
<PAGE>




                                  U.S. $300,000,000

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

                                   CREDIT AGREEMENT

                                     (FACILITY B)
                                ----------------------

                            Dated as of September 23, 1996

                                        among


                                ALLEGIANCE CORPORATION
                                     as Borrower


                       THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                       as Banks



                          THE FIRST NATIONAL BANK OF CHICAGO
                                 as Syndication Agent

                              NATIONSBANK OF TEXAS, N.A.
                                as Documentation Agent

                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                                 as Syndication Agent

                                         and

                BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                               as Administrative Agent


                                     Arranged by

                                 BA SECURITIES, INC.

<PAGE>
                                  TABLE OF CONTENTS


Section                                                                     PAGE
- -------                                                                     ----
                                      ARTICLE I
                                     DEFINITIONS

         SECTION 1.01.  Defined Terms.........................................1
         SECTION 1.02.  Computation of Time Periods..........................14
         SECTION 1.03.  Accounting Terms and Principles......................14

                                      ARTICLE II
                          THE SYNDICATED BORROWING FACILITY


         SECTION 2.01.  The Syndicated Borrowing Facility....................14
         SECTION 2.02.  Making the Syndicated Advances.......................15
         SECTION 2.03.  Method of Electing Interest Rates....................15

                                     ARTICLE III
                        THE COMPETITIVE BID BORROWING FACILITY


         SECTION 3.01.  The Competitive Bid Facility.........................17
         SECTION 3.02.  Competitive Bid Quote Request........................18
         SECTION 3.03.  Invitation for Competitive Bid Quotes................19
         SECTION 3.04.  Submission and Contents of Competitive Bid
                        Quotes...............................................19
         SECTION 3.05.  Notice to the Borrower...............................21
         SECTION 3.06.  Acceptance and Notice by the Borrower................21
         SECTION 3.07.  Allocation by Administrative Agent...................22
         SECTION 3.08.  Notification of Acceptances to the
                        Affected Banks.......................................22
         SECTION 3.09.  Funding of Competitive Bid Advances..................23

                                      ARTICLE IV
                                    GENERAL TERMS

         SECTION 4.01.  Illegality; Interest Rate Inadequate
                        or Unfair............................................23
         SECTION 4.02.  Effect of Notice of Borrowing;
                        Maximum Number of Borrowings.........................25
         SECTION 4.03.  Effect of Failure to Borrow or Fund..................25
         SECTION 4.04.  Facility Fees........................................26
         SECTION 4.05.  Reduction of the Commitments.........................29
         SECTION 4.06.  Repayment............................................29
         SECTION 4.07.  Interest.............................................29
         SECTION 4.08.  Additional Interest on Eurodollar
                        Rate Advances........................................31
         SECTION 4.09.  Interest on Overdue Principal........................31
         SECTION 4.10.  Interest Rate Determinations.........................31
         SECTION 4.11.  Performance of Banks' Obligations....................32
         SECTION 4.12.  Optional Prepayments.................................32
         SECTION 4.13.  Increased Costs......................................33

<PAGE>

                                                                            PAGE
                                                                            ----

         SECTION 4.14.  Payments and Computations............................34
         SECTION 4.15.  Taxes................................................36
         SECTION 4.16.  The Notes............................................38
         SECTION 4.17.  Sharing of Payments, Etc.............................39
         SECTION 4.18.  Termination and Prepayment with
                        Respect to Any Bank..................................41
         SECTION 4.19.  Extensions of the Commitments........................44

                                      ARTICLE V
                                CONDITIONS OF LENDING

         SECTION 5.01.  Conditions Precedent to the First
                        Borrowing............................................45
         SECTION 5.02.  Conditions Precedent to Each
                        Borrowing............................................47

                                      ARTICLE VI
                            REPRESENTATIONS AND WARRANTIES

         SECTION 6.01.  Representations and Warranties
                        of  the Borrower.....................................48

                                     ARTICLE VIICOVENANTS

         SECTION 7.01.  Affirmative Covenants of the Borrower................49
         SECTION 7.02.  Negative Covenants of the Borrower...................54

                                     ARTICLE VIII
                                  EVENTS OF DEFAULT

         SECTION 8.01.  Events of Default....................................58

                                      ARTICLE IX
                               THE ADMINISTRATIVE AGENT

         SECTION 9.01.  Appointment and Authorization;
                        "Administrative Agent"...............................62
         SECTION 9.02.  Delegation of Duties.................................62
         SECTION 9.03.  Liability of Administrative Agent....................63
         SECTION 9.04.  Reliance by Administrative Agent.....................63
         SECTION 9.05.  Notice of Default....................................64
         SECTION 9.06.  Credit Decision......................................64
         SECTION 9.07.  Indemnification of Administrative
                        Agent................................................65
         SECTION 9.08.  Administrative Agent in Individual
                        Capacity.............................................66
         SECTION 9.09.  Successor Administrative Agent.......................66
         SECTION 9.10.  Other Agents.........................................66

<PAGE>

                                                                            PAGE
                                                                            ----


                                      ARTICLE X
                                    MISCELLANEOUS

         SECTION 10.01.  Amendments, Etc.....................................67
         SECTION 10.02.  Notices, Etc........................................67
         SECTION 10.03.  No Waiver; Cumulative Remedies......................68
         SECTION 10.04.  Costs and Expenses; Indemnification.................68
         SECTION 10.05.  Right of Set-Off....................................70
         SECTION 10.06.  Binding Effect; Assignments and
                         Participations......................................70
         SECTION 10.07.  Governing Law.......................................73
         SECTION 10.08.  Execution in Counterparts...........................73
         SECTION 10.09.  Severability........................................73
         SECTION 10.10.  Entire Agreement....................................73

