indirectly by the Company or any
Subsidiary which is subject to any arrangement hereunder is less than an amount
equal to 25% of the value of all assets of the Company and/or such Subsidiary
subject to such arrangement (as described in the definition of "Indirectly
Secured" in Section 221.2 of Regulation U issued by the Board of Governors of
the Federal Reserve System).

                  SECTION 3.09. ENVIRONMENTAL MATTERS. The operations of the
Company and each Material Subsidiary comply in all material respects with all
Environmental Laws, the noncompliance with which would materially adversely
affect the business of the Company or the ability of the Company to obtain
credit on commercially reasonable terms.

                  SECTION 3.10. DISCLOSURE. None of the Confidential Information
Memorandum, the Form 10 or any other written information prepared and furnished
by or on behalf of the Loan Parties to any Agent or Lender in connection with
the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains as of the date thereof
(or, in the case of any such information that is not dated, the earliest date on
which such information is furnished to the Administrative Agent or any Lender)
any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; PROVIDED that, with respect to projected
financial information, the Company represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 3.11. YEAR 2000 COMPLIANCE. There has not occurred,
and the Company does not expect that there will occur, any material disruption
in the operations or business systems of the Company and the Subsidiaries
resulting from the inability of computer systems of the Company and the
Subsidiaries or equipment containing embedded microchips to recognize or
properly process dates in or following the year 2000.

                  SECTION 3.12. SUBSIDIARY GUARANTORS. The Subsidiary Guarantors
include all the Material Subsidiaries, other than Foreign Subsidiaries.

                  SECTION 3.13. SOLVENCY. As of the Initial Borrowing Date,
after giving effect to the Borrowings hereunder on such date and the
distributions to Baxter and other transactions related to the Spin-Off, (a) the
fair value of the assets of the Company and the Subsidiaries, at a fair
valuation, will exceed their debts and liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of the Company
and the Subsidiaries will be greater than the amount that will be required to
pay the probable liability in respect of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Company and the Subsidiaries will be able
to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute


<PAGE>

                                                                            33

and matured; and (d)the Company and the Subsidiaries will not have unreasonably
small capital with which to conduct the businesses in which they are engaged as
such businesses are now conducted and are proposed to be conducted following the
completion of the Spin-Off.


                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each
of the following conditions has been satisfied (or waived in accordance with
Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of (i) Sidley & Austin, special counsel
         for the Company, substantially in the form of Exhibit D-1, and (ii) the
         General Counsel of the Company, substantially in the form of Exhibit
         D-2. Each Loan Party hereby requests such counsel to deliver such
         opinions.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the formation, existence and good
         standing of the Loan Parties and the authorization of the Transactions,
         all in form and substance satisfactory to the Administrative Agent and
         its counsel.

                  (d) The Administrative Agent shall have received (i) a
         certificate, dated the Effective Date and signed by the chief financial
         officer of the Company, confirming that all the conditions set forth in
         this Section 4.01 and in paragraphs (a) and (b) of Section 4.02 have
         been satisfied.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent an invoice with respect thereto shall have
         been received by the Company not fewer than five Business Days (or such
         lesser number of days as the Company shall agree) prior to the
         Effective Date, reimbursement or payment of all out-of-pocket expenses
         required to be reimbursed or paid by the Company hereunder or under any
         other Loan Document.

                  (f) The Guarantee Requirement shall be satisfied.

                  (g) The Administrative Agent shall have received a letter from
         Baxter in the form of Exhibit E.


<PAGE>
                                                                            34

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) on or prior to May 15, 2000.

                  SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of each Borrowing is subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of the Loan Parties set
         forth in the Loan Documents shall be true and correct on and as of the
         date of such Borrowing, other than representations which are given as
         of a particular date, in which case the representation shall be true
         and correct as of that date.

                  (b) At the time of and immediately after giving effect to such
         Borrowing and the application of the proceeds thereof, no Default shall
         have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.



                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that it
will:

                  SECTION 5.01. PAYMENT OF TAXES, ETC. Pay and discharge, and
cause each Material Subsidiary to pay and discharge, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges or levies
imposed upon it or upon its income, profit or property, and (ii) all lawful
claims which, if unpaid, might by law become a lien upon its property; PROVIDED,
HOWEVER, that neither the Company nor any Material Subsidiary shall be required
to pay or discharge any such tax, assessment, charge or claim which is being
contested in good faith and by proper proceedings and with respect to which the
Company shall have established appropriate reserves in accordance with GAAP.

                  SECTION 5.02. MAINTENANCE OF INSURANCE. Maintain, and cause
each Material Subsidiary to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by (or, as applicable, self-insure in a manner and to an
extent not inconsistent with conventions observed by) companies engaged in
similar businesses and owning similar properties in the same general areas in
which the Company or such Material Subsidiary operates.


<PAGE>

                                                                            35

                  SECTION 5.03. PRESERVATION OF EXISTENCE, ETC. Preserve and
maintain, and cause each Material Subsidiary to preserve and maintain, its
corporate, limited liability company or partnership existence, rights (charter
and statutory), and franchises, except as otherwise permitted by Section 6.04.

                  SECTION 5.04. COMPLIANCE WITH LAWS, ETC. Comply, and cause
each Material Subsidiary to comply, with the requirements of all applicable
laws, rules, regulations and orders of any Governmental Authority (including,
without limitation, all Environmental Laws), noncompliance with which would
materially adversely affect the business of the Company and the Subsidiaries or
the ability of the Company to obtain credit on commercially reasonable terms.

