CREDIT AGREEMENT

 EXECUTION COPY
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                                CREDIT AGREEMENT

                                      among

                         BOSTON SCIENTIFIC CORPORATION,

                               The Several Lenders
                        from Time to Time Parties Hereto,

                             CHASE SECURITIES INC.,
                                  as Arranger,

                       THE FIRST NATIONAL BANK OF BOSTON,
                       as Syndication Agent and Arranger,

                          LEHMAN COMMERCIAL PAPER INC.,
                            as Advisor and Arranger,

                                       and

                                 CHEMICAL BANK,
                             as Administrative Agent

                            Dated as of June 7, 1996

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                              TABLE OF CONTENTS

                                                                  Page

SECTION 1.  DEFINITIONS                                             1
   1.1  Defined Terms                                               1
   1.2  Other Definitional Provisions                              14

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS                        14
   2.1  Revolving Credit Commitments                               14
   2.2  Procedure for Revolving Credit Borrowing                   15
   2.3  Facility Fee                                               15
   2.4  Termination or Reduction of Commitments; Extension of
        Termination Date                                           16
   2.5  Repayment of Loans                                         17
   2.6  CAF Advances                                               17
   2.7  Procedure for CAF Advance Borrowing                        18
   2.8  CAF Advance Payments                                       21
   2.9  Certain Restrictions with Respect to CAF Advances          21
   2.10  Optional Prepayments                                      21
   2.11  Conversion and Continuation Options                       22
   2.12  Minimum Amounts and Maximum Number of Tranches            22
   2.13  Interest Rates and Payment Dates                          23
   2.14  Computation of Interest and Fees                          23
   2.15  Inability to Determine Interest Rate                      24
   2.16  Pro Rata Treatment and Payments                           25
   2.17  Illegality                                                26
   2.18  Requirements of Law                                       26
   2.19  Taxes                                                     27
   2.20  Indemnity                                                 29
   2.21  Change of Lending Office; Removal of Lender               29
   2.22  Evidence of Debt                                          30

SECTION 3.  REPRESENTATIONS AND WARRANTIES                         31
   3.1  Financial Condition                                        31
   3.2  No Change                                                  32
   3.3  Corporate Existence; Compliance with Law                   32
   3.4  Corporate Power; Authorization; Enforceable Obligations    32
   3.5  No Legal Bar                                               33
   3.6  No Material Litigation                                     33
   3.7  No Default                                                 33
   3.8  Intellectual Property                                      33
   3.9  Taxes                                                      34
   3.10  Federal Regulations                                       34
   3.11  ERISA                                                     34
   3.12  Investment Company Act; Other Regulations                 34
   3.13  Purpose of Loans                                          35
   3.14  Environmental Matters                                     35
   3.15  Disclosure                                                36

SECTION 4.  CONDITIONS PRECEDENT                                   36
   4.1  Conditions to Initial Loans                                36
   4.2  Conditions to Each Loan                                    37

SECTION 5.  AFFIRMATIVE COVENANTS                                  37
   5.1  Financial Statements                                       38
   5.2  Certificates; Other Information                            38
   5.3  Payment of Obligations                                     39
   5.4  Conduct of Business and Maintenance of Existence           39
   5.5  Maintenance of Property; Insurance                         39
   5.6  Inspection of Property; Books and Records; Discussions     39
   5.7  Notices                                                    40

SECTION 6.  NEGATIVE COVENANTS                                     40
   6.1  Financial Condition Covenants                              40
   6.2  Limitation on Liens                                        41
   6.3  Limitation on Fundamental Changes                          42

SECTION 7.  EVENTS OF DEFAULT                                      43

SECTION 8.  THE ADMINISTRATIVE AGENT; THE ARRANGER; THE
            SYNDICATION AGENT AND ARRANGER; THE ADVISOR
            AND ARRANGER                                           46
   8.1  Appointment                                                46
   8.2  Delegation of Duties                                       46
   8.3  Exculpatory Provisions                                     46
   8.4  Reliance by Administrative Agent                           47
   8.5  Notice of Default                                          47
   8.6  Non-Reliance on Administrative Agent and Other Lenders     47
   8.7  Indemnification                                            48
   8.8  Administrative Agent in Its Individual Capacity            48
   8.9  Successor Administrative Agent                             49
   8.10  The Arranger; the Syndication Agent and Arranger;
         the Advisor and Arranger.                                 49

SECTION 9.  MISCELLANEOUS                                          49
   9.1  Amendments and Waivers                                     49
   9.2  Notices                                                    50
   9.3  No Waiver; Cumulative Remedies                             51
   9.4  Survival of Representations and Warranties                 51
   9.5  Payment of Expenses and Taxes                              51
   9.6  Successors and Assigns; Participations and Assignments     52
   9.7  Adjustments; Set-off                                       55
   9.8  Counterparts                                               55
   9.9  Severability                                               56
   9.10  Integration                                               56
   9.11  GOVERNING LAW                                             56
   9.12  Submission To Jurisdiction; Waivers                       56
   9.13  Acknowledgements                                          57
   9.14  WAIVERS OF JURY TRIAL                                     57
   9.15  Confidentiality                                           57

SCHEDULES

Schedule I     Names, Addresses and Commitments of Lenders
Schedule 6.2   Existing Liens

EXHIBITS

Exhibit A      Form of Revolving Credit Note
Exhibit B      Form of CAF Advance Note
Exhibit C      Form of CAF Advance Request
Exhibit D      Form of CAF Advance Offer
Exhibit E      Form of CAF Advance Confirmation
Exhibit F      Form of Borrower Closing Certificate
Exhibit G      Form of Opinion of Counsel to Borrower
Exhibit H      Form of Assignment and Acceptance

     CREDIT  AGREEMENT,  dated as of June 7, 1996,  among (i) BOSTON  SCIENTIFIC
CORPORATION, a Delaware corporation (the "Borrower"), (ii) the several banks and
other  financial  institutions  from time to time parties to this Agreement (the
"Lenders"),  (iii) CHASE  SECURITIES  INC., as Arranger (in such  capacity,  the
"Arranger"),  (iv) THE FIRST NATIONAL BANK OF BOSTON,  as Syndication  Agent and
Arranger (in such capacity,  the "Syndication  Agent and Arranger"),  (v) LEHMAN
COMMERCIAL  PAPER INC., as Advisor and Arranger (in such capacity,  the "Advisor
and  Arranger")  and (vi)  CHEMICAL  BANK,  a New York banking  corporation,  as
administrative   agent  for  the  Lenders  hereunder  (in  such  capacity,   the
"Administrative Agent").

                            W I T N E S S E T H:

     WHEREAS,  the Borrower has requested  the Lenders to make,  and the Lenders
are  willing to make,  subject  to the terms and  conditions  hereof,  Loans (as
hereinafter defined) to the Borrower;

     NOW,  THEREFORE,  in  consideration  of the  premises,  and  of the  mutual
covenants  and  agreements   herein   contained  and  other  good  and  valuable
consideration,  receipt  of which is hereby  acknowledged,  the  parties  hereto
hereby agree as follows:

SECTION 1. DEFINITIONS

     1.1 Defined Terms.  As used in this  Agreement,  the following  terms shall
have the following meanings:

          "ABR": for any day, a rate per annum (rounded  upwards,  if necessary,
     to the next 1/16 of 1%)  equal to the  greatest  of (a) the  Prime  Rate in
     effect on such day,  (b) the Base CD Rate in effect on such day plus 1% and
     (c) the Federal Funds  Effective Rate in effect on such day plus 1/2 of 1%.
     For purposes hereof: "Prime Rate" shall mean the rate of interest per annum
     publicly  announced  from time to time by  Chemical  as its  prime  rate in
     effect at its  principal  office in New York City (the Prime Rate not being
     intended  to be  the  lowest  rate  of  interest  charged  by  Chemical  in
     connection with extensions of credit to debtors); "Base CD Rate" shall mean
     the sum of (a) the  product of (i) the  Three-Month  Secondary  CD Rate and
     (ii) a fraction, the numerator of which is one and the denominator of which
     is one minus the C/D Reserve  Percentage and (b) the C/D  Assessment  Rate;
     "Three-Month  Secondary  CD Rate" shall mean,  for any day,  the  secondary
     market rate for three-month  certificates  of deposit  reported as being in
     effect on such day (or, if such day shall not be a Business  Day,  the next
     preceding  Business  Day) by the Board of Governors of the Federal  Reserve
     System (the "Board") through the public  information  telephone line of the
     Federal  Reserve  Bank of New York  (which  rate  will,  under the  current
     practices of the Board, be published in Federal Reserve Statistical Release
     H.15(519)  during the week  following such day), or, if such rate shall not
     be so reported on such day or such next preceding Business Day, the average
     of the secondary market quotations for three-month  certificates of deposit
     of major money  center  banks in New York City  received  at  approximately
     10:00 A.M., New York City time, on such day (or, if such day shall not be a
     Business Day, on the next  preceding  Business  Day) by the  Administrative
     Agent from three New York City negotiable certificate of deposit dealers of
     recognized  standing  selected by it; and "Federal  Funds  Effective  Rate"
     shall mean,  for any day,  the  weighted  average of the rates on overnight
     federal  funds  transactions  with  members of the Federal  Reserve  System
     arranged by federal  funds  brokers,  as published  on the next  succeeding
     Business Day by the Federal  Reserve Bank of New York,  or, if such rate is
     not so  published  for any day which is a Business  Day, the average of the
     quotations for the day of such transactions  received by the Administrative
     Agent from three federal funds brokers of recognized  standing  selected by
     it.  Any  change  in  the  ABR  due to a  change  in the  Prime  Rate,  the
     Three-Month  Secondary CD Rate or the Federal Funds Effective Rate shall be
     effective as of the opening of business on the effective day of such change
     in the Prime Rate, the  Three-Month  Secondary CD Rate or the Federal Funds
     Effective Rate, respectively.

          "ABR Loans":  Revolving  Credit Loans bearing  interest based upon the
     ABR.

          "Affiliate":  as to  any  Person,  any  other  Person  (other  than  a
     Subsidiary) which, directly or indirectly,  is in control of, is controlled
     by, or is under common  control  with,  such  Person.  For purposes of this
     definition,  "control" of a Person means the power, directly or indirectly,
     either to (a) vote 10% or more of the  securities  having  ordinary  voting
     power for the  election of  directors of such Person or (b) direct or cause
     the  direction of the  management  and policies of such Person,  whether by
     contract or otherwise.

          "Administrative Agent": Chemical, together with its affiliates, as the
     arranger of the  Commitments  and as the agent for the  Lenders  under this
     Agreement and the other Loan Documents.

          "Agreement":  this  Credit  Agreement,  as  amended,  supplemented  or
     otherwise modified from time to time.

          "Applicable  Margin":  with respect to each day for each Type of Loan,
     the rate per annum based on the Ratings in effect on such day, as set forth
     under the relevant column heading below:

                        Eurodollar
        Rating          Loans            ABR Loans

        Rating I        .125%            0%
        Rating II       .130%            0%
        Rating III      .170%            0%
        Rating IV       .200%            0%
        Rating V        .225%            0%
        Rating VI       .400%            0%

          "Assignee": as defined in subsection 9.6(c).

          "Available  Commitments":  at any time, an amount equal to the excess,
     if  any,  of (a) the  aggregate  amount  of the  Commitments  over  (b) the
     aggregate principal amount of all Loans then outstanding.

          "Borrowing  Date":  any Business Day specified in a notice pursuant to
     subsection  2.2 or  subsection  2.7(a)  as a date  on  which  the  Borrower
     requests the Lenders to make Loans hereunder.

          "Business": as defined in subsection 3.14.

          "Business  Day":  a day other than a Saturday,  Sunday or other day on
     which  commercial  banks in New York City are authorized or required by law
     to close; provided,  that when such term is used to describe a day on which
     a  borrowing,  payment  or  interest  rate  determination  is to be made in
     respect of a LIBO Rate CAF  Advance,  such day shall also be a day on which
     dealings in foreign currencies and exchange between banks may be carried on
     in London, England.

          "CAF Advance":  each CAF (competitive  advance  facility) Advance made
     pursuant to subsection 2.6.

          "CAF Advance  Availability  Period": the period from and including the
     Closing  Date to and  including  the  date  which  is 7 days  prior  to the
     Termination Date.

          "CAF Advance  Confirmation":  each confirmation by the Borrower of its
     acceptance of CAF Advance Offers, which confirmation shall be substantially
     in the form of Exhibit E and shall be delivered to the Administrative Agent
     by facsimile transmission.

          "CAF Advance  Interest  Payment  Date":  as to each CAF Advance,  each
     interest payment date specified by the Borrower for such CAF Advance in the
     related CAF Advance Request.

          "CAF Advance Maturity Date": as to any CAF Advance, the date specified
     by the Borrower  pursuant to paragraph  2.7(d)(ii) in its acceptance of the
     related CAF Advance Offer.

          "CAF Advance Note": as defined in subsection 2.22  (collectively,  the
     "CAF Advance Notes").

          "CAF  Advance  Offer":  each  offer by a Lender  to make CAF  Advances
     pursuant  to  a  CAF  Advance  Request,   which  offer  shall  contain  the
     information   specified  in  Exhibit  D  and  shall  be  delivered  to  the
     Administrative  Agent by  telephone,  immediately  confirmed  by  facsimile
     transmission.

          "CAF  Advance  Request":  each  request by the Borrower for Lenders to
     submit  bids  to  make  CAF  Advances,  which  request  shall  contain  the
     information in respect of such requested CAF Advances  specified in Exhibit
     C and  shall  be  delivered  to the  Administrative  Agent in  writing,  by
     facsimile transmission, or by telephone, immediately confirmed by facsimile
     transmission.

          "Capital  Stock":  any and all shares,  interests,  participations  or
     other equivalents  (however  designated) of capital stock of a corporation,
     any and all  equivalent  ownership  interests  in a  Person  (other  than a
     corporation)  and any and all  warrants or options to  purchase  any of the
     foregoing.

          "C/D  Assessment  Rate":  for any day as applied to any ABR Loan,  the
     annual  assessment  rate in effect on such day which is payable by a member
     of the Bank  Insurance  Fund  maintained by the Federal  Deposit  Insurance
     Corporation  (the  "FDIC")  classified  as   well-capitalized   and  within
     supervisory  subgroup  "B"  (or  a  comparable  successor  assessment  risk
     classification)  within  the  meaning  of 12 C.F.R.  Section  327.4 (or any
     successor provision) to the FDIC (or any successor) for the FDIC's (or such
     successor's)  insuring time deposits at offices of such  institution in the
     United States.

          "C/D Reserve Percentage": for any day as applied to any ABR Loan, that
     percentage  (expressed  as a  decimal)  which is in effect on such day,  as
     prescribed by the Board,  for determining  the maximum reserve  requirement
     for a Depositary  Institution  (as defined in Regulation D of the Board) in
     respect of new  non-personal  time deposits in Dollars having a maturity of
     30 days or more.

          "Chemical": Chemical Bank, a New York banking corporation.

          "Closing  Date":  the date,  on or before June 15, 1996,  on which the
     conditions precedent set forth in subsection 4.1 shall be satisfied.

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

          "Commitment":  as to any Lender, the obligation of such Lender to make
     Revolving Credit Loans to the Borrower hereunder in an aggregate  principal
     amount at any one time  outstanding  not to  exceed  the  amount  set forth
     opposite  such  Lender's  name on Schedule I, as such amount may be reduced
     from time to time in accordance with the provisions of this Agreement.

          "Commitment Percentage":  as to any Lender at any time, the percentage
     which  such  Lender's   Commitment   then   constitutes  of  the  aggregate
     Commitments  (or, at any time after the  Commitments  shall have expired or
     terminated,  the percentage  which the aggregate  principal  amount of such
     Lender's  Loans then  outstanding  constitutes  of the aggregate  principal
     amount of the Loans then outstanding).

          "Commitment  Period": the period from and including the date hereof to
     but not  including the  Termination  Date or such earlier date on which the
     Commitments shall terminate as provided herein.

          "Commonly Controlled Entity": an entity,  whether or not incorporated,
     which is under  common  control  with the  Borrower  within the  meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414 of the Code.

          "Consolidated  Funded  Debt":  at any time,  all  Indebtedness  of the
     Borrower  and its  Subsidiaries,  determined  on a  consolidated  basis  in
     accordance with GAAP, which has a final maturity (or which, pursuant to the
     terms of a revolving credit or similar agreement or otherwise, is renewable
     or  extendable  at the  option  of the  obligor  to a date or for a  period
     ending) more than 12 months after the date of the creation thereof.

          "Consolidated  Intangibles":  at any time, all amounts included in the
     Consolidated  Net Worth of the Borrower at such time which,  in  accordance
     with GAAP,  would be classified as intangible  assets,  net of  accumulated
     amortization,  on a  consolidated  balance  sheet of the  Borrower  and its
     Subsidiaries,   including,   without  limitation,   (a)  goodwill,  net  of
     accumulated  amortization,  (other than negative  goodwill),  including any
     amounts (however  designated on the balance sheet) representing the cost of
     acquisitions in excess of the sum of (i) underlying net tangible assets and
     (ii)  purchased  research and  development to the extent such costs will be
     expensed within 12 months of such acquisition, and (b) patents, trademarks,
     copyrights and other intangibles, net of accumulated amortization.

          "Consolidated  Net Worth":  at any time,  all amounts which would,  in
     accordance with GAAP, be included under shareholders'  equity or classified
     as temporary  equity, as prescribed by the Financial  Accounting  Standards
     Board  or  Securities  and  Exchange  Commission  (i.e.   contingent  stock
     repurchase  obligations),  on a consolidated  balance sheet of the Borrower
     and its Subsidiaries as at such time.