<PAGE>


                                EXHIBIT AND SCHEDULES

Exhibit 2.02            Form of Notice of Syndicated Borrowing
Exhibit 2.03            Form of Notice of Interest Rate Election
Exhibit 3.02            Form of Competitive Bid Quote Request
Exhibit 3.04            Form of Competitive Bid Quote
Exhibit 3.06            Form of Notice of Competitive Bid
                        Borrowing
Exhibit 4.16(a)         Form of Syndicated Note
Exhibit 4.16(C)         Form of Competitive Bid Note
Exhibit 5.01(a)(v)(A)   Form of Opinion of Borrower's
                        General Counsel
Exhibit 5.01(a)(v)(B)   Form of Opinion of Borrower's Special
                        Counsel
Exhibit 7.01(g)(ii)     Form of Certificate of Independent
                        Accountants
Exhibit 10.06           Form of Assignment and Acceptance


Schedule 1.01           Applicable Lending Offices

<PAGE>

                                   CREDIT AGREEMENT

                                     (FACILITY B)

                            Dated as of September 23, 1996




         This CREDIT AGREEMENT (FACILITY B) (this "AGREEMENT") dated as of
September 23, 1996 is made by and among the following parties:

    (i)       ALLEGIANCE CORPORATION, a Delaware corporation (the "BORROWER"),

    (ii)      the financial institutions listed on the signature pages of this
              Agreement under the heading "Banks" (such financial institutions,
              and any successor financial institution that becomes a party to
              this Agreement pursuant to SECTION 4.18 or 10.06, hereinafter
              referred to as the "BANKS"),

    (iii)     THE FIRST NATIONAL BANK OF CHICAGO, as syndication agent and as a
              co-arranger, NATIONSBANK OF TEXAS, N.A., as documentation agent
              and as a co-arranger, and MORGAN GUARANTY TRUST COMPANY OF NEW
              YORK, as syndication agent and as a co-arranger (collectively,
              the "CO-ARRANGERS"), and

    (iv)      BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOFA"),
              as administrative agent hereunder (such administrative agent and
              any successor administrative agent appointed pursuant to SECTION
              9.09 hereinafter referred to as the "ADMINISTRATIVE AGENT").


The parties hereto agree as follows:

                                      ARTICLE I
                                     DEFINITIONS

         SECTION 1.01.  DEFINED TERMS.  As used in this Credit Agreement
(Facility B) (this "AGREEMENT"), the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

         "ABSOLUTE RATE" means, with respect to an Absolute Rate Advance made
by a given Bank for the relevant Interest Period,

<PAGE>

the rate of interest per annum (rounded to the nearest 1/100 of 1%) offered by
such Bank and accepted by the Borrower with respect to such Absolute Rate
Advance.

         "ABSOLUTE RATE ADVANCE" means an Advance made or to be made by a Bank
pursuant to ARTICLE III as an Absolute Rate Advance in accordance with the
applicable Notice of Competitive Bid Borrowing.  Each Absolute Rate Advance
shall bear interest at an Absolute Rate as provided in SECTION 4.07(c).

         "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Absolute Rates for Absolute Rate Advances to be extended pursuant
to ARTICLE III.

         "ADJUSTED DEBT" means, at any time, (a) all Debt, MINUS (b) an amount
equal to all cash and cash equivalent investments of the Borrower and its
Consolidated Subsidiaries at such time, PLUS (c) any tax liability that would be
due and payable by the Borrower or any of its Subsidiaries (after giving effect
to any offsets or deductions available to the Borrower and its Subsidiaries)
during the ninety day period immediately following and arising from the use of
such cash and cash equivalent investments to reduce or repay debt obligations of
the Borrower or any of its Subsidiaries, PLUS (d) to the extent not included in
the computation of Debt, the aggregate outstanding investment or claim held at
such time by purchasers, assignees or other transferees of (or of interests in)
receivables of the Borrower and its Consolidated Subsidiaries in connection with
any revolving Securitization Transaction (regardless of the accounting treatment
of such Securitization Transaction).

         "ADVANCE" means a Syndicated Advance and/or a Competitive Bid Advance,
as the context requires.

         "AFFILIATE" means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such
Person.

         "AGENT-RELATED PERSONS" means BofA and any successor administrative
agent arising under SECTION 9.09, together with their respective Affiliates
(including, in the case of BofA, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

         "ANNIVERSARY" means, with respect to any calendar year, the date in
such year which is the anniversary of the Closing Date.

         "APPLICABLE LENDING OFFICE" means, with respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base


                                         -2-

<PAGE>

Rate Advance, such Bank's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance, and such Bank's Competitive Bid Lending Office in the case of a
Competitive Bid Advance.

         "ARRANGER" means BA Securities, Inc., a Delaware corporation.

         "ATTORNEY COSTS" means and includes all fees and disbursements of any
law firm or other external counsel, the allocated cost of internal legal
services and all disbursements of internal counsel.

         "AVAILABLE COMMITMENT" means, with respect to any Bank at any time, an
amount equal to (i) such Bank's Commitment at such time MINUS (ii) an amount
equal to such Bank's ratable share, determined on the basis that such Bank's
Commitment bears to all Commitments at such time, of the aggregate principal
amount of all Competitive Bid Advances outstanding at such time.

         "BASE RATE" means, for any day, the higher of (i) the Reference Rate
for such day and (ii) the sum of the latest Federal Funds Rate PLUS 0.50%.

         "BASE RATE ADVANCE" means (i) an Advance made or to be made by a Bank
pursuant to SECTION 2.01, as a Base Rate Advance in accordance with the
applicable Notice of Syndicated Borrowing, or pursuant to SECTION 4.01, as a
Base Rate Advance in substitution for a Fixed Rate Advance, and (ii) any Advance
Converted into a Base Rate Advance in accordance with SECTION 2.03 or 4.01.
Each Base Rate Advance shall bear interest as provided in SECTION 4.07(a).