                  SECTION 5.05. KEEPING OF BOOKS. Keep, and cause each Material
Subsidiary to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each Material Subsidiary in accordance with GAAP
consistently applied.

                  SECTION 5.06. INSPECTION. Permit, and cause each Material
Subsidiary to permit, the Administrative Agent, and its representatives and
agents, to inspect any of the properties, corporate books and financial records
of the Company and its Material Subsidiaries, to examine and make copies of the
books of account and other financial records of the Company and its Material
Subsidiaries, and to discuss the affairs, finances and accounts of the Company
and its Material Subsidiaries with, and to be advised as to the same by, their
respective officers or directors, at such reasonable times during normal
business hours and intervals as the Administrative Agent may reasonably
designate.

                  SECTION 5.07. REPORTING REQUIREMENTS. Furnish to the
Administrative Agent in sufficient copies for distribution to each Lender:

                  (a) As soon as available and in any event within 55 days after
         the end of each of the first three quarters of each fiscal year of the
         Company, a consolidated balance sheet of the Company and the
         consolidated Subsidiaries as of the end of such quarter and a
         consolidated statement of income and changes in financial position (or
         consolidated statement of cash flow, as the case may be) of the Company
         and the consolidated Subsidiaries for the period commencing at the end
         of the previous fiscal year and ending with the end of such quarter,
         certified by the chief financial officer of the Company;

                  (b) As soon as available and in any event within 100 days
         after the end of each fiscal year of the Company, a consolidated
         balance sheet of the Company and the consolidated Subsidiaries as of
         the end of such year and a consolidated statement of income and
         stockholder's equity and changes in financial position of the Company
         and the consolidated Subsidiaries for such fiscal year and accompanied
         by (A) a report of PricewaterhouseCoopers LLC, independent public
         accountants of the Company, or other independent public accountants of
         nationally recognized standing, on the results of their examination of
         the consolidated annual financial statements of the Company and the
         consolidated Subsidiaries, which report shall be unqualified or shall
         be otherwise reasonably acceptable to the Required Lenders; PROVIDED
         that such report may set forth


<PAGE>

                                                                            36

         qualifications to the extent such qualifications pertain solely to
         changes in GAAP from earlier accounting periods, the implementation of
         which changes (with the concurrence of such accountants) is reflected
         in the financial statements accompanying such report, and (B) a
         certificate of such accountants substantially in the form of Exhibit
         5.07(b);

                  (c) Promptly after the sending or filing thereof, copies of
         all reports which the Company files with the Securities and Exchange
         Commission under the Securities Exchange Act of 1934, as amended,
         including, without limitation, all such reports that disclose material
         litigation pending against the Company or any Material Subsidiary or
         any material noncompliance with any Environmental Law on the part of
         the Company or any Material Subsidiary;

                  (d) Together with the financial statements required pursuant
         to clauses (i) and (ii) above, a certificate signed by the chief
         financial officer of the Company (A) stating that no Default exists or,
         if any does exist, stating the nature and status thereof and describing
         the action the Company proposes to take with respect thereto and (B)
         demonstrating, in reasonable detail, the calculations used by such
         officer to determine compliance with the financial covenants contained
         in Sections 6.07 and 6.08;

                  (e) With respect to each fiscal year for which the Company
         shall have an aggregate Unfunded Liability of $10,000,000 or more for
         all of its single employer pension benefit plans covered by Title IV of
         ERISA and all multiemployer pension benefit plans covered by Title IV
         of ERISA to which the Company has an obligation to contribute, as soon
         as available, and in any event within ten months after the end of such
         fiscal year, a statement of Unfunded Liabilities of each such plan,
         certified as correct by an actuary enrolled in accordance with
         regulations under ERISA and a statement of estimated withdrawal
         liability as of the most recent plan year end as customarily prepared
         by the trustees under the multiemployer plans to which the Company has
         an obligation to contribute;

                  (f) As soon as possible, and in any event within 30 days after
         the occurrence of each event the Company knows is or may be a
         reportable event (as defined in Section 4043 of ERISA, but excluding
         any reportable event with respect to which the 30 day reporting
         requirement has been waived) with respect to any plan with an Unfunded
         Liability in excess of $10,000,000, a statement signed by the chief
         financial officer of the Company describing such reportable event and
         the action which the Company proposes to take with respect thereto;

                  (g) As soon as possible, and in any event within five Business
         Days after the Company shall become aware of the occurrence of each
         Default, which Default is continuing on the date of such statement, a
         statement of the chief financial officer of the Company setting forth
         details of such Default or event and the action which the Company
         proposes to take with respect thereto; and

                  (h) From time to time, such other information as to the
         business and financial condition of the Company and the Subsidiaries
         and their compliance with the Loan


<PAGE>

                                                                            37

         Documents as any Agent, or any Lender through the Administrative
         Agent, may reasonably request.

                  SECTION 5.08. USE OF PROCEEDS. Use the proceeds of Borrowings
hereunder for the purposes referred to in the recitals to this Agreement, and
not for any purpose that would entail a violation of any applicable law or
regulation (including, without limitation, Regulations U and X of the Board).
With respect to any Borrowing the proceeds of which shall be used to purchase or
carry Margin Stock, the Company shall include in the Borrowing Request for such
Borrowing such information as shall enable the Lenders and the Company to
determine that they are in compliance with such Regulations U and X.