          "Consolidated  Tangible Net Worth":  at any time,  the amount equal to
     (a) Consolidated  Net Worth at such time less (b) Consolidated  Intangibles
     at such time.

          "Contractual  Obligation":  as to any  Person,  any  provision  of any
     security  issued by such Person or of any  agreement,  instrument  or other
     undertaking  to which  such  Person is a party or by which it or any of its
     property is bound.

          "Default":  any of the events  specified  in Section 7, whether or not
     any  requirement  for the giving of notice,  the lapse of time, or both, or
     any other condition, has been satisfied.

          "Dollars" and "$":  dollars in lawful currency of the United States of
     America.

          "Environmental Laws": any and all applicable foreign,  Federal, state,
     local or municipal laws, rules, regulations,  statutes,  ordinances, codes,
     decrees,  or other  enforceable  requirements or orders of any Governmental
     Authority or other Requirements of Law regulating,  relating to or imposing
     liability or standards of conduct concerning  protection of human health or
     the environment, as now or may at any time hereafter be in effect.

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

          "Eurocurrency  Reserve  Requirements":  for  any day as  applied  to a
     Eurodollar  Loan,  the  aggregate   (without   duplication)  of  the  rates
     (expressed as a decimal fraction) of reserve requirements in effect on such
     day  (including,  without  limitation,  basic,  supplemental,  marginal and
     emergency  reserves under any  regulations of the Board of Governors of the
     Federal Reserve System or other Governmental  Authority having jurisdiction
     with respect  thereto)  dealing with reserve  requirements  prescribed  for
     eurocurrency  funding (currently referred to as "Eurocurrency  Liabilities"
     in Regulation D of such Board) maintained by a member bank of such System.

          "Eurodollar Base Rate":  with respect to each day during each Interest
     Period  pertaining  to a Eurodollar  Loan,  the rate per annum equal to the
     average  (rounded  upward to the  nearest  1/16th of 1%) of the  respective
     rates notified to the Administrative Agent by each of the Reference Lenders
     as the rate at which such Reference Lender is offered Dollar deposits at or
     about  10:00  A.M.,  New York City  time,  two  Business  Days prior to the
     beginning of such Interest Period in the interbank  eurodollar market where
     the eurodollar and foreign  currency and exchange  operations in respect of
     its Eurodollar Loans are then being conducted for delivery on the first day
     of such Interest Period for the number of days comprised  therein and in an
     amount  comparable to the amount of its  Eurodollar  Loan to be outstanding
     during such Interest Period.

          "Eurodollar Loans": Revolving Credit Loans bearing interest based upon
     the Eurodollar Rate.

          "Eurodollar  Rate":  with  respect  to each day during  each  Interest
     Period  pertaining to a Eurodollar  Loan, a rate per annum  determined  for
     such day in accordance  with the following  formula  (rounded upward to the
     nearest 1/100th of 1%):

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

          "Event of Default": any of the events specified in Section 7, provided
     that any requirement for the giving of notice,  the lapse of time, or both,
     or any other condition, has been satisfied.

          "Facility Fee Rate": for each day during each calculation  period, the
     rate per annum  based on the  Ratings  in effect on such day,  as set forth
     below:

                       Facility
        Rating         Fee Rate

        Rating I       .065%
        Rating II      .070%
        Rating III     .080%
        Rating IV      .100%
        Rating V       .150%
        Rating VI      .225%

          "Financing  Lease":  any  lease of  property,  real or  personal,  the
     obligations  of the lessee in respect of which are  required in  accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "Fixed Rate CAF  Advance":  any CAF Advance  made  pursuant to a Fixed
     Rate CAF Advance Request.

          "Fixed Rate CAF Advance Request":  any CAF Advance Request  requesting
     the Lenders to offer to make CAF  Advances at a fixed rate (as opposed to a
     rate composed of the LIBO Rate plus (or minus) a margin).

          "GAAP":  generally accepted accounting principles in the United States
     of  America  consistent  with  those  utilized  in  preparing  the  audited
     financial statements referred to in subsection 3.1.

          "Governmental Authority": any nation or government, any state or other
     political   subdivision  thereof  and  any  entity  exercising   executive,
     legislative,   judicial,  regulatory  or  administrative  functions  of  or
     pertaining to government.

          "Guarantee Obligation":  as to any Person (the "guaranteeing person"),
     any  obligation  of (a)  the  guaranteeing  person  or (b)  another  Person
     (including,  without  limitation,  any bank  under any letter of credit) to
     induce  the  creation  of  which  the  guaranteeing  person  has  issued  a
     reimbursement,  counterindemnity  or  similar  obligation,  in either  case
     guaranteeing or in effect guaranteeing any Indebtedness,  leases, dividends
     or other obligations (the "primary  obligations") of any other third Person
     (the  "primary  obligor") in any manner,  whether  directly or  indirectly,
     including,  without limitation,  any obligation of the guaranteeing person,
     whether or not contingent,  (i) to purchase any such primary  obligation or
     any property  constituting  direct or indirect security  therefor,  (ii) to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation  or (2) to  maintain  working  capital or equity  capital of the
     primary  obligor or  otherwise to maintain the net worth or solvency of the
     primary  obligor,  (iii)  to  purchase  property,  securities  or  services
     primarily  for the  purpose  of  assuring  the  owner of any  such  primary
     obligation  of the ability of the primary  obligor to make  payment of such
     primary  obligation or (iv)  otherwise to assure or hold harmless the owner
     of any such primary obligation  against loss in respect thereof;  provided,
     however,  that the term Guarantee Obligation shall not include endorsements
     of  instruments  for  deposit  or  collection  in the  ordinary  course  of
     business. The amount of any Guarantee Obligation of any guaranteeing person
     shall be deemed to be the  lower of (a) an  amount  equal to the  stated or
     determinable  amount of the  primary  obligation  in  respect of which such
     Guarantee  Obligation  is made and (b) the  maximum  amount  for which such
     guaranteeing  person may be liable  pursuant to the terms of the instrument
     embodying such Guarantee Obligation, unless such primary obligation and the
     maximum  amount  for which such  guaranteeing  person may be liable are not
     stated  or  determinable,  in  which  case  the  amount  of such  Guarantee
     Obligation  shall  be such  guaranteeing  person's  reasonably  anticipated
     liability in respect thereof as determined by the Borrower in good faith.

          "Indebtedness":  of any Person at any date,  (a) all  indebtedness  of
     such  Person  for  borrowed  money or for the  deferred  purchase  price of
     property or services (other than current trade liabilities  incurred in the
     ordinary  course of  business  and  payable in  accordance  with  customary
     practices  and  earn-outs  and other  similar  obligations  in  respect  of
     acquisition and other similar  agreements),  (b) any other  indebtedness of
     such  Person  which is  evidenced  by a note,  bond,  debenture  or similar
     instrument,  (c) all obligations of such Person under Financing Leases, (d)
     all obligations of such Person in respect of acceptances  issued or created
     for the account of such Person and (e) all liabilities  secured by any Lien
     on any  property  owned by such  Person  even  though  such  Person has not
     assumed or otherwise become liable for the payment thereof.

          "Insolvency":  with respect to any  Multiemployer  Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Interest  Payment Date": (a) as to any ABR Loan, the last day of each
     March, June,  September and December,  (b) as to any Eurodollar Loan having
     an Interest  Period of three months or less,  the last day of such Interest
     Period,  and (c) as to any Eurodollar Loan having an Interest Period longer
     than three  months,  each day which is three  months,  or a whole  multiple
     thereof,  after the first day of such  Interest  Period and the last day of
     such Interest Period.

          "Interest Period": with respect to any Eurodollar Loan:

               (i)  initially,   the  period  commencing  on  the  borrowing  or
          conversion  date, as the case may be, with respect to such  Eurodollar
          Loan and ending one, two, three or six months (or, if available to all
          Lenders,  nine  or  twelve  months)  thereafter,  as  selected  by the
          Borrower in its notice of  borrowing or notice of  conversion,  as the
          case may be, given with respect thereto; and

               (ii)  thereafter,  each period  commencing on the last day of the
          next preceding  Interest Period applicable to such Eurodollar Loan and
          ending one, two, three or six months (or, if available to all Lenders,
          nine or twelve  months)  thereafter,  as selected  by the  Borrower by
          irrevocable  notice to the  Administrative  Agent not less than  three
          Business  Days  prior to the last  day of the  then  current  Interest
          Period with respect thereto;

     provided that, all of the foregoing provisions relating to Interest Periods
     are subject to the following:

               (1) if any Interest  Period would  otherwise end on a day that is
          not a Business Day, such Interest Period shall be extended to the next
          succeeding  Business Day unless the result of such extension  would be
          to carry such  Interest  Period into another  calendar  month in which
          event such  Interest  Period  shall end on the  immediately  preceding
          Business Day;

               (2) any Interest  Period that would  otherwise  extend beyond the
          Termination Date shall end on the Termination Date; and

               (3) any Interest Period that begins on the last Business Day of a
          calendar  month  (or  on a day  for  which  there  is  no  numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period) shall end on the last Business Day of a calendar month.

          "LIBO  Rate":  in  respect  of any LIBO Rate CAF  Advance,  the London
     interbank offered rate for deposits in Dollars for the period commencing on
     the date of such CAF Advance and ending on the CAF  Advance  Maturity  Date
     with respect  thereto which appears on Telerate Page 3750 as of 11:00 A.M.,
     London time, two Business Days prior to the beginning of such period.

          "LIBO Rate CAF Advance":  any CAF Advance made pursuant to a LIBO Rate
     CAF Advance Request.

          "LIBO Rate CAF Advance  Request":  any CAF Advance Request  requesting
     the Lenders to offer to make CAF Advances at an interest  rate equal to the
     LIBO Rate plus (or minus) a margin.

          "Lien":  any  mortgage,  pledge,  hypothecation,  assignment,  deposit
     arrangement,  encumbrance,  lien  (statutory  or  other),  charge  or other
     security interest or any preference,  priority or other security  agreement
     or preferential  arrangement of any kind or nature  whatsoever  (including,
     without limitation, any conditional sale or other title retention agreement
     and any Financing  Lease having  substantially  the same economic effect as
     any of the foregoing).

          "Loan": any Revolving Credit Loan or CAF Advance, as the case may be.

          "Loan Documents": this Agreement and any Notes.

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

          "Material  Adverse  Effect":  a  material  adverse  effect  on (a) the
     business, operations, property or condition (financial or otherwise) of the
     Borrower  and its  Subsidiaries  taken  as a whole or (b) the  validity  or
     enforceability  of this or any of the other Loan Documents or the rights or
     remedies  of  the   Administrative   Agent  or  the  Lenders  hereunder  or
     thereunder.

          "Materials  of  Environmental  Concern":  any  gasoline  or  petroleum
     (including crude oil or any fraction thereof) or petroleum  products or any
     hazardous or toxic substances, materials or wastes, defined or regulated as
     such in or under any  Environmental  Law,  including,  without  limitation,
     asbestos, polychlorinated biphenyls and urea- formaldehyde insulation.

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

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

          "Non-Excluded Taxes": as defined in subsection 2.19.

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

          "Participant": as defined in subsection 9.6(b).

          "PBGC": the Pension Benefit Guaranty Corporation  established pursuant
     to Subtitle A of Title IV of ERISA.

          "Person":  an individual,  partnership,  corporation,  business trust,
     joint stock  company,  trust,  unincorporated  association,  joint venture,
     Governmental Authority or other entity of whatever nature.

          "Plan":  at a  particular  time,  any  employee  benefit plan which is
     covered  by ERISA  and in  respect  of which  the  Borrower  or a  Commonly
     Controlled  Entity is (or, if such plan were terminated at such time, would
     under  Section 4069 of ERISA be deemed to be) an  "employer"  as defined in
     Section 3(5) of ERISA.

          "Properties": as defined in subsection 3.14.

          "Rating":  the  respective  rating  of  each  of the  Rating  Agencies
     applicable to the long-term  senior unsecured  non-credit  enhanced debt of
     the Borrower, as announced by the Rating Agencies from time to time.

          "Rating Agencies": collectively, S&P and Moody's.

          "Rating Category": each of Rating I, Rating II, Rating III, Rating IV,
     Rating V and Rating VI.

          "Rating I, Rating II, Rating III,  Rating IV, Rating V and Rating VI":
     the respective Ratings set forth below:

       Rating
       Category         S&P                      Moody's

       Rating I         greater than or          greater than or
                        equal to AA-             equal to Aa3

       Rating II        lower than AA-           lower than Aa3
                        and greater than         and greater than or
                        or equal to A            equal to A2

       Rating III       lower than A             lower than A2
                        and greater than         and greater than or
                        or equal to A-           equal to A3

       Rating IV        lower than A-            lower than A3
                        and greater than         and greater than or
                        or equal to BBB+         equal to Baa1

       Rating V         lower than BBB+          lower than Baa1
                        and greater than         and greater than or
                        or equal to BBB-         equal to Baa3

       Rating VI        lower than BBB-          lower than Baa3

     provided,  that (i) if on any day the Ratings of the Rating Agencies do not
     fall in the same Rating Category,  and the lower of such Ratings (i.e., the
     Rating  Category  designated by a numerically  higher Roman numeral) is one
     Rating  Category  lower  than the higher of such  Ratings,  then the Rating
     Category of the higher of such Ratings  shall be  applicable  for such day,
     (ii) if on any day the  Ratings of the Rating  Agencies  do not fall in the
     same Rating Category, and the lower of such Ratings is more than one Rating
     Category  lower than the higher of such Ratings,  then the Rating  Category
     next higher from that of the lower of such Ratings shall be applicable  for
     such day, (iii) if on any day the Rating of only one of the Rating Agencies
     is available,  then the Rating  Category of such Rating shall be applicable
     for such day and (iv) if on any day a Rating is  available  from neither of
     the Rating  Agencies,  then Rating VI shall be applicable for such day. Any
     change in the  applicable  Rating  Category  resulting from a change in the
     Rating of a Rating Agency shall become effective on the date such change is
     publicly announced by such Rating Agency.

          "Reference Lenders":  Chemical,  The First National Bank of Boston and
     Morgan Guaranty Trust Company of New York.

          "Register": as defined in subsection 9.6(d).

          "Reorganization":   with  respect  to  any  Multiemployer   Plan,  the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "Reportable  Event": any of the events set forth in Section 4043(b) of
     ERISA,  other than those events as to which the thirty day notice period is
     waived  under  subsections  .13,  .14,  .16,  .18,  .19 or .20 of PBGC Reg.
     Section 2615.

          "Requirement   of  Law":  as  to  any  Person,   the   Certificate  of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator  or a court  or  other  Governmental  Authority,  in  each  case
     applicable  to or binding  upon such  Person or any of its  property  or to
     which such Person or any of its property is subject.

          "Responsible  Officer":  the chief executive officer and the president
     of the Borrower or, with respect to financial matters,  the chief financial
     officer of the Borrower.

          "Revolving Credit Loans": as defined in subsection 2.1.

          "Revolving Credit Note": as defined in subsection 2.22(d).

          "S&P": Standard & Poor's Ratings Services.

          "Single  Employer  Plan":  any Plan  which is  covered  by Title IV of
     ERISA, but which is not a Multiemployer Plan.

          "Subsidiary":  as to any Person,  a corporation,  partnership or other
     entity  of  which  shares  of stock or  other  ownership  interests  having
     ordinary voting power (other than stock or such other  ownership  interests
     having  such power only by reason of the  happening  of a  contingency)  to
     elect a  majority  of the  board of  directors  or other  managers  of such
     corporation,  partnership  or other  entity are at the time  owned,  or the
     management of which is otherwise controlled, directly or indirectly through
     one or more  intermediaries,  or both,  by such  Person.  Unless  otherwise
     qualified,  all references to a "Subsidiary" or to  "Subsidiaries"  in this
     Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

          "Termination  Date":  the fifth  anniversary of the Closing Date or as
     otherwise extended pursuant to subsection 2.4.

          "Tranche":  the  collective  reference  to  Eurodollar  Loans the then
     current  Interest  Periods  with  respect to all of which begin on the same
     date and end on the same  later  date  (whether  or not  such  Loans  shall
     originally  have been made on the same day);  Tranches may be identified as
     "Eurodollar Tranches".

          "Transferee": as defined in subsection 9.6(f).

          "Type":  as to any Revolving Credit Loan, its nature as an ABR Loan or
     a Eurodollar Loan.

     1.2 Other Definitional Provisions.  (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
any  Notes or any  certificate  or other  document  made or  delivered  pursuant
hereto.

     (b) As used herein and in any Notes,  and any certificate or other document
made or delivered pursuant hereto, accounting terms relating to the Borrower and
its  Subsidiaries  not defined in  subsection  1.1 and  accounting  terms partly
defined in subsection 1.1, to the extent not defined,  shall have the respective
meanings given to them under GAAP.

     (c) The words  "hereof",  "herein"  and  "hereunder"  and words of  similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any  particular  provision of this  Agreement,  and Section,  subsection,
Schedule  and  Exhibit   references  are  to  this  Agreement  unless  otherwise
specified.

     (d) The meanings given to terms defined herein shall be equally  applicable
to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

     2.1 Revolving Credit  Commitments.  (a) Subject to the terms and conditions
hereof,  each Lender severally agrees to make revolving credit loans ("Revolving
Credit Loans") to the Borrower from time to time during the Commitment Period in
an  aggregate  principal  amount at any one time  outstanding  not to exceed the
amount of such Lender's  Commitment,  provided,  that the aggregate  outstanding
principal  amount of Loans shall not at any time exceed the aggregate  amount of
the  Commitments.  During  the  Commitment  Period  the  Borrower  may  use  the
Commitments  by borrowing,  prepaying the Revolving  Credit Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof.