         "BAXTER" means Baxter International Inc., a Delaware corporation.

         "BORROWING" means a Syndicated Borrowing and/or a Competitive Bid
Borrowing, as the context requires.

         "BORROWING DATE" means a date on which an Advance is, or is proposed
to be, made hereunder.

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks are required or authorized by law to close in New
York City or Chicago, Illinois and, if the applicable Business Day relates to
any Eurodollar Advance, means such a day on which dealings are carried on in the
London interbank market.

         "CLOSING DATE" means September 23, 1996.


                                         -3-

<PAGE>

         "COMMITMENT" means, with respect to any Bank at any time the amount
indicated opposite such Bank's name on the signature pages hereof, as such
amount may have been reduced as of or prior to such time pursuant to SECTION
4.05 or modified in accordance with SECTION 10.06.

         "COMPETITIVE BID ADVANCE" means an advance by a Bank to the Borrower
pursuant to ARTICLE III and refers to a Eurodollar Bid Rate Advance, an Absolute
Rate Advance or an advance in substitution therefor pursuant to SECTION 4.01.

         "COMPETITIVE BID BORROWING" means a borrowing consisting of
Competitive Bid Advances (i) made on the same day by the Banks whose Competitive
Bid Quotes in connection with a given type of auction, whether a Eurodollar
Auction or an Absolute Rate Auction, shall have been accepted by the Borrower in
accordance with SECTION 3.06 and (ii) having the same Interest Period.

         "COMPETITIVE BID BORROWING FACILITY" has the meaning assigned to that
term in SECTION 3.01.

         "COMPETITIVE BID LENDING OFFICE" means, with respect to each Bank, the
office of such Bank specified as its "Competitive Bid Lending Office" opposite
its name on SCHEDULE 1.01 hereto (or, if no such office is specified, its
Domestic Lending Office) or such other office of such Bank as such Bank may from
time to time specify to the Borrower and the Administrative Agent.  Any Bank may
from time to time by notice to the Borrower and the Administrative Agent
designate separate Competitive Bid Lending Offices for its Absolute Rate
Advances and its Eurodollar Bid Rate Advances, in which case all references
herein to the "Competitive Bid Lending Office" of such Bank shall be deemed to
refer to any one or both of such offices, as the context may require.

         "COMPETITIVE BID MARGIN" means a margin above or below the applicable
Eurodollar Rate which is offered for a Eurodollar Bid Rate Advance, expressed as
a percentage (rounded to the nearest 1/10,000 of 1%) to be added to or
subtracted from such Eurodollar Rate.

         "COMPETITIVE BID NOTE" has the meaning assigned to that term in
SECTION 4.16(b).

         "COMPETITIVE BID QUOTE" means a Competitive Bid Quote substantially in
the form of EXHIBIT 3.04 hereto, completed by a Bank and delivered by such Bank
to the Administrative Agent in accordance with SECTION 3.04.

         "COMPETITIVE BID QUOTE REQUEST" means a Competitive Bid Quote Request
substantially in the form of EXHIBIT 3.02 hereto,


                                         -4-

<PAGE>

completed by the Borrower and delivered by the Borrower to the Administrative
Agent in accordance with SECTION 3.02.

         "CONSOLIDATED" refers to the full consolidation of the accounts of the
Borrower and its Subsidiaries in accordance with generally accepted accounting
principles, including principles of consolidation, and SECTION 1.03.

         "CONSOLIDATED CAPITALIZATION" means, at any time, the sum at such time
of:  (i) the Consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries, and (ii) Consolidated Adjusted Debt; PROVIDED that,
at all times, Consolidated Capitalization shall be calculated without giving
effect to any write-off of (or similar reduction in) goodwill relating to
acquisitions made by the Borrower or any of its Consolidated Subsidiaries prior
to the date on which the Distribution shall occur to the extent that, at the
time such write-off is made, the aggregate amount of all such write-offs (after
giving effect to such write-off) does not exceed the amount set forth below for
the applicable period in which such write-off occurs:

                                                           AGGREGATE
FROM AND INCLUDING           TO BUT EXCLUDING              WRITE-OFFS
- ------------------           ----------------              ----------
Closing Date                 Anniversary in 1997           $750,000,000
Anniversary in 1997          Anniversary in 1998           $650,000,000
Anniversary in 1998          Anniversary in 1999           $550,000,000
Anniversary in 1999          Anniversary in 2000           $450,000,000
Anniversary in 2000          Anniversary in 2001           $350,000,000

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

         "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion of
Advances of one Type into Advances of another Type or a continuation of Advances
as the same Type for an additional Interest Period, in each case pursuant to
SECTION 2.03.

         "CREDIT RATING" has the meaning assigned to that term in SECTION
4.04(a).

         "DEBT" means the sum of:  (i) indebtedness for borrowed money or for
the deferred purchase price of property or services carried as indebtedness on
the Consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, (ii) obligations of


                                         -5-

<PAGE>

the Borrower and its Consolidated Subsidiaries as lessee under leases that, in
accordance with generally accepted accounting principles, are recorded as
capital leases, (iii) obligations of the Borrower and its Consolidated
Subsidiaries under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of indebtedness or obligations of
others of the kinds referred to in clauses (i) and (ii) above (other than Debt
of any Subsidiary, to the extent such Debt is included in the calculation of
Debt as a result of clause (i) or (ii) above) in excess of $25,000,000 in the
aggregate (provided that for purposes of SECTION 8.01(e), the $25,000,000
threshold above shall not apply) and (iv) indebtedness or obligations of the
kinds referred to in clauses (i), (ii) or (iii) above of the Borrower's
unconsolidated Subsidiaries in excess of $200,000,000 in the aggregate.  The
term "Debt" shall not include the undrawn face amount of any letter of credit
issued for the account of the Borrower or any of its Consolidated Subsidiaries
in the ordinary course of the Borrower's or such Subsidiary's business, but
shall include the reimbursement obligation owing from time to time by the
Borrower or any of its Consolidated Subsidiaries in respect of drawings made
under any letter of credit in the event reimbursement is not made immediately
following the applicable drawing.