                  SECTION 5.09. GUARANTEE REQUIREMENT. Cause the Guarantee
Requirement to be satisfied at all times.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Company covenants and agrees with the Lenders that it will
not:

                  SECTION 6.01. SUBSIDIARY DEBT. Permit any Material Subsidiary
that is not a Subsidiary Guarantor to create, incur, assume or permit to exist
any Debt, except:

                  (a) Debt created hereunder;

                  (b) Debt existing on the date hereof and set forth in Schedule
         6.01 and extensions, renewals and replacements of any such Debt that do
         not increase the outstanding principal amount thereof;

                  (c) Debt to the Company or any other Subsidiary; and

                  (d) other Debt; PROVIDED that the Designated Amount does not
         at any time exceed 10% of Consolidated Total Assets.

                  SECTION 6.02. LIENS, ETC. Suffer to exist, create, assume or
incur, or permit any Material Subsidiary to suffer to exist, create, assume or
incur, any Security Interest, or assign, or permit any Material Subsidiary to
assign, any right to receive income, in each case to secure Debt or any other
obligation or liability, other than:

                  (a) any Security Interest to secure Debt or any other
         obligation or liability of any Material Subsidiary to the Company;

<PAGE>
                                                                            38


                  (b) mechanics', materialmen's, carriers' or other like liens
         arising in the ordinary course of business (including construction of
         facilities) in respect of obligations which are not due or which are
         being contested in good faith and for which reasonable reserves have
         been established;

                  (c) any Security Interest arising by reason of deposits with,
         or the giving of any form of security to, any governmental agency or
         any body created or approved by law or governmental regulation which is
         required by law or governmental regulation as a condition to the
         transaction of any business, or the exercise of any privilege,
         franchise or license;

                  (d) Security Interests for taxes, assessments or governmental
         charges or levies not yet delinquent or Security Interests for taxes,
         assessments or governmental charges or levies already delinquent but
         the validity of which is being contested in good faith and for which
         reasonable reserves have been established;

                  (e) Security Interests (including judgment liens) arising in
         connection with legal proceedings so long as such proceedings are being
         contested in good faith and, in the case of judgment liens, execution
         thereon is stayed;

                  (f) landlords' liens on fixtures located on premises leased by
         the Company or a Material Subsidiary in the ordinary course of
         business;

                  (g) Security Interests arising in connection with contracts
         and subcontracts with or made at the request of the United States of
         America, any state thereof, or any department, agency or
         instrumentality of the United States of America or any state thereof
         for obligations not yet delinquent;

                  (h) any Security Interest arising by reason of deposits to
         qualify the Company or a Material Subsidiary to conduct business, to
         maintain self-insurance, or to obtain the benefit of, or comply with,
         laws;

                  (i) any purchase money Security Interest claimed by sellers of
         goods on ordinary trade terms provided that no financing statement has
         been filed to perfect such Security Interest;

                  (j) any Security Interest existing as of the date hereof and
         set forth on Schedule 6.02, and the extension thereof to additions,
         extensions, or improvements to the property subject to the Security
         Interest which does not arise as a result of borrowing money or the
         securing of Debt or other obligation or liability created, assumed or
         incurred after such date;

                  (k) Security Interests on (i) property of a corporation or
         firm existing at the time such corporation is merged or consolidated
         with the Company or any Subsidiary or at the time of a sale, lease or
         other disposition of the properties of a corporation or a firm as an
         entirety (or the properties of a corporation or firm comprising a
         product line or line of


<PAGE>

                                                                            39


         business, as an entirety) or substantially as an entirety to the
         Company or a Subsidiary; or (ii) property comprising machinery,
         equipment or real property acquired by the Company or any of its
         Material Subsidiaries, which Security Interests shall have existed at
         the time of such acquisition and secure obligations assumed by the
         Company or such Material Subsidiary in connection with such
         acquisition; PROVIDED that the Debt or other obligations or liabilities
         secured by Security Interests of the type described in this paragraph
         (k) shall not either (i) have been created in anticipation of such
         merger, consolidation, sale, lease or other disposition or in
         contemplation of such acquisition or (ii) at any time exceed an
         aggregate amount equal to $30,000,000;

                  (l) Security Interests arising in connection with the sale,
         assignment or other transfer by the Company or any Material Subsidiary
         of accounts receivable, lease receivables or other payment obligations
         (any of the foregoing being a "RECEIVABLE") owing to the Company or
         such Material Subsidiary or any interest in any of the foregoing
         (together in each case with any collections and other proceeds thereof
         and any collateral, guarantees or other property or claims in favor of
         the Company or such Material Subsidiary supporting or securing payment
         by the obligor thereon of any such Receivables), in each case whether
         such sale, assignment or other transfer constitutes a "true sale" or a
         secured financing for accounting, tax or any other purpose; PROVIDED
         that either (i) such sale, assignment or other transfer shall have been
         made as part of a sale of the business out of which the applicable
         Receivables arose, (ii) such sale, assignment or other transfer is made
         in the ordinary course of business and is for the purpose of collection
         only, (iii) such sale, assignment or other transfer is made in
         connection with an agreement on the part of the assignee thereof to
         render performance under the contract that has given rise to such
         Receivable, or (iv) in the case of any other sale, assignment or
         transfer, the Designated Amount does not at any time exceed 10% of
         Consolidated Total Assets;