     (b) The  Revolving  Credit  Loans may from  time to time be (i)  Eurodollar
Loans,  (ii) ABR Loans or (iii) a  combination  thereof,  as  determined  by the
Borrower and notified to the Administrative Agent in accordance with subsections
2.2 and  2.11,  provided  that  no  Revolving  Credit  Loan  shall  be made as a
Eurodollar Loan after the day that is one month prior to the Termination Date.

     2.2 Procedure for Revolving Credit Borrowing. The Borrower may borrow under
the Commitments  during the Commitment Period on any Business Day, provided that
the Borrower  shall give the  Administrative  Agent  irrevocable  notice  (which
notice  must be received by the  Administrative  Agent prior to 10:00 A.M.,  New
York City time, (a) three Business Days prior to the requested  Borrowing  Date,
if all or any part of the requested  Revolving  Credit Loans are to be initially
Eurodollar Loans or (b) one Business Day prior to the requested  Borrowing Date,
otherwise),  specifying  (i) the  amount  to be  borrowed,  (ii)  the  requested
Borrowing Date,  (iii) whether the borrowing is to be of Eurodollar  Loans,  ABR
Loans or a  combination  thereof and (iv) if the  borrowing is to be entirely or
partly of  Eurodollar  Loans,  the amount of such Type of Loan and the length of
the initial Interest Period therefor. Each borrowing under the Commitments shall
be in an amount  equal to (x) in the case of ABR  Loans,  $5,000,000  or a whole
multiple of $1,000,000 in excess thereof (or, if the then Available  Commitments
are less than $1,000,000,  such lesser amount) and (y) in the case of Eurodollar
Loans,  $5,000,000 or a whole  multiple of $1,000,000  in excess  thereof.  Upon
receipt of any such notice from the  Borrower,  the  Administrative  Agent shall
promptly notify each Lender thereof. Each Lender will make the amount of its pro
rata  share of each  borrowing  available  to the  Administrative  Agent for the
account of the Borrower at the office of the  Administrative  Agent specified in
subsection  9.2 prior to 11:00 A.M.,  New York City time, on the Borrowing  Date
requested by the Borrower in funds immediately  available to the  Administrative
Agent.  Such  borrowing  will  then be made  available  to the  Borrower  by the
Administrative  Agent crediting the account of the Borrower on the books of such
office with the  aggregate of the amounts made  available to the  Administrative
Agent by the Lenders and in like funds as received by the Administrative Agent.

     2.3 Facility Fee. The Borrower  agrees to pay to the  Administrative  Agent
for the account of each Lender a facility fee for the period from and  including
the first day of the Commitment Period to the Termination Date,  computed at the
Facility Fee Rate on the average  daily amount of the  Commitment of such Lender
(regardless  of usage)  during  the period  for which  payment is made,  payable
quarterly in arrears on the last day of each March, June, September and December
and on the Termination Date or such earlier date on which the Commitments  shall
terminate  as provided  herein,  commencing  on the first of such dates to occur
after the date hereof.

     2.4 Termination or Reduction of Commitments; Extension of Termination Date.
(a) The Borrower  shall have the right,  upon not less than five Business  Days'
notice to the  Administrative  Agent, to terminate the Commitments or, from time
to time, to reduce the amount of the Commitments. Any such reduction shall be in
an amount  equal to  $5,000,000  or a whole  multiple  thereof and shall  reduce
permanently the Commitments then in effect.

     (b)(i) The Borrower may  request,  in a notice given as herein  provided to
the  Administrative  Agent and each of the Lenders not less than 90 days and not
more than 120 days prior to the second anniversary of the Closing Date, that the
Termination  Date (the  "Existing  Termination  Date") be extended.  Such notice
shall specify the requested new  Termination  Date (the  "Requested  Termination
Date"),  which shall be not more than 24 months after the  Existing  Termination
Date. Each Lender,  acting in its sole discretion,  shall, not later than a date
30 days  after its  receipt of any such  notice  from the  Borrower,  notify the
Borrower  and the  Administrative  Agent in writing of its election to extend or
not to extend the Termination  Date with respect to its  Commitment.  Any Lender
which shall not timely notify the Borrower and the  Administrative  Agent of its
election to extend the  Termination  Date shall be deemed to have elected not to
extend the  Termination  Date with  respect to its  Commitment  (any  Lender who
timely notifies the Borrower and the Administrative  Agent of an election not to
extend its Commitment and any Lender so deemed to have elected not to extend its
Commitment  being  referred to as a "Terminating  Lender").  The election of any
Lender to agree to a requested  extension shall not obligate any other Lender so
to agree.

     (ii) If and only if Lenders holding Commitments that aggregate at least 60%
of the aggregate  amount of the Commitments on the date of the notice  delivered
by the Borrower pursuant to subparagraph (i) above (including Commitments of all
Terminating  Lenders on such date)  shall have  agreed  during the 30 day period
referred to in such  subparagraph (i) to extend the Existing  Termination  Date,
then (A) the  Commitments  of the Lenders  other than  Terminating  Lenders (the
"Continuing  Lenders") shall, subject to the other provisions of this Agreement,
be extended to the Requested  Termination  Date specified in the notice from the
Borrower,  and as to such Lenders the term  "Termination  Date", as used herein,
shall on and after the date as of which the  requested  extension  is  effective
mean  such  Requested  Termination  Date,  provided  that if such  date is not a
Business Day, then such Requested  Termination  Date shall be the next preceding
Business Day and (B) the Commitments of the  Terminating  Lenders shall continue
until the Existing  Termination  Date, and shall then  terminate,  and as to the
Terminating Lenders, the term "Termination Date", as used herein, shall continue
to mean the Existing Termination Date.

     (c) In the event that the Termination Date shall have been extended for the
Continuing  Lenders in  accordance  with  paragraph (b) above and, in connection
with such extension, there are Terminating Lenders, the Borrower may, at its own
expense,  require any  Terminating  Lender to transfer and assign in whole or in
part,  without  recourse (in accordance  with subsection 9.6) all or part of its
interests,  rights and  obligations  under this  Agreement  (other  than any CAF
Advances owing to such Terminating Lender) to an assignee (which assignee may be
another  Lender,  if another Lender accepts such  assignment)  that shall assume
such assigned  obligations  and that shall agree that its Commitment will expire
on the  Termination  Date in effect  for  Continuing  Lenders  pursuant  to such
paragraph (b);  provided,  however,  that (i) the Borrower shall have received a
written consent of the  Administrative  Agent in the case of an assignee that is
not a Lender  (which  consent shall not  unreasonably  be withheld) and (ii) the
assigning  Lender shall have  received  from the Borrower or such  assignee full
payment in immediately  available funds of the principal of and interest accrued
to the date of such payment on the Loans made by it hereunder to the extent that
such Loans are subject to such  assignment,  the  facility  fees accrued on such
Lender's  Commitment  under  subsection  2.3 to the date of such payment and all
other amounts owed to it hereunder  (including any amounts that would be payable
to the assigning  Lender pursuant to subsection  2.20 if such  assignment  were,
instead,  a  prepayment  of the  Loans  of such  Lender).  Any  such  assignee's
Termination  Date  shall be the  Termination  Date in effect at the time of such
assignment for the Continuing Lenders.  The Borrower shall not have any right to
require a Lender to assign any part of its  interests,  rights  and  obligations
under this Agreement  pursuant to this paragraph (c) unless it has notified such
Lender of its  intention  to require  the  assignment  thereof at least ten days
prior to the proposed assignment date.

     2.5 Repayment of Loans. The Borrower hereby unconditionally promises to pay
to the  Administrative  Agent for the  account of each  Lender  the then  unpaid
principal amount of each Revolving Credit Loan of such Lender on the Termination
Date (or such  earlier date on which the  Revolving  Credit Loans become due and
payable  pursuant  to Section  7). The  Borrower  hereby  further  agrees to pay
interest on the unpaid  principal amount of the Revolving Credit Loans from time
to time  outstanding  from the date hereof until  payment in full thereof at the
rates per annum, and on the dates, set forth in subsection 2.13.

     2.6 CAF Advances.  Subject to the terms and  conditions of this  Agreement,
the  Borrower  may borrow CAF  Advances  from time to time on any  Business  Day
during the CAF Advance  Availability  Period.  CAF  Advances  may be borrowed in
amounts such that the aggregate  amount of Loans  outstanding  at any time shall
not exceed the  aggregate  amount of the  Commitments  at such time.  Within the
limits and on the conditions hereinafter set forth with respect to CAF Advances,
the Borrower from time to time may borrow, repay and reborrow CAF Advances.

     2.7 Procedure for CAF Advance Borrowing. (a) The Borrower shall request CAF
Advances by delivering a CAF Advance Request to the  Administrative  Agent,  not
later  than 12:00  Noon (New York City  time)  four  Business  Days prior to the
proposed  Borrowing Date (in the case of a LIBO Rate CAF Advance  Request),  and
not later  than 10:00 A.M.  (New York City time) one  Business  Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request).  Each
CAF Advance  Request in respect of any  Borrowing  Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate  principal  amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof and having not more than
three  alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for
each CAF  Advance  shall be the date set  forth  therefor  in the  relevant  CAF
Advance Request,  which date shall be (i) not less than 7 days nor more than 360
days after the Borrowing Date therefor, in the case of a Fixed Rate CAF Advance,
(ii) not less than one month nor more than  twelve  months  after the  Borrowing
Date  therefor,  in the case of a LIBO CAF  Advance and (iii) not later than the
Termination Date, in the case of any CAF Advance. The Administrative Agent shall
notify each Lender  promptly by facsimile  transmission  of the contents of each
CAF Advance Request received by the Administrative Agent.

     (b) In the case of a LIBO Rate CAF Advance Request,  upon receipt of notice
from the Administrative Agent of the contents of such CAF Advance Request,  each
Lender may elect, in its sole  discretion,  to offer  irrevocably to make one or
more  CAF  Advances  at the  applicable  LIBO  Rate  plus  (or  minus)  a margin
determined by such Lender in its sole discretion for each such CAF Advance.  Any
such  irrevocable  offer shall be made by  delivering a CAF Advance Offer to the
Administrative  Agent, before 10:30 A.M. (New York City time) on the day that is
three Business Days before the proposed Borrowing Date, setting forth:

          (i) the maximum  amount of CAF Advances for each CAF Advance  Maturity
     Date and the aggregate  maximum  amount of CAF Advances for all CAF Advance
     Maturity  Dates which such Lender  would be willing to make (which  amounts
     may, subject to subsection 2.6, exceed such Lender's Commitment); and

          (ii) the margin above or below the applicable  LIBO Rate at which such
     Lender is willing to make each such CAF Advance.

The  Administrative  Agent shall advise the Borrower before 11:00 A.M. (New York
City  time)  on the date  which  is three  Business  Days  before  the  proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. If
the Administrative  Agent, in its capacity as a Lender, shall elect, in its sole
discretion,  to make any such CAF Advance Offer, it shall advise the Borrower of
the contents of its CAF Advance  Offer before 10:15 A.M. (New York City time) on
the date which is three Business Days before the proposed Borrowing Date.

     (c) In the case of a Fixed Rate CAF Advance Request, upon receipt of notice
from the Administrative Agent of the contents of such CAF Advance Request,  each
Lender may elect, in its sole  discretion,  to offer  irrevocably to make one or
more CAF  Advances at a rate of interest  determined  by such Lender in its sole
discretion for each such CAF Advance.  Any such irrevocable  offer shall be made
by delivering a CAF Advance Offer to the  Administrative  Agent before 9:30 A.M.
(New York City time) on the proposed Borrowing Date, setting forth:

          (i) the maximum  amount of CAF Advances for each CAF Advance  Maturity
     Date, and the aggregate  maximum amount for all CAF Advance Maturity Dates,
     which such Lender would be willing to make (which  amounts may,  subject to
     subsection 2.6, exceed such Lender's Commitment); and

          (ii) the rate of interest at which such Lender is willing to make each
     such CAF Advance.

The  Administrative  Agent shall advise the Borrower before 10:00 A.M. (New York
City  time) on the  proposed  Borrowing  Date of the  contents  of each such CAF
Advance Offer received by it. If the Administrative  Agent, in its capacity as a
Lender, shall elect, in its sole discretion, to make any such CAF Advance Offer,
it shall  advise the  Borrower of the  contents of its CAF Advance  Offer before
9:15 A.M. (New York City time) on the proposed Borrowing Date.

     (d) Before 11:30 A.M.  (New York City time) three  Business Days before the
proposed  Borrowing  Date (in the case of CAF Advances  requested by a LIBO Rate
CAF Advance  Request) and before 10:30 A.M. (New York City time) on the proposed
Borrowing  Date  (in the  case of CAF  Advances  requested  by a Fixed  Rate CAF
Advance Request), the Borrower, in its absolute discretion, shall:

          (i) cancel such CAF Advance Request by giving the Administrative Agent
     telephone notice to that effect, or

          (ii)  by  giving   telephone  notice  to  the   Administrative   Agent
     (immediately  confirmed  by delivery to the  Administrative  Agent of a CAF
     Advance  Confirmation  by  facsimile   transmission)  (A)  subject  to  the
     provisions of subsection  2.7(e),  accept one or more of the offers made by
     any Lender or Lenders pursuant to subsection  2.7(b) or subsection  2.7(c),
     as the case may be,  and (B) reject any  remaining  offers  made by Lenders
     pursuant to subsection 2.7(b) or subsection 2.7(c), as the case may be.

     (e) The  Borrower's  acceptance  of CAF  Advances  in  response  to any CAF
Advance Offers shall be subject to the following limitations:

          (i) the amount of CAF Advances  accepted for each CAF Advance Maturity
     Date  specified by any Lender in its CAF Advance Offer shall not exceed the
     maximum  amount for such CAF Advance  Maturity  Date  specified in such CAF
     Advance Offer;

          (ii) the aggregate amount of CAF Advances accepted for all CAF Advance
     Maturity  Dates  specified by any Lender in its CAF Advance Offer shall not
     exceed the aggregate maximum amount specified in such CAF Advance Offer for
     all such CAF Advance Maturity Dates;

          (iii) the Borrower may not accept  offers for CAF Advances for any CAF
     Advance  Maturity  Date in an aggregate  principal  amount in excess of the
     maximum principal amount requested in the related CAF Advance Request; and

          (iv) if the Borrower accepts any of such offers, it must accept offers
     based solely upon pricing for each  relevant CAF Advance  Maturity Date and
     upon no other criteria whatsoever, and if two or more Lenders submit offers
     for any CAF Advance  Maturity  Date at  identical  pricing and the Borrower
     accepts  any of such  offers  but does not wish to (or,  by  reason  of the
     limitations  set forth in subsection  2.6,  cannot) borrow the total amount
     offered by such Lenders with such  identical  pricing,  the Borrower  shall
     accept offers from all of such Lenders in amounts  allocated among them pro
     rata  according to the amounts  offered by such Lenders  (with  appropriate
     rounding,  in the sole  discretion  of the  Borrower,  to assure  that each
     accepted CAF Advance is an integral multiple of $1,000,000);  provided that
     if the number of Lenders  that submit  offers for any CAF Advance  Maturity
     Date at identical  pricing is such that,  after the  Borrower  accepts such
     offers  pro  rata in  accordance  with  the  foregoing  provisions  of this
     paragraph, the CAF Advance to be made by any such Lender would be less than
     $5,000,000 principal amount, the number of such Lenders shall be reduced by
     the  Administrative  Agent by lot until the CAF Advances to be made by each
     such  remaining  Lender would be in a principal  amount of $5,000,000 or an
     integral multiple of $1,000,000 in excess thereof.

     (f) If the Borrower  notifies the  Administrative  Agent that a CAF Advance
Request is cancelled pursuant to subsection 2.7(d)(i),  the Administrative Agent
shall give prompt telephone notice thereof to the Lenders.

     (g) If the Borrower accepts  pursuant to subsection  2.7(d)(ii) one or more
of the offers made by any Lender or Lenders,  the Administrative  Agent promptly
shall  notify  each  Lender  which has made  such an offer of (i) the  aggregate
amount  of such  CAF  Advances  to be made on such  Borrowing  Date for each CAF
Advance Maturity Date and (ii) the acceptance or rejection of any offers to make
such CAF Advances made by such Lender. Before 12:00 Noon (New York City time) on
the Borrowing Date specified in the applicable CAF Advance Request,  each Lender
whose  CAF  Advance  Offer  has  been  accepted  shall  make  available  to  the
Administrative Agent at its office set forth in subsection 9.2 the amount of CAF
Advances  to be  made  by such  Lender,  in  immediately  available  funds.  The
Administrative  Agent will make such funds  available to the Borrower as soon as
practicable on such date at such office of the Administrative  Agent. As soon as
practicable  after each Borrowing  Date, the  Administrative  Agent shall notify
each Lender of the aggregate  amount of CAF Advances  advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.

     2.8 CAF Advance Payments. (a) The Borrower hereby unconditionally  promises
to pay to the  Administrative  Agent,  for the account of each Lender  which has
made a CAF Advance,  on the applicable CAF Advance Maturity Date the then unpaid
principal  amount of such CAF  Advance.  The  Borrower  shall  have the right to
prepay any  principal  amount of any CAF  Advance  only with the  consent of the
Lender to which such CAF Advance is owed.

     (b) The Borrower shall pay interest on the unpaid  principal amount of each
CAF Advance from the Borrowing Date to the applicable CAF Advance  Maturity Date
at the rate of  interest  specified  in the CAF  Advance  Offer  accepted by the
Borrower  in  connection  with such CAF  Advance  (calculated  on the basis of a
360-day year for actual days  elapsed),  payable on each  applicable CAF Advance
Interest Payment Date.