         "DISTRIBUTION" means the distribution by Baxter to its stockholders of
all of the outstanding shares of common stock of
the Borrower, which shall be a wholly-owned subsidiary of Baxter prior to giving
effect thereto.

         "DOMESTIC LENDING OFFICE" means, with respect to each Bank, the office
of such Bank specified as its "Domestic Lending Office" opposite its name on
SCHEDULE 1.01 hereto or such other office of such Bank as such Bank may from
time to time specify to the Borrower and the Administrative Agent.

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

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

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.


                                         -6-

<PAGE>

         "EURODOLLAR ADVANCE" means any Eurodollar Rate Advance or Eurodollar
Bid Rate Advance.

         "EURODOLLAR AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins in relation to the applicable Eurodollar
Rate for Eurodollar Bid Rate Advances to be extended pursuant to ARTICLE III.

         "EURODOLLAR BID RATE" means, with respect to a Eurodollar Bid Rate
Advance made by a given Bank for the relevant Interest Period, the sum of
(a) the Eurodollar Rate applicable thereto and (b) the Competitive Bid Margin
offered by such Bank and accepted by the Borrower with respect to such
Eurodollar Bid Rate Advance.

         "EURODOLLAR BID RATE ADVANCE" means an Advance made or to be made by a
Bank pursuant to ARTICLE III as a Eurodollar Bid Rate Advance in accordance with
the applicable Notice of Competitive Bid Borrowing.  Each Eurodollar Bid Rate
Advance shall bear interest at a Eurodollar Bid Rate as provided in
SECTION 4.07(c).

         "EURODOLLAR LENDING OFFICE" means, with respect to each Bank, the
office of such Bank specified as its "Eurodollar Lending Office" opposite its
name on SCHEDULE 1.01 hereto (or, if no such office is specified, its Domestic
Lending Office) or such other office of such Bank as such Bank may from time to
time specify to the Borrower and the Administrative Agent.

         "EURODOLLAR MARGIN" has the meaning assigned to that term in SECTION
4.07(b).

         "EURODOLLAR RATE" means, for the Interest Period for each Eurodollar
Advance comprising part of the same Borrowing, an interest rate per annum equal
to the average (rounded upward to the nearest whole multiple of 1/100 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which
deposits in U.S. dollars are offered to the principal office of each of the
Reference Banks in London, England by prime banks in the London interbank market
at 11:00 a.m. (London time) two Business Days before the first day of such
Interest Period for a period approximately equal to such Interest Period and in
an amount approximately equal (i) in the case of a Eurodollar Rate Advance, to
the principal amount of such Reference Bank's Eurodollar Rate Advance comprising
part of such Borrowing and (ii) in the case of a Eurodollar Bid Rate Advance, to
the Syndicated Reduction to occur in such Reference Bank's Available Commitment
as a result of the Competitive Bid Borrowing to which such Eurodollar Bid Rate
Advance relates.  The Eurodollar Rate for the Interest Period for each
Eurodollar Advance comprising part of the same Borrowing shall be determined by
the Administrative


                                         -7-

<PAGE>

Agent on the basis of applicable rates furnished to and received by the
Administrative Agent from the Reference Banks two Business Days before the first
day of such Interest Period, SUBJECT, HOWEVER, to the provisions of
SECTION 4.10.

         "EURODOLLAR RATE ADVANCE" means (i) an Advance made or to be made by a
Bank pursuant to SECTION 2.01, as a Eurodollar Rate Advance in accordance with
the applicable Notice of Syndicated Borrowing, and (ii) any Advance Converted
into a Eurodollar Rate Advance in accordance with SECTION 2.03.  Each Eurodollar
Rate Advance shall bear interest as provided in SECTION 4.07(b).

         "EURODOLLAR RATE RESERVE PERCENTAGE" of any Bank for the Interest
Period for any Eurodollar Advance means the maximum reserve percentage
applicable during such Interest Period (or, if more than one such percentage
shall be so applicable, the daily average of such percentages for those days in
such Interest Period during which any such percentage shall be so applicable)
under regulations issued from time to time by the Board of Governors of the
Federal Reserve System for determining the reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve
requirement and taking into account any transitional adjustments or other
scheduled changes in reserve requirements during such Interest Period) for such
Bank with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period.

         "EVENTS OF DEFAULT" has the meaning assigned to that term in
SECTION 8.01.

         "FEDERAL FUNDS RATE" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York on the preceding
Business Day opposite the caption "Federal Funds (Effective)"; or, if for any
relevant day such rate is not so published on any such preceding Business Day,
the rate for such day will be the arithmetic mean as determined by the
Administrative Agent of the rates for the last transaction in overnight Federal
funds arranged prior to 9:00 a.m. (New York City time) on that day by each of
three leading brokers of Federal funds transactions in New York City selected by
the Administrative Agent.

         "FIRST BORROWING" means the initial Borrowing made by the Borrower
hereunder.

         "FIXED RATE ADVANCES" means Eurodollar Rate Advances or Competitive
Bid Advances (excluding Competitive Bid Advances


                                         -8-

<PAGE>

bearing interest at the Base Rate pursuant to SECTION 4.01) or any combination
of the foregoing.