                  (m) Security Interests securing non-recourse obligations in
         connection with leveraged or single-investor lease transactions;

                  (n) Security Interests securing the performance of any
         contract or undertaking made in the ordinary course of business (as
         such business is currently conducted) other than for the payment of
         Debt;

                  (o) any Security Interest granted by any Material Subsidiary;
         PROVIDED, that (i) the principal business and assets of such Material
         Subsidiary are located in Puerto Rico or are located outside of the
         United States, its other territories and possessions, (ii) the property
         of such Material Subsidiary which is subject to such Security Interest
         is a parcel of real property, a manufacturing plant, manufacturing
         equipment, a warehouse, or an office building hereafter acquired,
         constructed, developed or improved by such Material Subsidiary, and
         (iii) such Security Interest is created prior to or contemporaneously
         with, or within 120 days after (x) in the case of acquisition of such
         property, the completion of such acquisition and (y) in the case of the
         construction, development or improvement of such property, the later to
         occur of the completion of such construction, development or
         improvement or the commencement of operations, use


<PAGE>

                                                                            40


         or commercial production (exclusive of test and start-up periods) of
         such property, and such Security Interest secures or provides for the
         payment of all or any part of the acquisition cost of such property or
         the cost of construction, development or improvement thereof, as the
         case may be;

                  (p) any Security Interest in deposits or cash equivalent
         investments pledged with a financial institution for the sole purpose
         of implementing a hedging or financing arrangement commonly known as a
         "back-to-back" loan arrangement, provided in each case that neither the
         assets subject to such Security Interest nor the Debt incurred in
         connection therewith are reflected on the consolidated balance sheet of
         the Company; or

                  (q) any extension, renewal or refunding (or successive
         extensions, renewals or refundings) in whole or in part of any Debt or
         any other obligation or liability secured by any Security Interest
         referred to in the foregoing paragraphs (a) through (p), PROVIDED that
         the principal amount of Debt or any other obligation or liability
         secured by such Security Interest shall not exceed the principal amount
         outstanding immediately prior to such extension, renewal or refunding,
         and that the Security Interest securing such Debt or other obligation
         or liability shall be limited to the property which, immediately prior
         to such extension, renewal or refunding secured such Debt or other
         obligation or liability and additions to such property; and PROVIDED
         FURTHER that the principal amount of Debt or any other obligation or
         liability secured by such Security Interest shall continue to be taken
         into account for purposes of computing the amount of Debt or any other
         obligation or liability that may be secured under any applicable basket
         provided for in the foregoing paragraphs (a) through (p).

                  Notwithstanding the foregoing provisions of this Section, the
Company and the Material Subsidiaries may, at any time, suffer to exist, issue,
incur, assume and guarantee Secured Debt (in addition to Secured Debt permitted
to be secured under the foregoing paragraphs (a) through (k) and (m) through
(q)); PROVIDED that the Designated Amount does not at any time exceed 10% of
Consolidated Total Assets.

                  SECTION 6.03. SALE AND LEASEBACK TRANSACTIONS. Enter into or
be party to, or permit any Material Subsidiary to enter into or be party to, any
Sale and Leaseback Transaction unless after giving effect thereto the Designated
Amount does not exceed 10% of Consolidated Total Assets.

                  SECTION 6.04. MERGER, ETC. (a) Permit the Company to merge or
consolidate with or into, or Transfer Assets (other than pursuant to the
transactions giving rise to the Specified Charges) to, any Person, except that
the Company may (i) merge or consolidate with any US Corporation, including any
Subsidiary that is a US Corporation, and (ii) Transfer Assets to any Subsidiary
which is a US Corporation; PROVIDED, in each case described in clause (i) and
(ii) above, that (A) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing and (B) in the case of any merger
or consolidation to which the Company shall be a party, the survivor of such
merger or consolidation shall be the Company.


<PAGE>

                                                                            41


                  (b) Permit any Material Subsidiary to merge or consolidate
with or into, or Transfer Assets (other than pursuant to the transactions giving
rise to the Specified Charges) to, any Person unless (i) immediately after
giving effect to such transaction, no Default shall have occurred and be
continuing and (ii) if either constituent corporation in such merger or
consolidation, or the transferor of such assets, is a Subsidiary Guarantor, the
surviving or resulting corporation or the transferee of such assets, as the case
may be, shall be a Subsidiary Guarantor.

                  SECTION 6.05. CHANGE IN BUSINESS. Permit the Company or any
Material Subsidiary to engage to any material extent in any business other than
the medical devices, supplies and services businesses (but excluding the
management of institutional health care providers such as hospitals, nursing
homes, and long-term care facilities).

                  SECTION 6.06. CERTAIN RESTRICTIVE AGREEMENTS. Permit the
Company or any Material Subsidiary to enter into any contract or other agreement
that would limit the ability of any Material Subsidiary to pay dividends or make
loans or advances to, or to repay loans or advances from, the Company or any
other Subsidiary; PROVIDED that nothing in this section shall prohibit (a)
covenants or agreements entered into in connection with the incurrence of
secured Debt permitted hereunder that restrict the transfer of collateral
securing such Debt or (b) agreements entered into in connection with sales of
Receivables that govern the application of proceeds of sold Receivables.