     (c) If all or a portion of (i) any principal of any Loan, (ii) any interest
payable  thereon,  (iii)  any  facility  fee or (iv) any  other  amount  payable
hereunder  shall  not be paid  when due  (whether  at the  stated  maturity,  by
acceleration or otherwise),each  outstanding CAF Advance shall, without limiting
any rights of any Lender under this  Agreement,  bear  interest from the date on
which such  payment was due at a rate per annum which is 2% above the rate which
would  otherwise be  applicable to such CAF Advance until the stated CAF Advance
Maturity  Date of such CAF Advance,  and for each day  thereafter  at a rate per
annum which is 2% above the ABR, in each case until such payment is paid in full
(as well after as before judgment). Interest accruing pursuant to this paragraph
(c) shall be payable from time to time on demand.

     2.9  Certain  Restrictions  with  Respect to CAF  Advances.  A CAF  Advance
Request  may  request  offers for CAF  Advances  to be made on not more than one
Borrowing Date and to mature on not more than three CAF Advance  Maturity Dates.
No CAF Advance  Request may be submitted  earlier than five  Business Days after
submission of any other CAF Advance Request.

     2.10  Optional  Prepayments.  The Borrower may at any time and from time to
time prepay the Loans,  in whole or in part,  without  premium or penalty (other
than any amounts  payable  pursuant to  subsection  2.20 if such  prepayment  of
Eurodollar Loans is made on a day other than the last day of the Interest Period
with respect thereto),  upon at least four Business Days' irrevocable  notice to
the  Administrative  Agent,  specifying  the date and amount of  prepayment  and
whether  the  prepayment  is of  Eurodollar  Loans,  ABR Loans or a  combination
thereof,  and, if of a combination  thereof,  the amount allocable to each. Upon
receipt of any such notice the  Administrative  Agent shall promptly notify each
Lender thereof. If any such notice is given, the amount specified in such notice
shall  be due and  payable  on the date  specified  therein,  together  with any
amounts payable pursuant to subsection 2.20.

     2.11 Conversion and  Continuation.  (a) The Borrower may elect from time to
time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent
at least two  Business  Days' prior  irrevocable  notice of such  election.  The
Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by
giving the Administrative  Agent at least three Business Days' prior irrevocable
notice of such election. Any such notice of conversion to Eurodollar Loans shall
specify the length of the initial Interest Period therefor.  Upon receipt of any
such notice the Administrative  Agent shall promptly notify each Lender thereof.
All or any part of outstanding  Eurodollar  Loans and ABR Loans may be converted
as provided herein, provided that (i) no Loan may be converted into a Eurodollar
Loan  when  any  Event  of  Default  has  occurred  and is  continuing  and  the
Administrative  Agent has or the Majority  Lenders have  determined  that such a
conversion  is  not  appropriate  and  (ii)  no  Loan  may be  converted  into a
Eurodollar Loan after the date that is one month prior to the Termination Date.

     (b) Any  Eurodollar  Loans may be continued as such upon the  expiration of
the then current  Interest  Period with respect  thereto by the Borrower  giving
notice to the Administrative Agent, in accordance with the applicable provisions
of the term "Interest  Period" set forth in subsection 1.1, of the length of the
next Interest Period to be applicable to such Loans, provided that no Eurodollar
Loan may be  continued as such (i) when any Event of Default has occurred and is
continuing  and  the  Administrative  Agent  has or the  Majority  Lenders  have
determined  that such a continuation  is not  appropriate or (ii) after the date
that is one month prior to the Termination Date, and provided,  further, that if
the  Borrower  shall  fail to give such  notice or if such  continuation  is not
permitted,  such Loans shall be automatically converted to ABR Loans on the last
day of such then expiring Interest Period.

     2.12 Minimum Amounts and Maximum Number of. All borrowings, conversions and
continuations  of  Loans  hereunder  and  all  selections  of  Interest  Periods
hereunder  shall be in such  amounts and be made  pursuant to such  elections so
that, after giving effect thereto,  the aggregate  principal amount of the Loans
comprising  each  Eurodollar  Tranche  shall be equal to  $5,000,000  or a whole
multiple of $1,000,000 in excess thereof. In no event shall there be more than 6
Eurodollar Tranches outstanding at any time.

     2.13 Interest Rates and Payment Dates.  (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per  annum  equal  to the  Eurodollar  Rate  determined  for  such  day plus the
Applicable Margin.

     (b) Each ABR Loan shall bear  interest at a rate per annum equal to the ABR
plus the Applicable Margin.

     (c) If all or a portion of (i) any principal of any Loan, (ii) any interest
payable  thereon,  (iii)  any  facility  fee or (iv) any  other  amount  payable
hereunder  shall  not be paid  when due  (whether  at the  stated  maturity,  by
acceleration or otherwise),  the principal of the Revolving Credit Loans and any
such overdue  interest,  commitment fee or other amount shall bear interest at a
rate per  annum  which  is (x) in the case of  principal,  the rate  that  would
otherwise be applicable  thereto  pursuant to the  foregoing  provisions of this
subsection plus 2% or (y) in the case of any such overdue interest, facility fee
or other amount, the rate described in paragraph (b) of this subsection plus 2%,
in each case from the date of such  non-payment  until such  overdue  principal,
interest,  commitment  fee or other  amount  is paid in full  (as well  after as
before judgment).

     (d)  Interest  pursuant to this  subsection  shall be payable in arrears on
each  Interest  Payment  Date,  provided  that  interest  accruing  pursuant  to
paragraph (c) of this subsection shall be payable from time to time on demand.

     2.14 Computation of Interest and Fees. (a) Whenever it is calculated on the
basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed;  and, otherwise,
interest  and fees shall be  calculated  on the basis of a 360- day year for the
actual days  elapsed.  The  Administrative  Agent  shall as soon as  practicable
notify the Borrower and the Lenders of each  determination of a Eurodollar Rate.
Any change in the interest  rate on a Loan  resulting  from a change in the ABR,
the  Eurocurrency  Reserve  Requirements,  the  C/D  Assessment  Rate or the C/D
Reserve  Percentage  shall become effective as of the opening of business on the
day on which such change becomes effective.  The  Administrative  Agent shall as
soon as  practicable  notify the Borrower and the Lenders of the effective  date
and the amount of each such change in interest rate.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the   Borrower  and  the  Lenders  in  the  absence  of  manifest   error.   The
Administrative  Agent  shall,  at the  request of the  Borrower,  deliver to the
Borrower a statement showing the quotations used by the Administrative  Agent in
determining any interest rate pursuant to subsection 2.13(a) or (c).

     (c) If  any  Reference  Lender  shall  for  any  reason  no  longer  have a
Commitment or any Loans,  such Reference  Lender shall  thereupon  cease to be a
Reference Lender, and if, as a result,  there shall only be one Reference Lender
remaining,  the  Administrative  Agent (after  consultation with the Lenders and
with the  consent  of the  Borrower  (which  consent  shall not be  unreasonably
withheld))  shall, by notice to the Borrower and the Lenders,  designate another
Lender as a  Reference  Lender so that there  shall at all times be at least two
Reference Lenders.

     (d) Each Reference Lender shall use its best efforts to furnish  quotations
of  rates to the  Administrative  Agent as  contemplated  hereby.  If any of the
Reference  Lenders shall be unable or shall  otherwise fail to supply such rates
to the  Administrative  Agent  upon its  request,  the rate of  interest  shall,
subject to the provisions of subsection  2.15, be determined on the basis of the
quotations of the remaining Reference Lenders or Reference Lender.

     2.15 Inability to Determine Interest Rate. If prior to the first day of any
Interest Period:

          (a)  the   Administrative   Agent   shall   have   determined   (which
     determination  shall be conclusive and binding upon the Borrower)  that, by
     reason  of  circumstances  affecting  the  relevant  market,  adequate  and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period, or

          (b) the  Administrative  Agent  shall have  received  notice  from the
     Majority  Lenders that the Eurodollar  Rate  determined or to be determined
     for such Interest Period will not adequately and fairly reflect the cost to
     such  Lenders  (as  conclusively  certified  by such  Lenders) of making or
     maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as  practicable  thereafter.  If such notice is
given (x) any  Eurodollar  Loans  requested  to be made on the first day of such
Interest Period shall be made as ABR Loans, provided, that,  notwithstanding the
provisions  of  subsection  2.2,  the  Borrower  may cancel the request for such
Eurodollar Loan by written notice to the  Administrative  Agent one Business Day
prior to the first day of such  Interest  Period and the  Borrower  shall not be
subject  to any  liability  pursuant  to  subsection  2.20 with  respect to such
cancelled  request,  (y) any Loans that were to have been converted on the first
day of such Interest Period to Eurodollar  Loans shall be continued as ABR Loans
and (z) any outstanding Eurodollar Loans shall be converted, on the first day of
such Interest Period, to ABR Loans.  Until such notice has been withdrawn by the
Administrative  Agent, no further Eurodollar Loans shall be made or continued as
such,  nor shall the  Borrower  have the right to  convert  Loans to  Eurodollar
Loans.

     2.16 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower of
Revolving Credit Loans,  each payment by the Borrower on account of any facility
fee hereunder and any reduction of the  Commitments of the Lenders shall be made
pro rata according to the respective Commitment Percentages of the Lenders. Each
payment  (including each  prepayment) by the Borrower on account of principal of
and interest on the Revolving  Credit Loans shall be made pro rata  according to
the respective  outstanding principal amounts of the Revolving Credit Loans then
due and owing to the Lenders. All payments (including prepayments) to be made by
the  Borrower  hereunder,  whether on account of  principal,  interest,  fees or
otherwise, shall be made without set off or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the Administrative
Agent,  for the account of the Lenders,  at the  Administrative  Agent's  office
specified in subsection 9.2, in Dollars and in immediately  available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as  received.  If any  payment  hereunder  becomes due and
payable on a day other than a Business  Day,  such payment  shall be extended to
the next  succeeding  Business  Day, and, with respect to payments of principal,
interest  thereon  shall be  payable at the then  applicable  rate  during  such
extension.

     (b) Unless the Administrative  Agent shall have been notified in writing by
any Lender  prior to a borrowing  that such Lender will not make the amount that
would  constitute  its share of such borrowing  available to the  Administrative
Agent,  the  Administrative  Agent may assume  that such  Lender is making  such
amount available to the Administrative  Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative  Agent by the
required  time on the  Borrowing  Date  therefor,  such Lender  shall pay to the
Administrative  Agent,  on demand,  such amount with interest  thereon at a rate
equal to the daily  average  Federal Funds  Effective  Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the  Administrative  Agent submitted to any Lender with respect
to any amounts owing under this subsection shall be conclusive in the absence of
manifest  error.  If such Lender's share of such borrowing is not made available
to the  Administrative  Agent by such Lender within three  Business Days of such
Borrowing Date, the Administrative  Agent shall also be entitled to recover such
amount  with  interest  thereon  at the rate per annum  applicable  to ABR Loans
hereunder, on demand, from the Borrower.

     2.17 Illegality.  Notwithstanding  any other provision herein, if after the
date hereof the  adoption of or any change in any  Requirement  of Law or in the
interpretation  or application  thereof shall make it unlawful for any Lender to
make or maintain  Eurodollar  Loans as contemplated  by this Agreement,  (a) the
commitment  of  such  Lender  hereunder  to  make  Eurodollar  Loans,   continue
Eurodollar  Loans as such  and  convert  ABR  Loans to  Eurodollar  Loans  shall
forthwith  be  cancelled  and  (b)  such  Lender's  Loans  then  outstanding  as
Eurodollar  Loans, if any, shall be converted  automatically to ABR Loans on the
respective last days of the then current  Interest  Periods with respect to such
Loans or within such earlier  period as required by law. If any such  conversion
of a  Eurodollar  Loan  occurs  on a day  which  is not the last day of the then
current  Interest  Period with respect  thereto,  the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to subsection 2.20.

     2.18  Requirements  of Law.  (a) If the  adoption  of or any  change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive  (whether or not having the force of
law) from any central bank or other  Governmental  Authority made  subsequent to
the date hereof (or, in the case of LIBO Rate CAF Advances,  made  subsequent to
acceptance by the Borrower of such LIBO Rate CAF Advance):

          (i) shall  subject any Lender to any tax of any kind  whatsoever  with
     respect to this  Agreement,  any Note, any Eurodollar Loan or LIBO Rate CAF
     Advance  made by it, or change the basis of  taxation  of  payments to such
     Lender in  respect  thereof  (except  for  Non-Excluded  Taxes  covered  by
     subsection 2.19 and changes in the rate of tax on the overall net income of
     such Lender);

          (ii) shall  impose,  modify or hold  applicable  any reserve,  special
     deposit,  compulsory  loan or similar  requirement  against assets held by,
     deposits or other liabilities in or for the account of, advances,  loans or
     other  extensions of credit by, or any other  acquisition  of funds by, any
     office of such Lender which is not otherwise  included in the determination
     of the Eurodollar Rate or LIBO Rate, as the case may be; or

          (iii) shall impose on such Lender any other condition;

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing  or  maintaining  Eurodollar  Loans or LIBO Rate CAF  Advances  or to
reduce any amount  receivable  hereunder in respect  thereof,  then, in any such
case,  the Borrower  shall  promptly pay such Lender such  additional  amount or
amounts as will compensate such Lender for such increased cost or reduced amount
receivable;  provided,  that the  Borrower  shall not be  required to pay to any
Lender any  amounts  under this  paragraph  for any period  prior to the date on
which such Lender  gives  notice to the  Borrower  that such amounts are payable
unless such Lender  gives such notice  within 180 days after it became  aware or
should have become aware of the event giving rise to such payment obligation.

     (b) If any Lender  shall  have  determined  that after the date  hereof the
adoption of or any change in any Requirement of Law regarding  capital  adequacy
or in the interpretation or application  thereof or compliance by such Lender or
any corporation  controlling such Lender with any request or directive regarding
capital adequacy  (whether or not having the force of law) from any Governmental
Authority  made  subsequent to the date hereof shall have the effect of reducing
the  rate  of  return  on  such  Lender's  or such  corporation's  capital  as a
consequence of its obligations hereunder to a level below that which such Lender
or such  corporation  could  have  achieved  but for such  adoption,  change  or
compliance  (taking  into  consideration  such  Lender's  or such  corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material,  then from time to time,  the Borrower  shall  promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction;  provided,  that the  Borrower  shall not be  required  to pay to any
Lender any  amounts  under this  paragraph  for any period  prior to the date on
which such Lender  gives  notice to the  Borrower  that such amounts are payable
unless such Lender  gives such notice  within 180 days after it became  aware or
should have become aware of the event giving rise to such payment obligation.

     (c) If any Lender becomes entitled to claim any additional amounts pursuant
to this  subsection,  it shall promptly  notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled.
A certificate as to any additional  amounts payable  pursuant to this subsection
submitted  by such  Lender to the  Borrower  (with a copy to the  Administrative
Agent) shall be conclusive in the absence of manifest  error.  The agreements in
this subsection  shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

     2.19 Taxes.  (a) All payments made by the Borrower under this Agreement and
any Notes shall be made free and clear of, and without  deduction or withholding
for or on  account  of,  any  present or future  income,  stamp or other  taxes,
levies,  imposts,  duties,  charges,  fees,  deductions or withholdings,  now or
hereafter imposed, levied,  collected,  withheld or assessed by any Governmental
Authority,  excluding net income taxes and franchise  taxes  (imposed in lieu of
net income taxes) imposed on the Administrative  Agent or any Lender as a result
of a present  or former  connection  between  the  Administrative  Agent or such
Lender and the jurisdiction of the Governmental  Authority  imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such  connection  arising  solely from the  Administrative  Agent or such Lender
having  executed,  delivered or performed its  obligations or received a payment
under,  or  enforced,  this  Agreement or any Note).  If any such non-  excluded
taxes,  levies,  imposts,  duties,  charges,  fees,  deductions or  withholdings
("Non-Excluded  Taxes") are required to be withheld from any amounts  payable to
the Administrative  Agent or any Lender hereunder or under any Note, the amounts
so payable to the Administrative  Agent or such Lender shall be increased to the
extent  necessary  to yield to the  Administrative  Agent or such Lender  (after
payment of all  Non-Excluded  Taxes)  interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement,  provided,
however,  that the  Borrower  shall not be required to increase any such amounts
payable to any Lender that is not organized  under the laws of the United States
of  America  or a  state  thereof  if such  Lender  fails  to  comply  with  the
requirements  of paragraph  (b) of this  subsection.  Whenever any  Non-Excluded
Taxes are  payable by the  Borrower,  as promptly  as  possible  thereafter  the
Borrower shall send to the  Administrative  Agent for its own account or for the
account of such  Lender,  as the case may be, a  certified  copy of an  original
official  receipt  received by the  Borrower  showing  payment  thereof.  If the
Borrower fails to pay any Non-Excluded  Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other  required   documentary   evidence,   the  Borrower  shall  indemnify  the
Administrative  Agent and the Lenders  for any  incremental  taxes,  interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.  The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

     (b) Each  Lender  that is not  incorporated  under  the laws of the  United
States of America or a state thereof shall:

          (i) deliver to the Borrower and the Administrative  Agent (A) two duly
     completed  copies of United States  Internal  Revenue  Service Form 1001 or
     4224, or successor applicable form, as the case may be, and (B) an Internal
     Revenue Service Form W-8 or W-9, or successor  applicable form, as the case
     may be;

          (ii) deliver to the Borrower and the Administrative  Agent two further
     copies of any such  form or  certification  on or before  the date that any
     such  form or  certification  expires  or  becomes  obsolete  and after the
     occurrence  of any  event  requiring  a  change  in the  most  recent  form
     previously delivered by it to the Borrower; and

          (iii)  obtain such  extensions  of time for filing and  complete  such
     forms or  certifications  as may reasonably be requested by the Borrower or
     the Administrative Agent;

unless in any such case an event (including,  without limitation,  any change in
treaty,  law or  regulation)  has  occurred  prior to the date on which any such
delivery would  otherwise be required which renders all such forms  inapplicable
or which would prevent such Lender from duly  completing and delivering any such
form  with  respect  to it and such  Lender  so  advises  the  Borrower  and the
Administrative  Agent.  Such Lender shall certify (i) in the case of a Form 1001
or 4224,  that it is entitled to receive  payments under this Agreement  without
deduction or  withholding  of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9,  that it is entitled to an exemption  from United
States  backup  withholding  tax.  Each Person  that shall  become a Lender or a
Participant  pursuant to subsection  9.6 shall,  upon the  effectiveness  of the
related  transfer,  be  required  to  provide  all of the forms  and  statements
required pursuant to this subsection, provided that in the case of a Participant
such  Participant  shall furnish all such required  forms and  statements to the
Lender from which the related participation shall have been purchased.