         "FORM 10" means the Registration Statement on Form 10 filed by the
Borrower under the Securities Exchange Act of 1934, File No. 1-11885, as it
became effective as of September 20, 1996.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "INTANGIBLE ASSETS" means all assets of the Borrower and its
Consolidated Subsidiaries which are treated as intangibles or goodwill in
conformity with generally accepted accounting principles on the Consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries.

         "INTEREST EXPENSE" means, with respect to any period, the sum (without
duplication) of (i) Consolidated interest expense of the Borrower and its
Consolidated Subsidiaries for such period before the effect of interest income,
as reflected on the Consolidated statements of income for the Borrower and its
Consolidated Subsidiaries for such period and (ii) Consolidated yield or
discount accrued during such period on the aggregate outstanding investment or
claim held by purchasers, assignees or other transferees of (or of interests in)
receivables of the Borrower and its Consolidated Subsidiaries in connection with
a revolving Securitization Transaction (regardless of the accounting treatment
of such Securitization Transaction).

         "INTEREST PERIOD" means, for each Advance comprising part of the same
Borrowing, the period commencing on the date of such Advance (or, in the case of
any Syndicated Borrowing, on the effective date of Conversion thereof pursuant
to SECTION 2.03) and ending on the last day of the period selected by the
Borrower pursuant to the provisions below.  The duration of each such Interest
Period shall be (a) in the case of a Base Rate Advance, any number of days from
7 days to 180 days, (b) in the case of a Eurodollar Rate Advance, one, two or
three weeks or one, two, three or six months, (c) in the case of a Eurodollar
Bid Rate Advance, one, two or three weeks or one, two, three or six months or
such other periods as the Administrative Agent and the Borrower may agree for
purposes of, and prior to the issuance of, any Competitive Bid Request, and
(d) in the case of an Absolute


                                         -9-

<PAGE>

Rate Advance, a number of days not less than 7 days and not more than 180 days,
in each case as the Borrower may select pursuant to SECTION 2.02, 2.03 or 3.02,
as applicable; PROVIDED, that:

         (i)  The duration of any Interest Period which would otherwise
    end after the Termination Date shall end on the Termination Date;

         (ii)  Interest Periods commencing on the same day for Advances
    comprising the same Borrowing shall be of the same duration;

         (iii)  Whenever the last day of any Interest Period would
    otherwise occur on a day other than a Business Day, the last day of
    such Interest Period shall be extended to occur on the next succeeding
    Business Day, unless, in the case of any Interest Period for a
    Eurodollar Advance, such extension would cause the last day of such
    Interest Period to occur in the next following calendar month, in
    which case the last day of such Interest Period shall occur on the
    immediately preceding Business Day; and

         (iv)  If an Interest Period (other than a one, two or three week
    Interest Period) for a Eurodollar Advance 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), such Interest Period shall end on the last Business Day of a
    calendar month.

         "LOAN DOCUMENT" has the meaning assigned to that term in SECTION 9.01.

         "MAJORITY BANKS" means at any time Banks having at least 51% of the
then aggregate amount of the Commitments or, if the Commitments have been
terminated, holding at least 51% of the aggregate principal amount of Advances
then outstanding.

         "MARGIN STOCK" has the meaning assigned to that term under
Regulation U issued by the Board of Governors of the Federal Reserve System.

         "MATERIAL DEFAULT AMOUNT" means an amount equal to two percent (2%) of
Consolidated Net Tangible Assets, as determined at any time by reference to the
balance sheet of the Borrower and its Consolidated Subsidiaries then most
recently delivered to the Banks in accordance with SECTION 7.01(g)(i) or (ii)
or, if no such balance sheet has been delivered pursuant to such Sections, by
reference to the combined balance sheet of the Borrower for


                                         -10-

<PAGE>

the six month period ended June 30, 1996 set forth in the Form 10.

         "MATERIAL SUBSIDIARY" means, in the case of any specified condition or
event, any Subsidiary or group of Subsidiaries (A) each of which has suffered
such condition or event to occur and (B) that in the aggregate represents five
percent (5%) or more of the net revenues or the Consolidated Net Tangible Assets
of the Borrower and its Consolidated Subsidiaries, as reflected in the then most
recent financial statements of the Borrower and its Consolidated Subsidiaries
delivered pursuant to SECTION 7.01(g)(i) or (ii) or, if no such financial
statements have been delivered pursuant to such Sections, in reference to the
combined financial statements of the Borrower for the six month period ended
June 30, 1996 set forth in the Form 10.

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

         "NOTES" has the meaning assigned to that term in SECTION 4.16(b).

         "NOTICE OF BORROWING" means a Notice of Competitive Bid Borrowing
and/or a Notice of Syndicated Borrowing, as the context requires.

         "NOTICE OF COMPETITIVE BID BORROWING" has the meaning assigned to that
term in SECTION 3.06.

         "NOTICE OF INTEREST RATE ELECTION" has the meaning assigned to that
term in SECTION 2.03.

         "NOTICE OF SYNDICATED BORROWING" has the meaning assigned to that term
in SECTION 2.02.

         "PAYMENT SHARING NOTICE" means a written notice from the Borrower or
any Bank to each of the Administrative Agent and the Borrower advising that an
Event of Default has occurred and is continuing and requesting that the
Administrative Agent allocate payments received from the Borrower in accordance
with SECTION 4.17(b).

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

         "REFERENCE BANKS" means BofA, The First National Bank of Chicago and
Morgan Guaranty Trust Company of New York, and


                                         -11-

<PAGE>

each successor financial institution that shall be designated as a Reference
Bank hereunder pursuant to SECTION 4.10(c) or otherwise in accordance with this
Agreement.

         "REFERENCE RATE" means, for any day, the rate of interest in effect
for such day as publicly announced from time to time by BofA in San Francisco,
California, as its "reference rate."  (The "reference rate" is a rate set by
BofA based upon various factors including BofA's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.)