                  SECTION 6.07. LEVERAGE RATIO. Permit the Leverage Ratio at any
time to exceed set forth below opposite such period:

                  Period                             Ratio
                  ------                             -----

                  through 12/30/00                   3.75:1.00
                  12/31/00 through 12/30/01          3.50:1.00
                  12/31/01 through 12/30/02          3.25:1.00
                  12/31/02 and thereafter            3.00:1.00

                  SECTION 6.08. INTEREST COVERAGE RATIO. Permit the Interest
Coverage Ratio for any period of four consecutive fiscal quarters ending during
any period set forth below to be less than the ratio set forth below opposite
such period

                  Period                             Ratio
                  ------                             -----

                  through 12/30/00                   4.00:1.00
                  12/31/00 through 12/30/01          4.25:1.00
                  12/31/01 through 12/30/02          4.50:1.00
                  12/31/02 and thereafter            4.75:1.00

                  SECTION 6.09. SPIN-OFF. Permit the Spin-Off to be completed
other than on terms and with results consistent in all material respects with
the information contained in the


<PAGE>

                                                                            42


Form 10 and the Confidential Information Memorandum (including the pro forma
financial information and projections contained therein).


                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  If any of the following events ("EVENTS OF DEFAULT") shall
occur and be continuing:

                  (a) The Company shall fail to (i) pay any interest or facility
fee due hereunder and such default continues for five days, or (ii) pay any
amount of principal of any Loan when due hereunder; or

                  (b) Any representation or warranty made or deemed made by the
Company or any other Loan Party (or any of their respective officers) in
connection with this Agreement or any other Loan Document shall prove to have
been incorrect in any material respect when made or deemed made; or

                  (c) The Company or any Material Subsidiary shall fail to
maintain its corporate, limited liability company or partnership existence as
required by Section 5.03, or the Company or any Material Subsidiary shall fail
to perform or observe any term, covenant or agreement contained in Article VI
(other than Section 6.02 insofar as such failure results from a nonconsensual
Security Interest) of this Agreement on its part to be performed or observed; or

                  (d) The Company or any Subsidiary shall (i) fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any
other Loan Document on its part to be performed or observed (other than those
failures or breaches referred to in paragraphs (a), (b) and (c) above) and any
such failure shall remain unremedied for 30 days after written notice thereof
has been given to the Company by the Administrative Agent at the request of any
Lender; or

                  (e) Either (i) the Company or any Material Subsidiary shall
fail to pay any amount of principal of, interest on or premium with respect to,
any Debt (other than the Loans) of the Company or such Subsidiary outstanding
under one or more instruments or agreements when due (whether at scheduled
maturity or by required prepayment, acceleration, demand or otherwise) and (A)
such Debt shall be in an aggregate principal amount not less than $10,000,000
and such failure shall continue beyond the greater of 15 days and the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt or (B) such Debt shall be in an aggregate principal amount not less than
$20,000,000 and such failure shall continue beyond the applicable grace period,
if any, specified in the agreement or instrument relating to such Debt; or (ii)
any other event shall occur or condition shall exist with respect to any Debt
(other than the Loans) of the Company or such Subsidiary outstanding under one
or more instruments or agreements if the effect of such event or condition is
(or will after the lapse of any grace period be) to cause, or to permit the
holder or holders of such debt (or any trustee or agent on their


<PAGE>

                                                                            43


behalf) to cause, such Debt to become due, or to require such Debt to be prepaid
(other than by a scheduled prepayment), prior to the stated maturity thereof and
(A) such Debt shall be in an aggregate principal amount not less than
$10,000,000 and such failure shall continue beyond the greater of 15 days and
the applicable grace period, if any, specified in the agreement or instrument
relating to such Debt or (B) such Debt shall be in an aggregate principal amount
not less than $20,000,000 and such failure shall continue beyond the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt; or

                  (f) The Company or any Material Subsidiary shall generally not
pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally; or

                  (g) The Company or any Material Subsidiary shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Company or such Material Subsidiary seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debt under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property; or the Company or any such Material
Subsidiary shall take corporate action to authorize any of the actions set forth
above in this paragraph (f); PROVIDED that, in the case of any such proceeding
filed or commenced against the Company or any Material Subsidiary, such event
shall not constitute an "Event of Default" hereunder unless either (i) the same
shall have remained undismissed or unstayed for a period of 60 days, (ii) an
order for relief shall have been entered against the Company or such Material
Subsidiary under the federal bankruptcy laws as now or hereafter in effect or
(iii) the Company or such Material Subsidiary shall have taken corporate action
consenting to, approving or acquiescing in the commencement or maintenance of
such proceeding; or
                  (h) Any judgment or order for the payment of money shall be
rendered against the Company or any Material Subsidiary and (i) either (A)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (B) there shall be any period of 10 consecutive days, in
the case of a judgment or order rendered or entered by a court located in the
United States, its territories and Puerto Rico, or 30 consecutive days, in the
case of any other court, during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect, and
(ii) the amount of such judgment or order, when aggregated with the amount of
all other such judgments and orders described in this subsection (h), shall
exceed $20,000,000;

                  (i) Either (i) the Pension Benefit Guaranty Corporation shall
terminate any single-employer plan (as defined in Section 4001(b)(2) of ERISA)
that provides benefits for employees of the Company or any Material Subsidiary
and such plan shall have an Unfunded Liability in an amount in excess of
$5,000,000 at such time or (ii) withdrawal liability shall be assessed against
the Company or any Material Subsidiary in connection with any multiemployer plan
(whether under Section 4203 or Section 4205 of ERISA) and such withdrawal
liability shall be an amount in excess of $5,000,000; or