     2.20  Indemnity.  The Borrower  agrees to indemnify each Lender and to hold
each Lender  harmless  from any loss or expense which such Lender may sustain or
incur as a consequence  of (a) default by the Borrower in making a borrowing of,
conversion into or  continuation  of Eurodollar  Loans or CAF Advances after the
Borrower  has  given a  notice  requesting  the  same  in  accordance  with  the
provisions  of this  Agreement,  (b)  default  by the  Borrower  in  making  any
prepayment  after the Borrower has given a notice thereof in accordance with the
provisions  of this  Agreement or (c) the making of a prepayment  of  Eurodollar
Loans or CAF Advances or the  conversion of  Eurodollar  Loans to ABR Loans on a
day which is not the last day of an Interest Period with respect  thereto.  Such
indemnification  may include an amount  equal to the excess,  if any, of (i) the
amount of interest which would have accrued on the amount so prepaid,  or not so
borrowed,  converted  or  continued,  for  the  period  from  the  date  of such
prepayment or of such failure to borrow,  convert or continue to the last day of
such  Interest  Period  (or,  in the case of a failure  to  borrow,  convert  or
continue,  the  Interest  Period that would have  commenced  on the date of such
failure) or, in the case of CAF Advances,  the applicable  CAF Advance  Maturity
Date (or proposed CAF Advance  Maturity  Date),  in each case at the  applicable
rate of interest for such Loans  provided for herein  (excluding,  however,  the
Applicable  Margin or any positive  margin  applicable to CAF Advances  included
therein,  if any) over (ii) the amount of interest (as reasonably  determined by
such  Lender)  which  would have  accrued to such Bank on such amount by placing
such  amount on  deposit  for a  comparable  period  with  leading  banks in the
interbank eurodollar market. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

     2.21 Change of Lending Office;  Removal of Lender.  Each Lender agrees that
if it makes any demand for payment under  subsection 2.18 or 2.19(a),  or if any
adoption or change of the type  described  in  subsection  2.17 shall occur with
respect to it, (i) it will use reasonable efforts  (consistent with its internal
policy and legal and regulatory  restrictions  and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different  lending office if the making of such a designation  would reduce or
obviate the need for the  Borrower to make  payments  under  subsection  2.18 or
2.19(a),  or would  eliminate  or reduce  the effect of any  adoption  or change
described in subsection  2.17 or (ii) it will, upon at least five Business Days'
notice from the Borrower to such Lender and the  Administrative  Agent,  assign,
pursuant to and in accordance with the provisions of subsection  9.6(c),  to one
or more Assignees designated by the Borrower all, but not less than all, of such
Lender's rights and obligations  hereunder (other than rights in respect of such
Lender's  outstanding  CAF  Advance),  without  recourse to or  warranty  by, or
expense to, such Lender, for a purchase price equal to the outstanding principal
amount of each Revolving  Credit Loan then owing to such Lender plus any accrued
but unpaid  interest  thereon  and any accrued  but unpaid  facility  fees owing
thereto and, in  addition,  all  additional  costs and  reimbursements,  expense
reimbursements  and  indemnities,  if any,  owing in  respect  of such  Lender's
Commitment  hereunder at such time  (including  any amount that would be payable
under subsection 2.20 if such assignment were,  instead, a prepayment in full of
all amounts owing to such Lender) shall be paid to such Lender.

     2.22 Evidence of Debt.  (a) Each Lender shall  maintain in accordance  with
its usual  practice  an  account  or  accounts  evidencing  indebtedness  of the
Borrower  to such  Lender  resulting  from each Loan of such Lender from time to
time,  including the amounts of principal and interest  payable and paid to such
Lender from time to time under this Agreement.

     (b) The  Administrative  Agent  shall  maintain  the  Register  pursuant to
subsection  9.6(d),  and a subaccount therein for each Lender, in which shall be
recorded (i) in the case of Revolving Credit Loans, the amount of each Revolving
Credit Loan made hereunder, the Type thereof and each Interest Period applicable
thereto,  (ii) in the case of CAF Advances,  the amount of each CAF Advance made
hereunder,  the CAF Advance Maturity Date thereof,  the interest rate applicable
thereto and each CAF Advance Interest Payment Date applicable thereto, (iii) the
amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender  hereunder  and (iv) both the amount of any sum
received  by the  Administrative  Agent  hereunder  from the  Borrower  and each
Lender's share thereof.

     (c) The  entries  made in the  Register  and the  accounts  of each  Lender
maintained  pursuant to subsection  2.22(a)  shall,  to the extent  permitted by
applicable  law, be prima facie  evidence  of the  existence  and amounts of the
obligations  of the  Borrower  therein  recorded;  provided,  however,  that the
failure of any Lender or the  Administrative  Agent to maintain  the Register or
any such  account,  or any error  therein,  shall not in any  manner  affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.

     (d) The Borrower agrees that, upon the request to the Administrative  Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
note of the  Borrower  evidencing  the  Revolving  Credit  Loans of such Lender,
substantially  in the form of Exhibit A with  appropriate  insertions as to date
and principal amount (a "Revolving Credit Note").

     (e) The Borrower agrees that, upon the request to the Administrative  Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
note of the Borrower  evidencing the CAF Advances of such Lender,  substantially
in the form of Exhibit B with appropriate insertions (a "CAF Advance Note").

SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce  the  Administrative  Agent and the  Lenders  to enter  into this
Agreement and to make the Loans, the Borrower hereby  represents and warrants to
the Administrative Agent and each Lender that:

     3.1 Financial Condition. The consolidated balance sheet of the Borrower and
its  consolidated   Subsidiaries  as  at  December  31,  1995  and  the  related
consolidated statements of income and of cash flows for the fiscal year ended on
such date,  reported  on by Ernst & Young LLP,  copies of which have  heretofore
been  furnished to each Lender,  are complete and correct and present fairly the
consolidated   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries as at such date, and the  consolidated  results of their operations
and their  consolidated cash flows for the fiscal year then ended. The unaudited
consolidated balance sheet of the Borrower and its consolidated  Subsidiaries as
at March 31, 1996 and the related  unaudited  consolidated  statements of income
and of cash flows for the three-month period ended on such date,  certified by a
Responsible  Officer,  copies of which have  heretofore  been  furnished to each
Lender,  are complete and correct and present fairly the consolidated  financial
condition of the Borrower and its consolidated Subsidiaries as at such date, and
the consolidated  results of their operations and their  consolidated cash flows
for the  three-month  period  then  ended  (subject  to  normal  year-end  audit
adjustments).  All such  annual  financial  statements,  including  the  related
schedules  and  notes  thereto,  were,  as of the  date  prepared,  prepared  in
accordance  with GAAP  applied  consistently  throughout  the  periods  involved
(except as approved by such accountants or Responsible  Officer, as the case may
be, and as disclosed  therein).  The quarterly  financial  statements  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X under the Securities  Act of 1933.  Accordingly,  such quarterly
statements do not include all of the information and footnotes  required by GAAP
for  complete  financial  statements.  In  the  opinion  of  the  Borrower,  all
adjustments  (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included.  Neither the Borrower nor any of its
consolidated  Subsidiaries  had,  at the date of the most recent  balance  sheet
referred  to above,  any  material  Guarantee  Obligation,  material  contingent
liability or material  liability for taxes,  or any material  long-term lease or
material unusual forward or long-term commitment, including, without limitation,
any interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.

     3.2 No Change.  Since  December 31, 1995 there has been no  development  or
event which has had or could  reasonably be expected to have a Material  Adverse
Effect.

     3.3 Corporate Existence;  Compliance with Law. Each of the Borrower and its
Subsidiaries (a) is duly organized,  validly existing and in good standing under
the laws of the  jurisdiction of its  organization,  (b) has the corporate power
and authority,  and the legal right,  to own and operate its property,  to lease
the  property it  operates as lessee and to conduct the  business in which it is
currently  engaged,  (c) is duly qualified as a foreign  corporation and in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, except to the extent that
the failure of the  foregoing  clauses (c) and (d) to be true and correct  could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

     3.4 Corporate Power; Authorization;  Enforceable Obligations.  The Borrower
has the corporate power and authority, and the legal right, to make, deliver and
perform the Loan  Documents to which it is a party and to borrow  hereunder  and
has taken all  necessary  corporate  action to authorize  the  borrowings on the
terms and  conditions  of this  Agreement  and any Notes  and to  authorize  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party. No consent or authorization of, filing with, notice to or other act by or
in respect of, any  Governmental  Authority or any other Person is required with
respect  to the  Borrower  or any of its  Subsidiaries  in  connection  with the
borrowings hereunder or with the execution, delivery,  performance,  validity or
enforceability  of the Loan  Documents  to which the  Borrower is a party.  This
Agreement has been, and each other Loan Document to which it is a party will be,
duly  executed  and  delivered  on  behalf  of  the  Borrower.   This  Agreement
constitutes,  and each other Loan  Document to which it is a party when executed
and delivered  will  constitute,  a legal,  valid and binding  obligation of the
Borrower  enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

     3.5 No Legal Bar.  The  execution,  delivery  and  performance  of the Loan
Documents, the borrowings hereunder and the use of the proceeds thereof will not
violate any  Requirement of Law or Contractual  Obligation of the Borrower or of
any of its  Subsidiaries  which could  reasonably be expected to have a Material
Adverse Effect and will not result in, or require, the creation or imposition of
any Lien on any of its or their  respective  properties or revenues  pursuant to
any such Requirement of Law or Contractual  Obligation which could reasonably be
expected to have a Material Adverse Effect.

     3.6 No Material Litigation.  No litigation,  investigation or proceeding of
or before  any  arbitrator  or  Governmental  Authority  is  pending  or, to the
knowledge of the  Borrower,  threatened by or against the Borrower or any of its
Subsidiaries  or against any of its or their  respective  properties or revenues
(a)  with  respect  to any  of the  Loan  Documents  or any of the  transactions
contemplated  hereby,  or (b)  which  could  reasonably  be  expected  to have a
Material Adverse Effect.

     3.7 No Default.  Neither the  Borrower  nor any of its  Subsidiaries  is in
default  under or with  respect  to any of its  Contractual  Obligations  in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

     3.8 Intellectual  Property. The Borrower and each of its Subsidiaries owns,
or is licensed  to use,  all  trademarks,  tradenames,  copyrights,  technology,
know-how and  processes  necessary  for the conduct of its business as currently
conducted  except  for those  the  failure  to own or  license  which  could not
reasonably  be expected  to have a Material  Adverse  Effect (the  "Intellectual
Property").  No claim has been asserted and is pending by any Person challenging
or  questioning  the use of any such  Intellectual  Property or the  validity or
effectiveness of any such Intellectual  Property,  nor does the Borrower know of
any  valid  basis  for any such  claim,  except  for such  claims  that,  in the
aggregate,  could not reasonably be expected to have a Material  Adverse Effect.
The use of such Intellectual  Property by the Borrower and its Subsidiaries does
not  infringe  on  the  rights  of  any  Person,  except  for  such  claims  and
infringements that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

     3.9 Taxes. Each of the Borrower and its Subsidiaries has filed or caused to
be filed all tax returns which,  to the knowledge of the Borrower,  are required
to be filed and has paid all taxes shown to be due and  payable on said  returns
or on any  assessments  made  against  it or any of its  property  and all other
taxes,  fees  or  other  charges  imposed  on it or any of its  property  by any
Governmental  Authority  (other  than any the  amount or  validity  of which are
currently  being  contested in good faith by  appropriate  proceedings  and with
respect to which  reserves  in  conformity  with GAAP have been  provided on the
books of the Borrower or its Subsidiaries,  as the case may be); no tax Lien has
been filed,  and, to the knowledge of the Borrower,  no material  claim is being
asserted, with respect to any such tax, fee or other charge.

     3.10 Federal Regulations. No part of the proceeds of any Loans will be used
in any manner which would  violate  Regulation G or Regulation U of the Board of
Governors of the Federal  Reserve  System as now and from time to time hereafter
in effect.

     3.11  ERISA.  Neither  a  Reportable  Event  nor  an  "accumulated  funding
deficiency"  (within  the  meaning of Section  412 of the Code or Section 302 of
ERISA) has occurred during the five-year  period prior to the date on which this
representation  is made or deemed  made with  respect  to any Plan  other than a
Multiemployer Plan, and each Plan has complied in all material respects with the
applicable  provisions of ERISA and the Code, where the liability which could be
reasonably  expected to result could have a Material  Adverse Effect;  provided,
however,  that with respect to any  Multiemployer  Plan, such  representation is
made only to the knowledge of the Borrower.  No termination of a Single Employer
Plan pursuant to Section  4041(c) or 4042 of ERISA has occurred,  and no Lien in
favor  of the PBGC or a Plan has  arisen,  during  such  five-year  period.  The
present value of all accrued  benefits under each Single Employer Plan (based on
those  assumptions  used to fund  such  Plans)  did not,  as of the last  annual
valuation date prior to the date on which this  representation is made or deemed
made,  exceed the value of the  assets of such Plan  allocable  to such  accrued
benefits by a material amount.  Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial  withdrawal from any Multiemployer Plan and
to the  knowledge  of the  Borrower,  neither  the  Borrower  nor  any  Commonly
Controlled  Entity  would  become  subject to any  liability  under ERISA if the
Borrower or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
on which this  representation  is made or deemed made which  liability  could be
reasonably  expected to result  could have a Material  Adverse  Effect.  No such
Multiemployer Plan is in Reorganization or Insolvent.

     3.12  Investment  Company Act;  Other  Regulations.  The Borrower is not an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the  meaning of the  Investment  Company  Act of 1940,  as  amended.  The
Borrower is not  subject to  regulation  under any  Federal or State  statute or
regulation  (other than  Regulation  X of the Board of  Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

     3.13  Purpose  of Loans.  The  proceeds  of the Loans  shall be used by the
Borrower for working capital and general corporate purposes.

     3.14  Environmental  Matters.  Except to the extent that the failure of the
following  statements to be true and correct could not reasonably be expected to
have a Material Adverse Effect:

          (a) The  facilities and  properties  owned,  leased or operated by the
     Borrower or any of its Subsidiaries (the "Properties") do not contain,  and
     have not previously  contained,  any Materials of Environmental  Concern in
     amounts or  concentrations  which (i) constitute or constituted a violation
     of, or (ii) could  reasonably be expected to give rise to liability  under,
     any Environmental Law.

          (b)  The  Properties  and  all  operations  at the  Properties  are in
     compliance,  and have in the last five  years  been in  compliance,  in all
     material respects with all applicable  Environmental  Laws, and there is no
     contamination  at,  under or  about  the  Properties  or  violation  of any
     Environmental  Law with respect to the Properties or the business  operated
     by the Borrower or any of its  Subsidiaries  (the  "Business")  which could
     reasonably be expected to materially interfere with the continued operation
     of the Properties or materially impair the fair saleable value thereof.

          (c) Neither the Borrower nor any of its  Subsidiaries has received any
     notice  of  violation,  alleged  violation,  non-compliance,  liability  or
     potential  liability  regarding  environmental  matters or compliance  with
     Environmental  Laws with regard to any of the  Properties  or the Business,
     nor does the  Borrower  have  knowledge  or reason to believe that any such
     notice will be received or is being threatened.

          (d) Materials of  Environmental  Concern have not been  transported or
     disposed of from the  Properties  in  violation  of, or in a manner or to a
     location  which could  reasonably  be  expected  to give rise to  liability
     under,  any  Environmental  Law, nor have any  Materials  of  Environmental
     Concern been generated,  treated, stored or disposed of at, on or under any
     of the Properties in violation of, or in a manner that could  reasonably be
     expected to give rise to liability under, any applicable Environmental Law.

          (e) No judicial proceeding or governmental or administrative action is
     pending  or,  to the  knowledge  of the  Borrower,  threatened,  under  any
     Environmental  Law to which the  Borrower or any  Subsidiary  is or will be
     named as a party with respect to the  Properties or the  Business,  nor are
     there any consent decrees or other decrees, consent orders,  administrative
     orders or other orders, or other  administrative  or judicial  requirements
     outstanding  under any  Environmental Law with respect to the Properties or
     the Business.

          (f) There has been no release or threat of  release  of  Materials  of
     Environmental Concern at or from the Properties, or arising from or related
     to the operations of the Borrower or any Subsidiary in connection  with the
     Properties or otherwise in connection with the Business, in violation of or
     in amounts or in a manner that could reasonably be expected to give rise to
     liability under Environmental Laws.