         "S&P" means Standard & Poor's Ratings Group, or its successor.

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

         "SECURITIZATION TRANSACTION" has the meaning assigned to that term in
SECTION 7.02(a)(12).

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

         "STATED TERMINATION DATE" means September 22, 1997 or such later date
to which the Stated Termination Date shall have been extended pursuant to
SECTION 4.19.

         "SUBSIDIARY" means any entity with respect to which the Borrower alone
owns, the Borrower and one or more Subsidiaries together own, or one or more
Subsidiaries of the Borrower together own, in each such case directly or
indirectly, capital stock (or the equivalent equity interest) having ordinary
voting power to elect a majority of the members of the Board of Directors of
such corporation (or, in the case of a partnership or joint venture, having the
majority interest in the capital or profits of such entity).

         "SYNDICATED ADVANCE" means an advance by a Bank to the Borrower
pursuant to SECTION 2.02, as the same may be converted or continued from time to
time pursuant to SECTION 2.03.  At any time, depending upon the interest rate
selected therefor or otherwise applicable thereto in accordance with SECTION
2.03 and


                                         -12-

<PAGE>

4.01, a Syndicated Advance shall be either a Base Rate Advance or a Eurodollar
Rate Advance.

         "SYNDICATED BORROWING" means a borrowing consisting of Syndicated
Advances of the same Type made on the same day by the Banks, as the same may be
converted or continued from time to time pursuant to SECTION 2.03 and after
giving effect to any subsequent Conversion in connection with which a single
Syndicated Borrowing may have been divided into several Syndicated Borrowings or
several Syndicated Borrowings may have been combined (in whole or in part) into
a single Syndicated Borrowing.  An Advance substituted, pursuant to SECTION
4.01, for a Syndicated Advance made in connection with any Syndicated Borrowing
shall continue to comprise a part of such Syndicated Borrowing with the same
effect as if such substituted Advance were an Advance of the Type requested in
the applicable Notice of Syndicated Borrowing or Notice of Interest Rate
Election.

         "SYNDICATED BORROWING FACILITY" has the meaning assigned to that term
in SECTION 2.01.

         "SYNDICATED NOTE" has the meaning assigned to that term in
SECTION 4.16(a).

         "SYNDICATED REDUCTION" means, with respect to any Bank at any time,
the temporary reduction in such Bank's Available Commitment existing at such
time as a result of clause (ii) of the definition of Available Commitment and,
with respect to all Banks, the aggregate amount of such reductions existing at
such time.

         "TERMINATION DATE" means, with respect to any Bank, the earlier of (i)
the Stated Termination Date then in effect for such Bank and (ii) the date on
which the Commitments shall have been reduced to zero or terminated in whole
pursuant to the terms hereof.

         "TYPE" of Advance means (i) in the case of Syndicated Advances,
Eurodollar Rate Advances or Base Rate Advances and (ii) in the case of
Competitive Bid Advances, Eurodollar Bid Rate Advances or Absolute Rate Advances
or any Type of Advance described in clause (i) which shall, pursuant to
SECTION 4.01, be substituted therefor.

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


                                         -13-

<PAGE>

multi-employer pension benefit plan, the withdrawal liability of the Borrower
and its Subsidiaries.

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

         SECTION 1.02.  COMPUTATION OF TIME PERIODS.  In this Agreement, when
computing periods of time from a specified date to a later specified date, the
word "from" means "from and including" and the words "to" and "until" each means
"to but excluding."

         SECTION 1.03.  ACCOUNTING TERMS AND PRINCIPLES.  All accounting terms
used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall
be prepared in accordance with generally accepted accounting principles as in
effect from time to time, consistently applied (except for changes concurred in
by the Borrower's independent accountants or, in the case of the financial
statements required to be delivered pursuant to SECTION 7.01(g)(i), as
determined by the Borrower to be required in accordance with then existing
generally accepted accounting principles).  If any change after the date hereof
in accounting principles would have a material effect upon the results of any
calculation required by or in compliance with any provision of this Agreement,
then such calculation shall be made or compliance with such provision shall be
determined using accounting principles in effect on the date hereof.


                                      ARTICLE II
                          THE SYNDICATED BORROWING FACILITY

         SECTION 2.01.  THE SYNDICATED BORROWING FACILITY.  Each Bank severally
agrees, on the terms and conditions provided herein, to make Syndicated Advances
to the Borrower from time to time on any Business Day during the period from the
date hereof to the Termination Date in an aggregate amount not to exceed at any
time outstanding the amount of such Bank's Available Commitment (the "SYNDICATED
BORROWING FACILITY").  Subject to SECTION 4.01, each Syndicated Borrowing (i)
shall be in an aggregate amount not less than $10,000,000 (and in integral
multiples of $1,000,000 in excess thereof), (ii) shall be made on the same day
from the Banks ratably according to their respective Commitments and (iii) shall
consist of Syndicated Advances of the same Type.  Within the limits of each
Bank's Available Commitment, the Borrower may borrow Syndicated Advances under
this SECTION 2.01, maintain Syndicated Advances outstanding by Converting such
Syndicated Advances pursuant to SECTION 2.03, or prepay


                                         -14-

<PAGE>

Syndicated Advances pursuant to SECTION 4.12, and reborrow Syndicated Advances
under this SECTION 2.01.