<PAGE>

                                                                            44


                  (j) the guarantee of any Subsidiary Guarantor that is a
Material Subsidiary under the Subsidiary Guarantee Agreement shall not be (or
shall be asserted by the Company or any Subsidiary Guarantor not to be) valid or
in full force and effect; or

                  (k) a Change of Control shall have occurred.

then, in any such event but subject to the next sentence, the Administrative
Agent shall at the request, or may with the consent, of the Required Lenders, by
notice to the Company, (i) declare the obligation of each Lender to make Loans
hereunder to be terminated, whereupon the same shall forthwith terminate and/or
(ii) declare the entire unpaid principal amount of the Loans, all interest
accrued and unpaid thereon and all other amounts payable under this Agreement to
be forthwith due and payable, whereupon the Loans, all such accrued interest and
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company; PROVIDED, that in the case of any
Competitive Bid Note, the unpaid principal amount thereof, and all interest
accrued and unpaid thereon, shall not be declared to be due and payable pursuant
to the foregoing clause (ii) without the consent of the holder of such
Competitive Bid Note. In the event of the occurrence of an Event of Default
under clause (f) or (g) of this Article VII, (A) the obligation of each Lender
to make Loans shall automatically be terminated and (B) the Loans, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Company.


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                  In order to expedite the transactions contemplated by this
Agreement, the Person named in the heading of this Agreement is hereby appointed
to act as Administrative Agent on behalf of the Lenders. Each of the Lenders,
including each assignee of any Lender, hereby irrevocably authorizes the Agent
to take such actions on behalf of such Lender or assignee and to exercise such
powers as are delegated to the Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto. The
Administrative Agent is hereby expressly authorized by the Lenders, without
hereby limiting any implied authority, (a) to receive on behalf of the Lenders
all payments of principal of and interest on the Loans and all other amounts due
to the Lenders hereunder, and promptly to distribute to each Lender its proper
share of each payment so received; (b) to give notice on behalf of each of the
Lenders to the Company of any Event of Default specified in this Agreement of
which the Administrative Agent has actual knowledge acquired in connection with
its agency hereunder; and (c) to distribute to each Lender copies of all
notices, financial statements and other materials delivered by the Company or
any other Loan Party pursuant to this Agreement or the other Loan Documents as
received by the Administrative Agent. Without limiting the generality of the
foregoing, the Administrative Agent is hereby expressly authorized to release
any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee
Agreement in the event that all the capital stock of


<PAGE>

                                                                            45


such Guarantor shall be sold, transferred or otherwise disposed of to a Person
other than the Company or an Affiliate of the Company in a transaction permitted
by Section 6.04.

                  With respect to the Loans made by it hereunder,the
Administrative Agent in its individual capacity and not as Administrative Agent
shall have the same rights and powers as any other Lender and may exercise the
same as though it were not the Administrative Agent, and the Administrative
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall have
no duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated by the Loan
Documents that the Administrative Agent is required to exercise upon receipt of
notice in writing by the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall have no duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the institution serving as
the Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Company (in which case the Agent shall give written
notice to each other Lender), and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Company), independent accountants
and other experts selected by it, and shall not


<PAGE>

                                                                            46


be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Company. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company, to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

                  Each Lender agrees (a) to reimburse the Administrative Agent,
on demand, in the amount of its pro rata share (based on the amount of its Loans
and available Commitments hereunder) of any expenses incurred for the benefit of
the Lenders by the Administrative Agent, including counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders,
that shall not have been reimbursed by the Company or any other Loan Party and
(b) to indemnify and hold harmless the Administrative Agent and any of its
Related Parties, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against it in
its capacity as Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Company or any other
Loan Party; PROVIDED that no Lender shall be liable to the Administrative Agent
or any such other indemnified Person for any portion of such liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.
<PAGE>
                                                                             47

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or related agreement or any document
furnished hereunder or thereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. NOTICES. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Company, to 17221 Red Hill Avenue, Irvine,
         California 92614, Attention of the Daniel M. Gallagher (Telecopy No.
         (949) 250-2275);

                  (b) if to the Administrative Agent, to The Chase Manhattan
         Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th
         Floor, New York, New York 10081, Attention of Anne Bowles (Telecopy No.
         (212) 552-7500), with a copy to The Chase Manhattan Bank, 270 Park
         Avenue, New York, NY 10019, Attention of Steve Rochford (Telecopy No.
         (212) 270-5135);

                  (c) if to any Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the
date of receipt.

                  SECTION 9.02. WAIVERS; AMENDMENTS. (a) No failure or delay
by the Administrative Agent or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be

<PAGE>

                                                                             48

permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Company
and the Required Lenders or by the Company and the Administrative Agent with
the consent of the Required Lenders or, in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; PROVIDED that
no such agreement shall (i) increase any Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender adversely affected thereby, (iii)
postpone the date of any scheduled payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby without the written
consent of each Lender (it being understood that the addition of new tranches
of loans or commitments that may be extended under this Agreement shall not be
deemed to alter such pro rata sharing of payments), (v) change any of the
provisions of this Section or the definition of "Required Lenders" or any
other provision of any Loan Document specifying the number or percentage of
Lenders required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (except, in each case, to provide for new commitments that may be
extended under this Agreement), or (vi) release the Company or all or
substantially all the Subsidiary Guarantors from, or limit or condition, its
or their obligations under Article X or the Subsidiary Guarantee Agreement,
without the written consent of each Lender; PROVIDED FURTHER that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder or under any other Loan Document without the
prior written consent of the Administrative Agent.