     3.15 Disclosure. The statements and information contained herein and in any
of the  information  provided  to the  Administrative  Agent or the  Lenders  in
writing (other than financial  projections)  in connection  with this Agreement,
taken as a whole,  do not contain any untrue  statement of any material fact, or
omit to state a fact  necessary in order to make such  statements or information
not  misleading  in  any  material  respect,  in  each  case  in  light  of  the
circumstances  under which such statements were made or information  provided as
of the date so provided. The financial projections dated May, 1996, furnished to
the  Administrative  Agent and the  Lenders in writing in  connection  with this
Agreement  have been  prepared in good faith based upon  assumptions  which were
reasonable  when such  projections  were made, it being  acknowledged  that such
projections are subject to the uncertainty inherent in all projections of future
results  and that there can be no  assurance  that the results set forth in such
projections will in fact be realized.

SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Initial  Loans.  The agreement of each Lender to make the
initial Loan  requested to be made by it is subject to the  satisfaction  on the
Closing Date of the following conditions precedent:

          (a) Credit  Agreement.  The  Administrative  Agent shall have received
     this Agreement,  executed and delivered by a duly authorized officer of the
     Borrower, with a counterpart for each Lender.

          (b) Borrower Closing Certificate.  The Administrative Agent shall have
     received,  with  a  counterpart  for  each  Lender,  a  certificate  of the
     Borrower,  dated the Closing Date,  substantially in the form of Exhibit F,
     with  appropriate  insertions  and  attachments,  satisfactory  in form and
     substance to the  Administrative  Agent,  executed by the  President or any
     Vice  President  and  the  Secretary  or  any  Assistant  Secretary  of the
     Borrower.

          (c)  Representations  and Warranties.  Each of the representations and
     warranties  made by the Borrower in or pursuant to the Loan Documents shall
     be true and correct in all material  respects on and as of the Closing Date
     as if made on and as of the Closing Date.

          (d) Legal Opinion. The Administrative Agent shall have received,  with
     a counterpart for each Lender, the executed legal opinion of counsel to the
     Borrower (which opinion may be delivered in part by in-house counsel to the
     Borrower), substantially in the form of Exhibit G. Such legal opinion shall
     cover such other matters incident to the transactions  contemplated by this
     Agreement as the Administrative Agent may reasonably require.

     4.2  Conditions to Each Loan. The agreement of each Lender to make any Loan
requested  to be made by it on any  date  (including,  without  limitation,  its
initial  Loan)  is  subject  to the  satisfaction  of the  following  conditions
precedent:

          (a)  Representations  and Warranties.  Each of the representations and
     warranties made by the Borrower in or pursuant to the Loan Documents (other
     than,  in  the  case  of  any  Loan  made  after  the  Closing  Date,   the
     representation and warranty in subsection 3.2) shall be true and correct in
     all  material  respects on and as of such date as if made on and as of such
     date.

          (b) No Default. No Default or Event of Default shall have occurred and
     be continuing on such date or after giving effect to the Loans requested to
     be made on such date.

Each borrowing by the Borrower  hereunder shall constitute a representation  and
warranty by the Borrower as of the date thereof that the conditions contained in
this subsection have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect  or any  amount  is  owing  to any  Lender  or the  Administrative  Agent
hereunder or under any other Loan  Document,  the Borrower  shall and (except in
the case of delivery of financial information,  reports and notices) shall cause
each of its Subsidiaries to:

     5.1 Financial Statements. Furnish to each Lender:

          (a) as soon as  available,  but in any event within 110 days after the
     end of each fiscal year of the Borrower, a copy of the consolidated balance
     sheet of the Borrower and its  consolidated  Subsidiaries  as at the end of
     such  year  and  the  related   consolidated   statements   of  income  and
     stockholders  equity and of cash flows for such year, setting forth in each
     case in  comparative  form the figures for the previous  year,  reported on
     without  a  "going  concern"  or  like   qualification  or  exception,   or
     qualification  arising out of the scope of the audit,  by Ernst & Young LLP
     or other independent  certified public accountants of nationally recognized
     standing; and

          (b) as soon as  available,  but in any event  not  later  than 60 days
     after the end of each of the first three  quarterly  periods of each fiscal
     year of the  Borrower,  the  unaudited  consolidated  balance  sheet of the
     Borrower and its  consolidated  Subsidiaries  as at the end of such quarter
     and the  related  unaudited  consolidated  statements  of  income  for such
     quarter and the portion of the fiscal year  through the end of such quarter
     and of cash flows of the Borrower and its consolidated Subsidiaries for the
     portion of the fiscal year through the end of such  quarter,  setting forth
     in each  case in  comparative  form  the  figures  for the  previous  year,
     certified by a  Responsible  Officer as being fairly stated in all material
     respects (subject to normal year-end audit adjustments);

all such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
applied  consistently  throughout the periods  reflected  therein and with prior
periods (except as approved by such accountants or officer,  as the case may be,
and  disclosed  therein);  provided,  that it is  hereby  acknowledged  that the
quarterly financial statements delivered pursuant to paragraph (b) above may not
include all of the  information  and  footnotes  required  by GAAP for  complete
annual financial statements.

     5.2 Certificates;  Other Information.  Furnish to the Agent with sufficient
copies for the Lenders:

          (a)  concurrently  with  the  delivery  of  the  financial  statements
     referred  to  in  subsections   5.1(a)  and  5.1(b),  a  certificate  of  a
     Responsible  Officer stating that such Officer has obtained no knowledge of
     any Default or Event of Default that has occurred and is continuing  except
     as specified in such certificate,  and including calculations demonstrating
     compliance with subsection 6.1 hereof;

          (b) within ten days after the same are sent,  copies of all  financial
     statements  and reports which the Borrower sends to its  stockholders,  and
     within  five  days  after  the  same are  filed,  copies  of all  financial
     statements  and reports  which the Borrower may make to, or file with,  the
     Securities   and  Exchange   Commission   or  any  successor  or  analogous
     Governmental  Authority,  and promptly after the same are issued, copies of
     all press releases issued by the Borrower; and

          (c) promptly,  such additional  financial and other information as any
     Lender may from time to time reasonably request.

     5.3 Payment of  Obligations.  Pay,  discharge  or  otherwise  satisfy at or
before  maturity or before they become  delinquent,  as the case may be, all its
material  obligations  of whatever  nature,  except where the amount or validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

     5.4 Conduct of Business and Maintenance of Existence. Continue to engage in
business of the same general type as now conducted by it and preserve, renew and
keep in full force and effect its  corporate  existence and (except as could not
in the aggregate be reasonably  expected to have a Material Adverse Effect) take
all  reasonable  action  to  maintain  all  rights,  privileges  and  franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted  pursuant to subsection 6.3;  comply with all Contractual  Obligations
and  Requirements  of Law except to the extent that failure to comply  therewith
could not, in the aggregate,  be reasonably  expected to have a Material Adverse
Effect.

     5.5 Maintenance of Property;  Insurance. Keep all property necessary in its
business in good working order and  condition  except to the extent that failure
to do so could not, in the aggregate,  be reasonably expected to have a Material
Adverse  Effect;   maintain  with  financially  sound  and  reputable  insurance
companies  insurance on all its property in at least such amounts and against at
least such risks as are adequate for  conducting  its  business;  and furnish to
each Lender, upon written request, full information as to the insurance carried.

     5.6  Inspection of Property;  Books and Records;  Discussions.  Keep proper
books of  records  and  account  in which  full,  true and  correct  entries  in
conformity  with GAAP and all  Requirements of Law shall be made of all dealings
and  transactions  in  relation  to its  business  and  activities;  and  permit
representatives  of any Lender to visit and  inspect any of its  properties  and
examine and make  abstracts  from any of its books and records at any reasonable
time and as often as may  reasonably  be desired  and to discuss  the  business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries  with officers and  employees of the Borrower and its  Subsidiaries
and with its independent certified public accountants.

     5.7  Notices.  Promptly  give notice to the  Administrative  Agent and each
Lender of:

          (a) the occurrence of any Default or Event of Default;

          (b)  any (i)  default  or  event  of  default  under  any  Contractual
     Obligation of the Borrower or any of its  Subsidiaries or (ii)  litigation,
     investigation  or  proceeding  which  may exist at any time  involving  the
     Borrower or any of its Subsidiaries, which in either case, could reasonably
     be expected to have a Material Adverse Effect; and

          (c) the following  events, as soon as possible and in any event within
     30 days after the  Borrower  knows or has reason to know  thereof:  (i) the
     occurrence or expected  occurrence of any Reportable  Event with respect to
     any Plan,  a  failure  to make any  required  contribution  to a Plan,  the
     creation of any Lien in favor of the PBGC or a Plan or any withdrawal from,
     or the termination, Reorganization or Insolvency of, any Multiemployer Plan
     or (ii) the institution of proceedings or the taking of any other action by
     the  PBGC  or  the  Borrower  or  any  Commonly  Controlled  Entity  or any
     Multiemployer Plan with respect to the withdrawal from, or the terminating,
     Reorganization  or Insolvency of, any Plan,  other than the  termination of
     any Single  Employer  Plan pursuant to Section  4041(b) of ERISA where,  in
     connection with any of the foregoing,  the amount of liability the Borrower
     or any Commonly  Controlled  Entity could  reasonably  be expected to incur
     would be material.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

SECTION 6. NEGATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect  or any  amount  is  owing  to any  Lender  or the  Administrative  Agent
hereunder or under any other Loan Document,  the Borrower shall not, and (except
with respect to  subsection  6.1) shall not permit any of its  Subsidiaries  to,
directly or indirectly:

     6.1 Financial Condition Covenants.

          (a)   Maintenance   of   Consolidated   Tangible  Net  Worth.   Permit
     Consolidated Tangible Net Worth at any time to be less than $450,000,000.

          (b) Funded Debt  Ratio.  Permit the ratio of (i)  Consolidated  Funded
     Debt to  (ii)  the  sum of (A)  Consolidated  Tangible  Net  Worth  and (B)
     Consolidated Funded Debt, to be at any time greater than .50 to 1.0.

     6.2 Limitation on Liens. Create,  incur, assume or suffer to exist any Lien
upon any of its  property,  assets or  revenues,  whether now owned or hereafter
acquired, except for:

          (a) Liens for taxes not yet due or which are being  contested  in good
     faith by  appropriate  proceedings,  provided that  adequate  reserves with
     respect  thereto  are  maintained  on  the  books  of the  Borrower  or its
     Subsidiaries, as the case may be, in conformity with GAAP;

          (b) carriers', warehousemen's,  mechanics', materialmen's, repairmen's
     or other like Liens  arising in the ordinary  course of business  which are
     not overdue for a period of more than 60 days or which are being  contested
     in good faith by appropriate proceedings;

          (c) pledges or  deposits in  connection  with  workers'  compensation,
     unemployment  insurance and other social security  legislation and deposits
     securing  liability to insurance carriers under insurance or self-insurance
     arrangements;

          (d) deposits to secure the performance of bids, trade contracts (other
     than for borrowed money), leases, statutory obligations,  surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business;

          (e)   easements,   rights-of-way,   restrictions   and  other  similar
     encumbrances  incurred in the  ordinary  course of business  which,  in the
     aggregate,  are not  substantial  in  amount  and  which do not in any case
     materially  detract  from the  value of the  property  subject  thereto  or
     materially  interfere  with the  ordinary  conduct of the  business  of the
     Borrower or such Subsidiary;

          (f) Liens in  existence  on the date hereof  listed on  Schedule  6.2,
     provided that no such Lien is spread to cover any additional property after
     the Closing Date and that the amount of Indebtedness secured thereby is not
     increased;

          (g) Liens securing  Indebtedness of the Borrower and its  Subsidiaries
     incurred to finance the  acquisition of fixed or capital  assets,  provided
     that (i) such Liens shall be created substantially  simultaneously with the
     acquisition of such fixed or capital assets,  (ii) such Liens do not at any
     time  encumber  any  property  other  than the  property  financed  by such
     Indebtedness  and (iii) the amount of  Indebtedness  secured thereby is not
     increased;

          (h) Liens on the property or assets of a  corporation  which becomes a
     Subsidiary  after the date hereof,  provided that (i) such Liens existed at
     the time such  corporation  became a  Subsidiary  and were not  created  in
     anticipation  thereof,  (ii)  any such  Lien is not  spread  to  cover  any
     property  or assets  of such  corporation  after the time such  corporation
     becomes a Subsidiary,  and (iii) the amount of Indebtedness secured thereby
     is not increased;

          (i) Liens (not otherwise permitted hereunder) which secure obligations
     not  exceeding  (as to the Borrower and all  Subsidiaries)  $75,000,000  in
     aggregate amount at any time outstanding.

     6.3 Limitation on Fundamental Changes. Enter into any merger, consolidation
or  amalgamation,  or  liquidate,  wind up or  dissolve  itself  (or  suffer any
liquidation  or  dissolution),  or convey,  sell,  lease,  assign,  transfer  or
otherwise  dispose of, all or  substantially  all of its  property,  business or
assets, except:

          (a) any Subsidiary of the Borrower may be merged or consolidated  with
     or into the Borrower (provided that the Borrower shall be the continuing or
     surviving  corporation)  or  with or into  any  one or  more  wholly  owned
     Subsidiaries of the Borrower  (provided that the wholly owned Subsidiary or
     Subsidiaries shall be the continuing or surviving corporation);

          (b) The  Borrower or any wholly owned  Subsidiary  of the Borrower may
     sell,  lease,  transfer  or  otherwise  dispose of any or all of its assets
     (upon  voluntary  liquidation  or  otherwise)  to the Borrower or any other
     wholly owned  Subsidiary  of the Borrower or may sell,  lease,  transfer or
     otherwise  dispose of any or all of its assets (upon voluntary  liquidation
     or otherwise) to any non-wholly  owned  Subsidiary of the Borrower for fair
     market value;

          (c) any non-wholly owned  Subsidiary of the Borrower may sell,  lease,
     transfer or otherwise  dispose of any or all of its assets (upon  voluntary
     liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of
     the  Borrower  for  fair  market  value or may  sell,  lease,  transfer  or
     otherwise  dispose of any or all of its assets (upon voluntary  liquidation
     or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and

          (d) the  Borrower or any  Subsidiary  of the Borrower may be merged or
     consolidated  with or into another  Person;  provided  that the Borrower or
     such  Subsidiary  shall be the continuing or surviving  corporation  and no
     Default or Event of Default  shall have occurred and be continuing or would
     occur as a result thereof;  and provided  further that the Borrower may not
     be merged or consolidated with or into any Subsidiary.

SECTION 7. EVENTS OF DEFAULT

     If any of the following events shall occur and be continuing:

          (a) The Borrower  shall fail to pay any principal of any Loan when due
     in accordance with the terms thereof or hereof;  or the Borrower shall fail
     to pay any  interest on any Loan,  or any other amount  payable  hereunder,
     within  five days after any such  interest or other  amount  becomes due in
     accordance with the terms thereof or hereof; or

          (b) Any representation or warranty made or deemed made by the Borrower
     herein or which is contained in any  certificate,  document or financial or
     other  statement  furnished by it at any time under or in  connection  with
     this Agreement  shall prove to have been incorrect in any material  respect
     on or as of the date made or deemed made; or

          (c) (i) The Borrower shall default in the observance or performance of
     any covenant  contained in Section 6; or (ii) the Borrower shall default in
     the  observance or  performance  of any other  agreement  contained in this
     Agreement (other than as provided above in this Section),  and such default
     described in this clause (ii) shall continue  unremedied for a period of 30
     days; or

          (d) The Borrower or any of its  Subsidiaries  shall (i) default in any
     payment of  principal  of or interest of any  Indebtedness  (other than the
     Loans) or in the payment of any Guarantee Obligation,  beyond the period of
     grace,  if any,  provided in the  instrument or agreement  under which such
     Indebtedness  or Guarantee  Obligation was created;  or (ii) default in the
     observance or performance of any other  agreement or condition  relating to
     any  such  Indebtedness  or  Guarantee   Obligation  or  contained  in  any
     instrument or agreement  evidencing,  securing or relating thereto,  or any
     other event shall occur or condition  exist, the effect of which default or
     other event or condition is to cause, or to permit the holder or holders of
     such  Indebtedness  or  beneficiary  or  beneficiaries  of  such  Guarantee
     Obligation  (or a trustee  or agent on behalf of such  holder or holders or
     beneficiary  or  beneficiaries)  to  cause,  with the  giving  of notice if
     required,  such  Indebtedness to become due prior to its stated maturity or
     such Guarantee  Obligation to become payable;  provided,  however,  that no
     Default or Event of Default  shall  exist under this  paragraph  unless the
     aggregate amount of Indebtedness and/or Guarantee Obligations in respect of
     which any default or other event or condition referred to in this paragraph
     shall have occurred shall be equal to at least $50,000,000; or