         SECTION 2.02.  MAKING THE SYNDICATED ADVANCES.  Each Syndicated
Borrowing shall be requested by telephone (to be confirmed immediately in
writing), telecopier or telex notice given by the Borrower to the Administrative
Agent not later than (i) 10:00 a.m. (Chicago time) three Business Days prior to
the proposed Borrowing Date, in the case of a Borrowing comprised of Eurodollar
Rate Advances, and (ii) 10:00 a.m. (Chicago time) on the proposed Borrowing
Date, in the case of a Borrowing comprised of Base Rate Advances.  Each notice
of Syndicated Borrowing pursuant to this SECTION 2.02 (a "NOTICE OF SYNDICATED
BORROWING") shall be in substantially the form of EXHIBIT 2.02 hereto,
specifying the proposed Borrowing Date, Type of Syndicated Advances, aggregate
amount of the proposed Syndicated Borrowing and the Interest Period for each
such Syndicated Advance, and shall include such information as shall be required
by SECTION 7.01(h).  The Administrative Agent shall in turn promptly notify each
Bank by telephone (to be confirmed immediately in writing), telecopier or telex
of the date, applicable interest rate and aggregate amount of such Syndicated
Borrowing and such Bank's ratable portion of such Syndicated Borrowing.  Each
Bank, for the account of its Applicable Lending Office, shall before 12:00 Noon
(Chicago time) on the Borrowing Date specified in the notice received from the
Administrative Agent pursuant to the preceding sentence, deposit such Bank's
ratable portion of such Syndicated Borrowing in same day funds to the
Administrative Agent's Clearing Account No. 12331-15202 (unless another account
is designated by the Administrative Agent for such purpose), Reference:
Allegiance Corporation, maintained at 1850 Gateway Boulevard, Concord,
California 94520.  After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in ARTICLE V, the
Administrative Agent shall promptly make same day funds in the amount of such
funds available to the Borrower, at the Administrative Agent's address provided
in SECTION 10.02.

         SECTION 2.03.  METHOD OF ELECTING INTEREST RATES.  (a) The Advances
included in each Syndicated Borrowing shall bear interest initially at the type
of rate specified by the Borrower in the applicable Notice of Syndicated
Borrowing.  Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Syndicated Borrowing (subject
in each case to the provisions of ARTICLE IV), as follows:

         (i)  if such Advances are Base Rate Advances, the Borrower may
    elect to (A) convert such Advances to Eurodollar Rate Advances or (B)
    continue such Advances


                                         -15-

<PAGE>

    as Base Rate Advances, in each case effective as of any Business Day; and

         (ii) if such Advances are Eurodollar Rate Advances, the Borrower
    may elect to (A) convert such Advances to Base Rate Advances or (B)
    continue such Advances as Eurodollar Rate Advances for an additional
    Interest Period, in each case effective on the last day of the then
    current Interest Period applicable to such Advances.

Each such election shall be made by delivering a notice (a "NOTICE OF INTEREST
RATE ELECTION") to the Administrative Agent at least three Business Days before
the conversion or continuation selected in such notice is to be effective.  If
the Borrower shall fail to issue a Notice of Interest Rate Election within three
Business Days prior to the end of any Interest Period (unless the Borrower shall
have issued a notice of prepayment in respect of the applicable Borrowing in
accordance with SECTION 4.12), the Advances comprising such Borrowing shall be,
as applicable, converted into or continued as Base Rate Advances having an
Interest Period of 30 days.  A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Borrowing; PROVIDED that (i) such portion is allocated ratably among
the Advances comprising such Borrowing and (ii) the portion to which such Notice
of Interest Rate Election applies, and the remaining portion to which it does
not apply, are each $10,000,000 or any larger multiple of $1,000,000.

         (b)  Each Notice of Interest Rate Election shall be substantially in
the form of EXHIBIT 2.03 hereto and shall specify:

         (i)   the Borrowing (or portion thereof) to which such notice
    applies;

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

         (iii) if the Advances comprising such Borrowing are to be
    converted, the next Type of Advances; and

         (iv)  the duration of the new Interest Period.

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


                                         -16-

<PAGE>

Interest Period.  Each Notice of Interest Rate Election shall be irrevocable
when given by the Borrower.

         (c)  Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to SUBSECTION (a) above, the Administrative Agent shall
promptly notify each Bank of the contents thereof.

         (d)  Upon the occurrence, and during the continuance, of an Event of
Default, the Administrative Agent may (and, at the direction of the Majority
Banks, the Administrative Agent shall) suspend the ability of the Borrower to
obtain Conversions of Syndicated Borrowings into Eurodollar Rate Advances, and
each Conversion proposed to occur during any such period of suspension shall be
a Conversion into Base Rate Advances.  Upon the occurrence, and during the
continuance, of an Unmatured Event of Default, the Administrative Agent may
(and, at the direction of the Majority Banks, the Administrative Agent shall)
suspend the ability of the Borrower to obtain Conversions of Syndicated
Borrowings into Eurodollar Rate Advances having Interest Periods in excess of
one month in duration, and each Conversion into any Eurodollar Rate Advance
proposed to occur during any such period of suspension and proposed to have any
longer Interest Period shall be a Conversion to a Eurodollar Rate Advance having
an Interest Period of one month.  In each case, such suspension shall become
effective upon notice thereof to the Borrower and each of the Banks, and shall
remain in effect until the Event of Default or Unmatured Event of Default giving
rise to such notice is cured or waived.


                                     ARTICLE III
                        THE COMPETITIVE BID BORROWING FACILITY

         SECTION 3.01.  THE COMPETITIVE BID FACILITY.  Each Bank severally
agrees, on the terms and conditions provided herein, to make available to the
Borrower a competitive bid borrowing facility (the "COMPETITIVE BID BORROWING
FACILITY") pursuant to which the Borrower may, from time to time on any Business
Day during the period from the date hereof to the Termination Date and as
otherwise set forth in this ARTICLE III, request all of the Banks or certain
Banks specified by the Borrower to offer to make Competitive Bid Advances to the
Borrower.  Each Bank of which any such request shall be made may, but shall have
no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offer in the manner set forth in this
ARTICLE III.  The Competitive Bid Borrowing Facility is an entirely separate
facility from the Syndicated Borrowing Facility; PROVIDED that the aggregate
principal amount of Competitive Bid Advances outstanding at any time, together
with the aggregate


                                         -17-

<PAGE>

principal amount of Syndicated Advances outstanding at such time, shall not
exceed the aggregate Commitments at such time.  Within the limits and on the
conditions set forth in this ARTICLE III, the Borrower may from time to time
borrow, repay and reborrow under this ARTICLE III.