                  SECTION 9.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The
Company shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of this Agreement or the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred
by the Administrative Agent or any Lender, including the reasonable fees,
charges and disbursements of any counsel for the Administrative Agent orany
Lender, in connection with the enforcement or protection of its rights in
connection with any Loan Document, including its rights under this Section, or
in connection with the Loans made

<PAGE>

                                                                             49

hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans.

                  (b) The Company shall indemnify the Administrative Agent and
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "INDEMNITEE") against, and hold each Indemnitee
harmless from, any and all losses, liabilities, reasonable out-of-pocket costs
or expenses, including the reasonable fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) any transaction or
proposed transaction (whether or not consummated) in which any proceeds of any
borrowing hereunder are applied or proposed to be applied, directly or
indirectly, by the Company or any Subsidiary or (ii) the execution, delivery
or performance by the Company and the Subsidiaries of the Loan Documents, or
any actions or omissions of the Company or any Subsidiary in connection
therewith; PROVIDED that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, liabilities, costs or expenses shall
have resulted from the gross negligence or wilful misconduct of such
Indemnitee or the violation by such Indemnitee of any law or court order
applicable to it.

                  (c) To the extent that the Company fails to pay any amount
required to be paid by it to the Administrative Agent under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative
Agent such Lender's pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; PROVIDED that the unreimbursed loss, liability, cost or expense, as
the case may be, was incurred by or asserted against the Administrative Agent
in its capacity as such. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the sum (without duplication) of
the total Revolving Exposures and unused Commitments at the time.

                  (d) To the extent permitted by applicable law, the Company
shall not assert, and the Company hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan
Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
within 15 Business Days after receipt by the Company of a reasonably detailed
invoice therefor.

                  SECTION 9.04. 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 permitted hereby, except
that the Company may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Company without such consent shall
be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent
expressly contemplated hereby, the Related Parties of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

<PAGE>

                                                                             50

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans or other amounts at the time owing to
it); PROVIDED that (i) except in the case of an assignment to a Lender, an
Affiliate of a Lender or a Related Fund of any Lender, each of the Company and
the Administrative Agent must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except in
the case of an assignment to a Lender, an Affiliate of a Lender or a Related
Fund of any Lender or an assignment of the entire remaining amount of the
assigning Lender's Commitments and outstanding Loans, the amount of the
Commitments and outstanding Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $5,000,000 unless each of the Company and the Administrative
Agent otherwise consent, (iii) the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; and PROVIDED FURTHER that any consent of the
Company otherwise required under this paragraph shall not be required if an
Event of Default referred to in clause (f) or (g) of Article VII has occurred
and is continuing. Subject to acceptance and recording thereof pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of
the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Company, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER"). The entries
in the Register shall be conclusive, and the Companys, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall
be available for inspection by the Company and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and

<PAGE>

                                                                             51

Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has
been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Company or
the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); PROVIDED that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations and (iii) the Company, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; PROVIDED that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clause (i), (ii),
(iii) or (vi) of the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (f) of this Section, the Company agrees that
each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and
2.16 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section.

                  (f) A Participant shall not be entitled to receive any
greater payment under Section 2.14 or 2.16 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior written consent. A Participant shall not be entitled
to the benefits of Section 2.16 unless the Company is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Company, to comply with Section 2.16(e) as though it were a
Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank or, in the case of a Lender that is an
investment fund, to the trustee under the indenture to which such fund is a
party, and this Section shall not apply to any such pledge or assignment of a
security interest; PROVIDED that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

                  SECTION 9.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Loan Parties herein or in any other
Loan Document or in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto or thereto
and shall survive the execution and delivery of this Agreement and any other
Loan Document and the making of any Loans, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have

<PAGE>

                                                                             52

had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement or any other Loan
Document is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 9.03 and
9.12 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans and the Commitments or the termination of this
Agreement or any other Loan Document or any provision hereof or thereof.

                  SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This
Agreement, the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

                  SECTION 9.07. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Company against any of and all the obligations of such
Company now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured. The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO
SERVICE OF PROCESS. (a) This Agreement shall be construed in accordance with
and governed by the law of the State of New York.

<PAGE>

                                                                             53

                  (b) The Company hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of
or relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other
Loan Document shall affect any right that the Administrative Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement against the Company or its properties in the courts of any
jurisdiction.

                  (c) The Company hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this Section.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. CONFIDENTIALITY. The Administrative Agent and
each Lender agrees to maintain the confidentiality of the Information (as
defined below), except that

<PAGE>

                                                                             54

Information may be disclosed (a) to its and its Affiliates' directors,
officers, employees and agents, including accountants, legal counsel and other
advisors, to Related Funds' directors and officers and to any direct or
indirect contractual counterparty in swap agreements (it being understood that
each Person to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) to the extent required or advisable in the judgment of counsel
in connection with any suit, action or proceeding relating to the enforcement
of rights of the Administrative Agent, the Lenders or the Company under this
Agreement or any other Loan Document, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement, (g) with the consent of the
Company or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section of which the Administrative
Agent or such Lender is aware or (ii) becomes available to the Administrative
Agent or any Lender on a nonconfidential basis from a source other than the
Company other than as a result of a breach of this Section of which the
Administrative Agent or such Lender is aware. For the purposes of this
Section, "INFORMATION" means all information received from the Company
relating to the Company or its business, other than any such information that
is available to the Administrative Agent or any Lender on a nonconfidential
basis prior to disclosure by the Company other than as a result of a breach of
this Section of which the Administrative Agent or such Lender is aware. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                  SECTION 9.13. CONVERSION OF CURRENCIES. (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto
agrees, to the fullest extent that it may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures in the relevant jurisdiction the first currency could be purchased
with such other currency on the Business Day immediately preceding the day on
which final judgment is given.