          (e) (i) The  Borrower or any of its  Subsidiaries  shall  commence any
     case,  proceeding  or other  action (A) under any existing or future law of
     any jurisdiction,  domestic or foreign, relating to bankruptcy, insolvency,
     reorganization  or relief of  debtors,  seeking to have an order for relief
     entered  with  respect  to it, or seeking to  adjudicate  it a bankrupt  or
     insolvent, or seeking reorganization,  arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking  appointment of a receiver,  trustee,  custodian,
     conservator or other similar  official for it or for all or any substantial
     part of its assets, or the Borrower or any of its Subsidiaries shall make a
     general assignment for the benefit of its creditors; or (ii) there shall be
     commenced  against  the  Borrower  or  any of its  Subsidiaries  any  case,
     proceeding  or other  action of a nature  referred  to in clause  (i) above
     which  (A)  results  in the  entry  of an  order  for  relief  or any  such
     adjudication  or appointment or (B) remains  undismissed,  undischarged  or
     unbonded for a period of 60 days; or (iii) there shall be commenced against
     the  Borrower  or any of its  Subsidiaries  any case,  proceeding  or other
     action seeking issuance of a warrant of attachment, execution, distraint or
     similar  process  against all or any  substantial  part of its assets which
     results in the entry of an order for any such  relief  which shall not have
     been vacated, discharged, or stayed or bonded pending appeal within 60 days
     from the entry  thereof;  or (iv) the  Borrower or any of its  Subsidiaries
     shall take any action in  furtherance  of, or  indicating  its  consent to,
     approval of, or  acquiescence  in, any of the acts set forth in clause (i),
     (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries  shall
     generally  not or shall admit in writing its inability to, pay its debts as
     they become due; or

          (f) (i) Any Person shall engage in any  "prohibited  transaction"  (as
     defined in Section 406 of ERISA or Section 4975 of the Code)  involving any
     Plan, (ii) any "accumulated  funding deficiency" (as defined in Section 302
     of ERISA),  whether or not waived,  shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan  shall  arise on the  assets of the
     Borrower or any Commonly Controlled Entity,  (iii) a Reportable Event shall
     occur with  respect  to, or  proceedings  shall  commence to have a trustee
     appointed,  or a trustee shall be appointed, to administer or to terminate,
     any  Single  Employer  Plan,  which  Reportable  Event or  commencement  of
     proceedings  or  appointment  of a  trustee  is  likely  to  result  in the
     termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
     Employer Plan shall  terminate  for purposes of Title IV of ERISA,  (v) the
     Borrower or any Commonly  Controlled  Entity  shall incur any  liability in
     connection with a withdrawal from, or the Insolvency or Reorganization  of,
     a  Multiemployer  Plan or (vi) any other event or condition  shall occur or
     exist with respect to a Plan;  and in each case in clauses (i) through (vi)
     above,  such event or  condition,  together  with all other such  events or
     conditions, if any, could reasonably be expected to have a Material Adverse
     Effect; or

          (g) One or more  judgments  or decrees  shall be entered  against  the
     Borrower or any of its Subsidiaries  involving in the aggregate a liability
     (not paid or fully covered by insurance) of $50,000,000 (net of any related
     tax benefit) or more, and all such judgments or decrees shall not have been
     vacated,  discharged,  stayed or bonded  pending appeal within 60 days from
     the entry thereof; or

          (h) (i) Any Person or "group"  (within the meaning of Section 13(d) or
     14(d) of the  Securities  Exchange Act of 1934,  as amended) (A) shall have
     acquired  beneficial  ownership of 30% or more of any outstanding  class of
     Capital Stock having  ordinary voting power in the election of directors of
     the Borrower or (B) shall obtain the power  (whether or not  exercised)  to
     elect a majority of the Borrower's directors or (ii) the Board of Directors
     of the Borrower  shall not consist of a majority of  Continuing  Directors;
     "Continuing  Directors"  shall mean the  directors  of the  Borrower on the
     Closing Date and each other director,  if such other director's  nomination
     for election to the Board of Directors of the Borrower is  recommended by a
     majority of the then Continuing Directors;

then, and in any such event, (A) if such event is an Event of Default  specified
in clause  (i) or (ii) of  paragraph  (e) of this  Section  with  respect to the
Borrower,  automatically  the Commitments  shall  immediately  terminate and the
Loans  hereunder  (with  accrued  interest  thereon) and all other amounts owing
under this Agreement shall immediately  become due and payable,  and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the  request of the  Majority  Lenders,  the  Administrative  Agent
shall,  by notice to the  Borrower  declare  the  Commitments  to be  terminated
forthwith,  whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Majority Lenders,  the Administrative  Agent may, or upon the
request of the Majority Lenders,  the  Administrative  Agent shall, by notice to
the Borrower,  declare the Loans hereunder (with accrued  interest  thereon) and
all other  amounts owing under this  Agreement to be due and payable  forthwith,
whereupon the same shall immediately become due and payable. Except as expressly
provided  above in this  Section,  presentment,  demand,  protest  and all other
notices of any kind are hereby expressly waived.

SECTION 8. THE ADMINISTRATIVE AGENT; THE ARRANGER;
            SYNDICATION AGENT AND ARRANGER; THE ADVISOR
            AND ARRANGER

     8.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative  Agent as the agent of such Lender under this  Agreement  and the
other Loan Documents,  and each Lender irrevocably authorizes the Administrative
Agent, in such capacity,  to take such action on its behalf under the provisions
of this  Agreement and the other Loan  Documents and to exercise such powers and
perform such duties as are expressly  delegated to the  Administrative  Agent by
the terms of this  Agreement  and the other Loan  Documents,  together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement,  the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Agreement  or  any  other  Loan   Document  or  otherwise   exist   against  the
Administrative Agent.

     8.2 Delegation of Duties. The  Administrative  Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining  to such  duties.  The  Administrative  Agent  shall  not be
responsible for the negligence or misconduct of any agents or attorneys  in-fact
selected by it with reasonable care.

     8.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any  action  lawfully  taken or omitted to be taken by it or such
Person under or in  connection  with this  Agreement or any other Loan  Document
(except for its or such Person's own gross negligence or willful  misconduct) or
(ii)  responsible  in  any  manner  to  any of the  Lenders  for  any  recitals,
statements,  representations  or warranties  made by the Borrower or any officer
thereof  contained  in this  Agreement  or any  other  Loan  Document  or in any
certificate, report, statement or other document referred to or provided for in,
or  received  by the  Administrative  Agent under or in  connection  with,  this
Agreement or any other Loan Document or for the value, validity,  effectiveness,
genuineness,  enforceability  or sufficiency of this Agreement or any other Loan
Document or for any failure of the Borrower to perform its obligations hereunder
or thereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the  observance or performance of any of
the agreements  contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

     8.4 Reliance by  Administrative  Agent. The  Administrative  Agent shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any Note,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telex or teletype  message,  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including,   without   limitation,   counsel  to  the  Borrower),   independent
accountants  and  other  experts  selected  by  the  Administrative  Agent.  The
Administrative  Agent  may deem and  treat  the  payee of any Note as the  owner
thereof for all purposes  unless a written notice of assignment,  negotiation or
transfer  thereof  shall  have been  filed with the  Administrative  Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action  under this  Agreement or any other Loan  Document  unless it shall first
receive  such  advice  or  concurrence  of  the  Majority  Lenders  as it  deems
appropriate or it shall first be indemnified to its  satisfaction by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative  Agent shall
in all cases be fully protected in acting,  or in refraining from acting,  under
this Agreement and the other Loan Documents in accordance  with a request of the
Majority  Lenders,  and such  request  and any  action  taken or  failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

     8.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge  or  notice  of the  occurrence  of any  Default  or Event of  Default
hereunder unless the  Administrative  Agent has received notice from a Lender or
the Borrower  referring to this  Agreement,  describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative  Agent receives such a notice, the Administrative Agent shall
give notice  thereof to the Lenders.  The  Administrative  Agent shall take such
action with respect to such  Default or Event of Default as shall be  reasonably
directed  by  the  Majority   Lenders;   provided  that  unless  and  until  the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

     8.6 Non-Reliance on  Administrative  Agent and Other. Each Lender expressly
acknowledges  that  neither the  Administrative  Agent nor any of its  officers,
directors,  employees,  agents,  attorneys-in-fact  or  Affiliates  has made any
representations or warranties to it and that no act by the Administrative  Agent
hereinafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by the Administrative  Agent
to any Lender.  Each Lender represents to the Administrative  Agent that it has,
independently  and without reliance upon the  Administrative  Agent or any other
Lender,   and  based  on  such  documents  and  information  as  it  has  deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
operations,  property, financial and other condition and creditworthiness of the
Borrower  and made its own decision to make its Loans  hereunder  and enter into
this  Agreement.  Each Lender also represents  that it will,  independently  and
without reliance upon the Administrative Agent or any other Lender, and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit analysis,  appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such  investigation  as it deems  necessary to inform itself as to the business,
operations,  property, financial and other condition and creditworthiness of the
Borrower.  Except for notices, reports and other documents expressly required to
be  furnished  to  the  Lenders  by  the  Administrative  Agent  hereunder,  the
Administrative  Agent shall not have any duty or  responsibility  to provide any
Lender with any credit or other information concerning the business, operations,
property,  condition (financial or otherwise),  prospects or creditworthiness of
the Borrower which may come into the possession of the  Administrative  Agent or
any  of  its  officers,  directors,  employees,  agents,   attorneys-in-fact  or
Affiliates.

     8.7  Indemnification.  The Lenders  agree to indemnify  the  Administrative
Agent in its capacity as such (to the extent not  reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably  according to
their  respective  Commitment  Percentages  in  effect  on  the  date  on  which
indemnification   is  sought,   from  and  against  any  and  all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of any  kind  whatsoever  which  may  at  any  time
(including,  without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the  Administrative  Agent in any
way relating to or arising out of, the Commitments,  this Agreement,  any of the
other Loan Documents or any documents  contemplated  by or referred to herein or
therein or the transactions  contemplated  hereby or thereby or any action taken
or omitted by the  Administrative  Agent under or in connection  with any of the
foregoing;  provided  that no Lender  shall be  liable  for the  payment  of any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits,  costs,  expenses or disbursements  resulting solely from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this  subsection  shall  survive the payment of the Loans and all other  amounts
payable hereunder.

     8.8  Administrative  Agent in Its Individual  Capacity.  The Administrative
Agent and its Affiliates  may make loans to, accept  deposits from and generally
engage in any kind of business  with the  Borrower as though the  Administrative
Agent  were not the  Administrative  Agent  hereunder  and under the other  Loan
Documents.  With respect to the Loans made by it, the Administrative Agent shall
have the same  rights  and  powers  under  this  Agreement  and the  other  Loan
Documents  as any  Lender  and may  exercise  the same as though it were not the
Administrative  Agent,  and the terms  "Lender" and "Lenders"  shall include the
Administrative Agent in its individual capacity.

     8.9 Successor  Administrative Agent. The Administrative Agent may resign as
Administrative  Agent upon 10 days' notice to the Lenders. If the Administrative
Agent shall resign as  Administrative  Agent under this  Agreement and the other
Loan Documents, then the Majority Lenders shall appoint from among the Lenders a
successor  agent for the Lenders,  which successor agent (provided that it shall
have been approved by the  Borrower),  shall  succeed to the rights,  powers and
duties of the  Administrative  Agent hereunder.  Effective upon such appointment
and approval,  the term "Administrative  Agent" shall mean such successor agent,
and  the   former   Administrative   Agent's   rights,   powers  and  duties  as
Administrative  Agent shall be  terminated,  without any other or further act or
deed on the part of such  former  Administrative  Agent or any of the parties to
this  Agreement or any holders of the Loans.  After any retiring  Administrative
Agent's  resignation as  Administrative  Agent, the provisions of this Section 8
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was  Administrative  Agent  under  this  Agreement  and the other  Loan
Documents.

     8.10 The Arranger;  the  Syndication  Agent and  Arranger;  the Advisor and
Arranger.  None of the  Arranger,  the  Syndication  Agent and  Arranger  or the
Advisor and Arranger shall have any duties or  responsibilities,  or shall incur
any liabilities, under this Agreement or any Loan Document.

SECTION 9. MISCELLANEOUS

     9.1  Amendments  and  Waivers.  Neither this  Agreement  nor any other Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in  accordance  with the  provisions  of this  subsection.  The
Majority Lenders may, or, with the written consent of the Majority Lenders,  the
Administrative  Agent may,  from time to time,  (a) enter into with the Borrower
written  amendments,  supplements or modifications  hereto and to the other Loan
Documents  for the purpose of adding any  provisions  to this  Agreement  or the
other Loan  Documents  or changing in any manner the rights of the Lenders or of
the Borrower  hereunder or thereunder or (b) waive, on such terms and conditions
as the Majority  Lenders or the  Administrative  Agent,  as the case may be, may
specify in such  instrument,  any of the  requirements  of this Agreement or the
other Loan  Documents  or any Default or Event of Default and its  consequences;
provided,  however,  that no such waiver and no such  amendment,  supplement  or
modification  shall  (i)  reduce  the  amount or extend  the  scheduled  date of
maturity of any Loan,  or reduce the stated rate of any  interest or fee payable
hereunder or extend the  scheduled  date of any payment  thereof or increase the
amount or extend the expiration  date of any Lender's  Commitment,  in each case
without the consent of each Lender affected  thereby,  or (ii) amend,  modify or
waive any provision of this subsection or reduce the percentage specified in the
definition of Majority Lenders,  or consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents,  in each case without the written consent of all the Lenders, or
(iii)  amend,  modify or waive any  provision  of Section 8 without  the written
consent  of the  then  Administrative  Agent.  Any  such  waiver  and  any  such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Borrower,  the Lenders,  the Administrative  Agent
and all future  holders of the Loans.  In the case of any waiver,  the Borrower,
the Lenders  and the  Administrative  Agent  shall be  restored to their  former
positions  and  rights  hereunder  and under the other Loan  Documents,  and any
Default  or  Event  of  Default  waived  shall be  deemed  to be  cured  and not
continuing;  no such waiver shall extend to any  subsequent  or other Default or
Event of Default or impair any right consequent thereon.

     9.2 Notices.  All notices,  requests and demands to or upon the  respective
parties  hereto to be  effective  shall be in writing  (including  by  facsimile
transmission) and, unless otherwise  expressly provided herein,  shall be deemed
to have  been  duly  given  or made (a) in the case of  delivery  by hand,  when
delivered, (b) in the case of delivery by mail, three days after being deposited
in the mails,  postage  prepaid,  or (c) in the case of  delivery  by  facsimile
transmission,  when sent and receipt has been confirmed, addressed as follows in
the case of the  Borrower  and the  Administrative  Agent,  and as set  forth in
Schedule I in the case of the other parties hereto,  or to such other address as
may be hereafter notified by the respective parties hereto:

   The Borrower:      Boston Scientific Corporation
                      One Boston Scientific Place
                      Natick, Massachusetts 01760
                      Attention: Lawrence C. Best
                            Chief Financial Officer and
                            Senior Vice President,
                            Finance & Administration
                      Fax:   508-650-8951

                      with a copy to:

                      General Counsel's Office
                      Fax: 508-650-8960

   The Administrative
    Agent:            Chemical Bank Agency Services
                      Corporation
                      Grand Central Tower
                      140 East 45th Street
                      New York, New York 10017
                      Attention:  Sandra Miklave
                      Fax: 212-622-0002

                      with a copy to:

                      Chemical Bank
                      270 Park Avenue
                      New York, New York  10017
                      Attention: Michael Bayley
                      Fax: 212-270-3279

provided that any notice,  request or demand to or upon the Administrative Agent
or the Lenders  pursuant to subsection  2.2, 2.4, 2.7, 2.10,  2.11 or 2.16 shall
not be effective until received.

     9.3 No Waiver;  Cumulative Remedies. No failure to exercise and no delay in
exercising,  on the part of the  Administrative  Agent or any Lender, any right,
remedy,  power or privilege  hereunder or under the other Loan  Documents  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  remedy,  power or  privilege  hereunder  preclude  any other or  further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights,  remedies,  powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

     9.4 Survival of Representations  and Warranties.  All  representations  and
warranties  made  hereunder,  in the other Loan  Documents  and in any document,
certificate or statement  delivered  pursuant  hereto or in connection  herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

     9.5  Payment of  Expenses  and  Taxes.  The  Borrower  agrees (a) to pay or
reimburse the Administrative  Agent for all its reasonable  out-of-pocket  costs
and  expenses  incurred in  connection  with the  development,  preparation  and
execution of, and any amendment,  supplement or modification  to, this Agreement
and the other Loan  Documents  and any other  documents  prepared in  connection
herewith  or  therewith,   and  the  consummation  and   administration  of  the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent, (b) to
pay or reimburse each Lender and the Administrative  Agent for all its costs and
expenses  incurred in connection  with the  enforcement or  preservation  of any
rights  under  this  Agreement,  the other  Loan  Documents  and any such  other
documents,  including, without limitation, the fees and disbursements of counsel
(including the allocated  fees and expenses of in-house  counsel) to each Lender
and of counsel to the Administrative  Agent,  provided,  that the Borrower shall
pay the fees and disbursements of only one counsel to the  Administrative  Agent
and the Lenders in  connection  with any workout or  restructuring,  (c) to pay,
indemnify,  and hold each Lender and the Administrative Agent harmless from, any
and all recording and filing fees and any and all  liabilities  with respect to,
or resulting from any delay in paying,  stamp,  excise and other taxes,  if any,
which  may be  payable  or  determined  to be  payable  in  connection  with the
execution  and  delivery of, or  consummation  or  administration  of any of the
transactions  contemplated by, or any amendment,  supplement or modification of,
or any waiver or consent under or in respect of, this Agreement,  the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender and the Administrative  Agent harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever with respect
to the execution, delivery, enforcement,  performance and administration of this
Agreement,  the other Loan Documents including,  without limitation,  any of the
foregoing  relating to the violation of,  noncompliance with or liability under,
any Environmental  Law applicable to the operations of the Borrower,  any of its
Subsidiaries  or any of the  Properties  (all the  foregoing in this clause (d),
collectively,  the "indemnified liabilities"),  provided that the Borrower shall
have no  obligation  hereunder  to the  Administrative  Agent or any Lender with
respect to indemnified  liabilities arising from the gross negligence or willful
misconduct of the  Administrative  Agent or any such Lender.  The  agreements in
this  subsection  shall  survive  repayment  of the Loans and all other  amounts
payable hereunder.

     9.6  Successors  and  Assigns;  Participations  and  Assignments.  (a) This
Agreement  shall be binding upon and inure to the benefit of the  Borrower,  the
Lenders, the Administrative  Agent and their respective  successors and assigns,
except  that the  Borrower  may not  assign  or  transfer  any of its  rights or
obligations  under this  Agreement  without  the prior  written  consent of each
Lender.

     (b) Any  Lender  may,  in the  ordinary  course of its  commercial  banking
business and in accordance  with applicable law, at any time sell to one or more
banks or other  entities  ("Participants")  participating  interests in any Loan
owing to such Lender,  any  Commitment  of such Lender or any other  interest of
such Lender  hereunder and under the other Loan  Documents.  In the event of any
such  sale by a  Lender  of a  participating  interest  to a  Participant,  such
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain  unchanged,  such Lender shall remain  solely  responsible  for the
performance  thereof,  such Lender  shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the Borrower
and the  Administrative  Agent shall  continue to deal solely and directly  with
such Lender in connection with such Lender's  rights and obligations  under this
Agreement and the other Loan Documents. No Lender shall be entitled to create in
favor of any Participant,  in the participation agreement pursuant to which such
Participant's participating interest shall be created or otherwise, any right to
vote on,  consent to or approve  any matter  relating to this  Agreement  or any
other Loan  Document  except for those  specified in clauses (i) and (ii) of the
proviso to subsection 9.1. The Borrower agrees that if amounts outstanding under
this  Agreement  are due or unpaid,  or shall have been  declared  or shall have
become  due and  payable  upon  the  occurrence  of an Event  of  Default,  each
Participant  shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating  interest in amounts
owing  under  this  Agreement  to  the  same  extent  as if  the  amount  of its
participating  interest  were  owing  directly  to it  as a  Lender  under  this
Agreement,  provided  that,  in purchasing  such  participating  interest,  such
Participant  shall be  deemed  to have  agreed  to share  with the  Lenders  the
proceeds  thereof  as  provided  in  subsection  9.7(a) as fully as if it were a
Lender  hereunder.  The  Borrower  also  agrees that each  Participant  shall be
entitled to the benefits of subsections  2.18, 2.19 and 2.20 with respect to its
participation in the Commitments and the Loans  outstanding from time to time as
if it was a  Lender;  provided  that,  in the  case  of  subsection  2.19,  such
Participant  shall have complied with the  requirements  of said  subsection and
provided,  further, that no Participant shall be entitled to receive any greater
amount  pursuant to any such  subsection  than the transferor  Lender would have
been  entitled  to  receive  in  respect  of the  amount  of  the  participation
transferred by such transferor  Lender to such  Participant had no such transfer
occurred.

     (c) Any  Lender  may,  in the  ordinary  course of its  commercial  banking
business and in  accordance  with  applicable  law, at any time and from time to
time  assign to any  Lender  or any  affiliate  thereof  of  comparable  credit-
worthiness  or, with the consent of the  Borrower and the  Administrative  Agent
(which in each case shall not be unreasonably  withheld),  to an additional bank
or  financial  institution  (an  "Assignee")  all or any part of its  rights and
obligations  under this  Agreement and the other Loan  Documents  pursuant to an
Assignment and Acceptance,  substantially  in the form of Exhibit H, executed by
such Assignee,  such  assigning  Lender (and, in the case of an Assignee that is
not  then  a  Lender  or  an  affiliate   thereof,   by  the  Borrower  and  the
Administrative  Agent)  and  delivered  to  the  Administrative  Agent  for  its
acceptance and recording in the Register, provided that, in the case of any such
assignment  to an  additional  bank  or  financial  institution,  the sum of the
aggregate  principal  amount of the Loans and the aggregate amount of the unused
Commitment  being  assigned  shall be not less  than  $10,000,000  and,  if such
assignment  is of less than all of the rights and  obligations  of the assigning
Lender, the sum of the aggregate  principal amount of the Revolving Credit Loans
and the aggregate amount of the unused  Commitment  remaining with the assigning
Lender  shall be not less  than  $20,000,000  (or such  lesser  amount as may be
agreed to by the Borrower and the  Administrative  Agent).  Upon such execution,
delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be
a party hereto and, to the extent  provided in such  Assignment and  Acceptance,
have the rights and  obligations of a Lender  hereunder with a Commitment as set
forth therein,  and (y) the assigning  Lender  thereunder  shall,  to the extent
provided in such  Assignment and  Acceptance,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all or the remaining  portion of an assigning  Lender's  rights and  obligations
under this Agreement, such assigning Lender shall cease to be a party hereto).

     (d) The Administrative Agent, on behalf of the Borrower,  shall maintain at
the address of the Administrative  Agent referred to in subsection 9.2 a copy of
each Assignment and Acceptance  delivered to it and a register (the  "Register")
for the recordation of the names and addresses of the Lenders and the Commitment
of, and  principal  amount of the Loans owing to, each Lender from time to time.
The  entries in the  Register  shall be  conclusive,  in the absence of manifest
error, and the Borrower,  the Administrative  Agent and the Lenders may (and, in
the case of any Loan or other  obligation  hereunder  not  evidenced  by a Note,
shall)  treat each Person whose name is recorded in the Register as the owner of
a Loan or other  obligation  hereunder as the owner  thereof for all purposes of
this Agreement and the other Loan Documents,  notwithstanding  any notice to the
contrary. Any assignment of any Loan or other obligation hereunder not evidenced
by a Note shall be effective only upon appropriate  entries with respect thereto
being made in the Register.  The Register  shall be available for  inspection by
the  Borrower  or any Lender at any  reasonable  time and from time to time upon
reasonable prior notice.

     (e) Upon  its  receipt  of an  Assignment  and  Acceptance  executed  by an
assigning  Lender and an Assignee  (and,  in the case of an Assignee that is not
then a Lender or an affiliate  thereof,  by the Borrower and the  Administrative
Agent) together with payment to the  Administrative  Agent of a registration and
processing fee of $3000, the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance  and (ii) on the effective  date  determined  pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower.

     (f) The Borrower  authorizes  each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective  Transferee,  subject to the
provisions  of  subsection  9.15,  any and  all  financial  information  in such
Lender's  possession  concerning the Borrower and its Affiliates  which has been
delivered  to such  Lender  by or on  behalf of the  Borrower  pursuant  to this
Agreement  or which  has been  delivered  to such  Lender by or on behalf of the
Borrower in connection with such Lender's credit  evaluation of the Borrower and
its Affiliates prior to becoming a party to this Agreement.

     (g) For avoidance of doubt, the parties to this Agreement  acknowledge that
the  provisions of this  subsection  concerning  assignments  of Loans and Notes
relate only to absolute  assignments  and that such  provisions  do not prohibit
assignments  creating security interests,  including,  without  limitation,  any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

     9.7 Adjustments;  Set-off.  (a) If any Lender (a "benefitted Lender") shall
at any  time  receive  any  payment  of all or part of its  Loans,  or  interest
thereon,  or receive any collateral in respect thereof  (whether  voluntarily or
involuntarily,  by  set-off,  pursuant  to events or  proceedings  of the nature
referred to in Section 7(e), or  otherwise),  in a greater  proportion  than any
such payment to or collateral  received by any other Lender,  if any, in respect
of such other Lender's Loans, or interest thereon,  such benefitted Lender shall
purchase  for cash  from the  other  Lenders a  participating  interest  in such
portion of each such other  Lender's  Loan,  or shall provide such other Lenders
with the benefits of any such collateral,  or the proceeds thereof,  as shall be
necessary  to cause  such  benefitted  Lender to share  the  excess  payment  or
benefits  of such  collateral  or  proceeds  ratably  with each of the  Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter  recovered  from such  benefitted  Lender,  such purchase shall be
rescinded,  and the purchase price and benefits returned,  to the extent of such
recovery, but without interest.

     (b) In addition to any rights and remedies of the Lenders  provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice  being  expressly  waived by the  Borrower  to the  extent  permitted  by
applicable  law,  upon any  amount  becoming  due and  payable  by the  Borrower
hereunder  (whether at the stated  maturity,  by  acceleration  or otherwise) to
set-off and  appropriate  and apply  against  such  amount any and all  deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect,  absolute or contingent,  matured or unmatured,  at any time
held or owing by such  Lender  or any  branch or  agency  thereof  to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the  Administrative  Agent after any such  set-off and  application
made by such  Lender,  provided  that the failure to give such notice  shall not
affect the validity of such set- off and application.

     9.8  Counterparts.  This  Agreement  may be  executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
facsimile  transmission),  and all of said counterparts  taken together shall be
deemed to constitute  one and the same  instrument.  A set of the copies of this
Agreement  signed by all the parties  shall be lodged with the  Borrower and the
Administrative Agent.

     9.9  Severability.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     9.10 Integration. This Agreement and the other Loan Documents represent the
agreement of the Borrower, the Administrative Agent and the Lenders with respect
to  the  subject  matter  hereof,  and  there  are  no  promises,  undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.

     9.11 GOVERNING  LAW. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES  HEREUNDER  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     9.12 Submission To Jurisdiction;  Waivers.  The Borrower hereby irrevocably
and unconditionally:

          (a)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party,  or for  recognition  and  enforcement  of any  judgement in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York,  the courts of the United  States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any  objection  that it may now or hereafter  have to the
     venue of any such  action  or  proceeding  in any such  court or that  such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
     Borrower  at its  address  set  forth in  subsection  9.2 or at such  other
     address of which the Administrative Agent shall have been notified pursuant
     thereto;

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives,  to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding  referred to
     in this  subsection  any  special,  exemplary,  punitive  or  consequential
     damages.

     9.13 Acknowledgements. The Borrower hereby acknowledges that:

          (a) it has been advised by counsel in the  negotiation,  execution and
     delivery of this Agreement and the other Loan Documents;

          (b) neither the Administrative  Agent nor any Lender has any fiduciary
     relationship  with or duty to the Borrower  arising out of or in connection
     with  this  Agreement  or  any  of  the  other  Loan  Documents,   and  the
     relationship between Administrative Agent and Lenders, on one hand, and the
     Borrower,  on the other hand, in connection herewith or therewith is solely
     that of debtor and creditor; and

          (c) no joint venture is created  hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Borrower and the Lenders.

     9.14 WAIVERS OF JURY TRIAL. THE BORROWER,  THE Administrative Agent AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING  RELATING TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

     9.15  Confidentiality.  Each Lender agrees to keep confidential any written
or oral information (a) provided to it by or on behalf of the Borrower or any of
its  Subsidiaries  pursuant  to or in  connection  with  this  Agreement  or (b)
obtained  by such  Lender  based on a review  of the books  and  records  of the
Borrower or any of its Subsidiaries;  provided that nothing herein shall prevent
any Lender from disclosing any such information (i) to the Administrative  Agent
or any other Lender,  (ii) to any  Transferee  which  receives such  information
having been made aware of the  confidential  nature thereof and having agreed to
abide  by the  provisions  of this  subsection  9.15,  (iii)  to its  employees,
directors, agents, attorneys,  accountants and other professional advisors, (iv)
upon the request or demand of any  Governmental  Authority  having  jurisdiction
over  such  Lender,  (v)  in  response  to  any  order  of any  court  or  other
Governmental  Authority  or  as  may  otherwise  be  required  pursuant  to  any
Requirement of Law, (vi) which has been publicly  disclosed other than in breach
of this  Agreement,  or (vii) in  connection  with the  exercise  of any  remedy
hereunder.

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

                                       BOSTON SCIENTIFIC CORPORATION

                                       By:   _________________________
                                             Name:
                                             Title:

                                       CHEMICAL BANK, as Administrative
                                        Agent and as a Lender

                                       By:   _________________________
                                             Name:
                                             Title:

                                       CHASE SECURITIES INC.,
                                        as Arranger

                                       By:   _________________________
                                             Name:
                                             Title:

                                       THE FIRST NATIONAL BANK OF BOSTON,
                                        as Syndication Agent, Arranger
                                        and a Lender

                                       By:   _________________________
                                             Name:
                                             Title:

                                       LEHMAN PAPER COMMERCIAL PAPER INC.,
                                        as Advisor and Arranger

                                       By:   _________________________
                                             Name:
                                             Title:

                                       MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK

                                       By:   _________________________
                                             Name:
                                             Title:

                                       ABN AMRO BANK N.V.
                                         By:  ABN AMRO NORTH AMERICA,
                                              INC., as Agent

                                       By:   _________________________
                                            Name:
                                            Title:

                                       By:   _________________________
                                             Name:
                                             Title:

                                       ALLIED IRISH BANKS, P.L.C.

                                       By:   _________________________
                                             Name:
                                             Title:

                                       BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY

                                       By:   _________________________
                                             Name:
                                             Title:

                                       COMMERZBANK AKTIENGESELLSCHAFT

                                       By:   _________________________
                                             Name:
                                             Title:

                                       CORESTATES BANK, N.A.

                                       By:   _________________________
                                             Name:
                                             Title:

                                       THE DAI-ICHI KANGYO BANK, LTD.

                                       By:   _________________________
                                             Name:
                                             Title:

                                       THE FUJI BANK, LIMITED

                                       By:   _________________________
                                             Name:
                                             Title:

                                       MELLON BANK

                                       By:   _________________________
                                             Name:
                                             Title:

                                       THE SANWA BANK LIMITED

                                       By:   _________________________
                                             Name:
                                             Title:

                                       THE SUMITOMO BANK, LIMITED

                                       By:   _________________________
                                             Name:
                                             Title:

                                       U.S. NATIONAL BANK OF OREGON

                                       By:   _________________________
                                             Name:
                                             Title: 

Basic Info X:

Name: CREDIT AGREEMENT
Type: Credit Agreement
Date: Aug. 14, 1996
Company: BOSTON SCIENTIFIC CORP
State: Delaware

Other info:

Date:

  • June 7 , 1996
  • Saturday , Sunday
  • June 15 , 1996
  • last Business Day
  • last day of each March , June
  • September
  • last day of the
  • March 31 , 1996
  • December 31 , 1995
  • May , 1996

Organization:

  • Time to Time Parties Hereto
  • Maximum Number of Tranches 22 2.13 Interest Rates
  • Business and Maintenance of Existence 39 5.5 Maintenance of Property
  • Administrative Agent 47 8.5 Notice of Default 47 8.6 Non-Reliance on Administrative Agent
  • CAF Advance Request Exhibit D Form of CAF
  • CAF Advance Confirmation Exhibit F Form of Borrower Closing Certificate Exhibit G Form of Opinion of Counsel
  • Federal Reserve Statistical Release H.15
  • Federal Reserve Bank of New York
  • Federal Funds Effective Rate
  • CAF Advance Offers
  • Bank Insurance Fund
  • Federal Deposit Insurance Corporation
  • Financial Accounting Standards Board or Securities and Exchange Commission
  • LIBO Rate CAF Advance Request
  • Moody 's Investors Service
  • Pension Benefit Guaranty Corporation
  • First National Bank of Boston
  • Morgan Guaranty Trust Company
  • Standard & Poor 's Ratings Services
  • Revolving Credit Borrowing
  • Reduction of Commitments ; Extension of Termination Date
  • CAF Advance Availability Period
  • CAF Advance Borrowing
  • CAF Advance Maturity Dates thereof
  • CAF Advance Payments
  • CAF Advance Interest Payment Date
  • Computation of Interest
  • Eurocurrency Reserve Requirements
  • CD Reserve Percentage
  • Determine Interest Rate
  • Pro Rata Treatment and Payments
  • Borrower of Revolving Credit Loans
  • United States Internal Revenue Service
  • Change of Lending Office ; Removal of Lender
  • CAF Advance Maturity Date thereof
  • Federal or State
  • Board of Governors of the Federal Reserve System
  • 5.1 Financial Statements
  • Ernst & Young LLP
  • Conduct of Business and Maintenance of Existence
  • Material Adverse Effect
  • Maintenance of Property ; Insurance
  • 6.1 Financial Condition Covenants
  • Maintenance of Consolidated Tangible Net Worth
  • Event of Default
  • Commonly Controlled Entity
  • Board of Directors of the Borrower
  • Delegation of Duties
  • Boston Scientific Corporation One Boston Scientific Place Natick
  • Lawrence C. Best Chief Financial Officer
  • Finance & Administration
  • Chemical Bank Agency Services Corporation Grand Central Tower
  • Southern District of New York
  • Administrative Agent and Lenders
  • CHASE SECURITIES INC.
  • ABN AMRO BANK N.V.

Location:

  • Delaware
  • England
  • Dollars
  • Consolidated Net Worth
  • London
  • 11:00 A.M.
  • New York City
  • Massachusetts
  • United States of America
  • BOSTON
  • NORTH AMERICA
  • U.S.
  • OREGON

Money:

  • $ '' : dollars
  • $ 5,000,000
  • $ 1,000,000
  • $ 450,000,000
  • $ 75,000,000
  • $ 50,000,000
  • $ 10,000,000
  • $ 20,000,000
  • $ 3000

Person:

  • Sandra Miklave
  • Michael Bayley

Time:

  • 9:30 A.M.
  • 9:15 A.M.

Percent:

  • 10 %
  • .125 % 0 %
  • .130 % 0 %
  • .170 % 0 %
  • .200 % 0 %
  • .225 % 0 %
  • .400 % 0 %
  • 1 %
  • .065 %
  • .070 %
  • .080 %
  • .100 %
  • .150 %
  • 60 %
  • 2 %