                  (b) The obligations of the Company in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"APPLICABLE CREDITOR") shall, notwithstanding any judgment in a currency (the
"JUDGMENT CURRENCY") other than the currency in which such sum is stated to be
due hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent
that, on the Business Day following receipt by the Applicable Creditor of any
sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
may in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Company agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Company
contained in this Section 9.13 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

<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.

                                               EDWARDS LIFESCIENCES CORP.

                                               by /s/ Michael A. Mussallem

                                               -----------------------------
                                               Name:  Michael A. Mussalem
                                               Title: President




<PAGE>


                                               THE CHASE MANHATTAN BANK,
                                               individually and as
                                               Administrative Agent,

                                               by /s/ Robert Anastasio

                                               -----------------------------
                                               Name:  Robert Anastasio
                                               Title: Vice President



<PAGE>


                                               CREDIT SUISSE FIRST BOSTON,

                                               by /s/ William S. Lutkins

                                               -----------------------------
                                               Name:  William S. Lutkins
                                               Title:  Vice President

                                               by /s/ Thomas G. Muoio

                                               -----------------------------
                                               Name:  Thomas G. Muoio
                                               Title: Vice President




<PAGE>


                                               THE FUJI BANK, LIMITED,

                                               by /s/ Takeyuki Kuroki

                                               -----------------------------
                                               Name:  Takeyuki Kuroki
                                               Title: Vice President and
                                                      Senior Team Leader




<PAGE>


                                                BANK OF TOKYO-MITSUBISHI,
                                                LTD. CHICAGO BRANCH,

                                                by /s/ Hisashi Miyashiro

                                                -----------------------------
                                                Name:   Hisashi Miyashiro
                                                Title:  Deputy General
                                                        Manager




<PAGE>


                                                UBS AG STAMFORD BRANCH,

                                                by /s/ Robert H. Riley, III

                                                -----------------------------
                                                Name:   Robert H. Riley, III
                                                Title:  Executive Director

                                               by /s/ Wilfred Saint

                                               -----------------------------
                                               Name:  Wilfred Saint
                                               Title: Associate Director,
                                                      Loan Portfolio Support, US




<PAGE>


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

                                                by /s/ Iain Stewart

                                                -----------------------------
                                                Name:   Iain Stewart
                                                Title:  Vice President

                                                by /s/ Annette Walter

                                                -----------------------------
                                                Name:   Annette Walter
                                                Title:  Associate




<PAGE>


                                                FIRST UNION NATIONAL BANK,

                                                by /s/ Ann M. Dodd

                                                -----------------------------
                                                Name:  Ann M. Dodd
                                                Title: SVP




<PAGE>


                                                NATIONAL AUSTRALIA BANK
                                                LIMITED.,

                                                by /s/ Susan R. Julien

                                                -----------------------------
                                                Name:   Susan R. Julien
                                                Title:  Vice President




<PAGE>


                                                MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK,

                                                by /s/ Robert Bottamedi

                                                -----------------------------
                                                Name:   Robert Bottamedi
                                                Title:  Vice President




<PAGE>


                                                FLEET NATIONAL BANK,

                                                by /s/ Walter J. Marullo

                                                -----------------------------
                                                Name:   Walter J. Marullo
                                                Title:  Vice President




<PAGE>


                                                BANK OF AMERICA, N.A.

                                                by /s/ F. Scott Singhoff

                                                -----------------------------
                                                Name:   F. Scott Singhoff
                                                Title:  Managing Director




<PAGE>


                                                GOLDMAN SACHS & CO.,

                                                by /s/ Doug Hendersen

                                                -----------------------------
                                                Name:   Doug Hendersen
                                                Title:  Managing Director




<PAGE>


                                               WACHOVIA BANK,

                                               by /s/ Debra L. Coheley

                                               -----------------------------
                                               Name:   Debra  L. Coheley
                                               Title:  Senior Vice President




<PAGE>


                                               BBV INTERNATIONAL INVESTMENT
                                               CORPORATION

                                               by /s/ Tomas Rosario

                                               -----------------------------
                                               Name:   Tomas Rosario
                                               Title:  Executive Vice President




<PAGE>


                                                BANK ONE, NA

                                                by /s/ Joseph Perdenza

                                                -----------------------------
                                                Name:  Joseph Perdenza
                                                Title: Assistanct Vice President





<PAGE>


                                                THE BANK OF NOVA SCOTIA,

                                                by /s/ R. P. Reynolds

                                                -----------------------------
                                                Name:   R. P. Reynolds
                                                Title:  Director





<PAGE>


                                               ABN AMRO BANK,

                                               by /s/ Paul K. Stimpfl

                                               -----------------------------
                                               Name:  Paul K. Stimpfl
                                               Title: Group Vice President

                                               by /s/ Mitsoo Iravani

                                               -----------------------------
                                               Name:  Mitsoo Iravani
                                               Title: Assistant Vice President