         SECTION 3.02.  COMPETITIVE BID QUOTE REQUEST.  When the Borrower
wishes to request offers to make Competitive Bid Advances under this
ARTICLE III, it shall deliver to the Administrative Agent a Competitive Bid
Quote Request by telephone (confirmed immediately in writing), telecopier or
telex so as to be received no later than (x) 10:00 a.m. (Chicago time) at least
four Business Days prior to the Borrowing Date proposed therein, in the case of
a Eurodollar Auction or (y) 10:00 a.m. (Chicago time) at least one Business Day
prior to the Borrowing Date proposed therein, in the case of an Absolute Rate
Auction (or, in either case upon reasonable prior notice to the Banks, such
other time and date as the Borrower and the Administrative Agent may agree),
specifying:

         (a)  the proposed Borrowing Date, which shall be a Business Day,
    for the proposed Competitive Bid Advances,

         (b)  the aggregate principal amount of such Competitive Bid
    Advances, which aggregate principal amount shall be not less than
    $2,000,000 or an integral multiple of $500,000 in excess thereof;

         (c)  whether the Competitive Bid Quotes requested are to set
    forth a Competitive Bid Margin or an Absolute Rate, or both,

         (d)  the Interest Period applicable thereto, and

         (e)  if fewer than all Banks are to be solicited, the names of
    the Banks to be solicited; PROVIDED that the Borrower shall not
    specify fewer than all of the Banks, and the Administrative Agent
    shall reject any Competitive Bid Quote Request that specifies fewer
    than all of the Banks, if the aggregate principal amount of all
    Competitive Bid Advances which will be outstanding after giving effect
    to the Competitive Bid Advances requested in such Competitive Bid
    Quote Request and which shall have been made in response to one or
    more Competitive Bid Quote Requests that specified fewer than all of
    the Banks exceeds $500,000,000.

         The Borrower may request offers to make Competitive Bid Advances for
more than one Interest Period, but not more than 19


                                         -18-

<PAGE>

five Interest Periods, in a single Competitive Bid Quote Request.  No
Competitive Bid Quote Request shall be given within five Business Days (or such
other number of days as the Borrower and the Administrative Agent may agree) of
any other Competitive Bid Quote Request.  A Competitive Bid Quote Request that
does not conform substantially to the format of EXHIBIT 3.02 hereto shall be
rejected, and the Administrative Agent shall promptly notify the Borrower of
such rejection by telephone, telex, or telecopy.

         SECTION 3.03.  INVITATION FOR COMPETITIVE BID QUOTES.  The
Administrative Agent shall (a) promptly upon receipt of a Competitive Bid Quote
Request that is not rejected pursuant to SECTION 3.02, and in any event not
later than (i) 11:00 a.m. (Chicago time) on the date of receipt of a Competitive
Bid Quote Request, in the case of a Eurodollar Auction, and (ii) 11:00 a.m.
(Chicago time) on the date of receipt of a Competitive Bid Quote Request, in the
case of an Absolute Rate Auction, provide to each applicable Bank by telex or
telecopy a copy of such Competitive Bid Quote Request or a summary of the
contents thereof.  If, pursuant to SECTION 3.02, the Borrower and the
Administrative Agent shall agree as to times for the delivery of a Competitive
Bid Quote Request other than those set forth in SECTION 3.02, and shall notify
the Banks thereof, such notice to the Banks shall set forth in addition any
changes in the times set forth in this SECTION 3.03.  A Competitive Bid Quote
Request shall not be revocable at any time after the Administrative Agent's
notice to the Banks by telephone of such Competitive Bid Quote Request.

         SECTION 3.04.  SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.  (a)
Each Bank receiving notice of a Competitive Bid Quote Request from the
Administrative Agent pursuant to SECTION 3.03 may, in its sole discretion,
submit a Competitive Bid Quote containing an offer or offers to make Competitive
Bid Advances in response to such Competitive Bid Quote Request.  Each
Competitive Bid Quote must comply with the requirements of this SECTION 3.04 and
must be submitted to the Administrative Agent by telex or telecopy at its
offices specified in or pursuant to SECTION 10.02 not later than (x) 11:00 a.m.
(Chicago time) at least three Business Days prior to the proposed Borrowing
Date, in the case of a Eurodollar Auction or (y) 9:00 a.m. (Chicago time) on the
proposed Borrowing Date, in the case of an Absolute Rate Auction (or, in either
case upon reasonable prior notice to the Banks, such other time and date as the
Borrower and the Administrative Agent may agree); PROVIDED that Competitive Bid
Quotes submitted by BofA or any Affiliate thereof may be submitted, and may only
be submitted, if the Administrative Agent or BofA or such Affiliate notifies the
Borrower of the terms of the offer or offers contained therein not later
than fifteen minutes prior to the time all other Banks are required hereunder to
submit Competitive Bid Quotes to the Administrative Agent.


                                         -19-

<PAGE>

Subject to ARTICLES V and VIII, any Competitive Bid Quote so made shall be
irrevocable except with the written consent of the Administrative Agent and the
Borrower.

         (b)  Each Competitive Bid Quote shall be in substantially the form of
EXHIBIT 3.04 hereto and shall in any case specify:

         (i)    the proposed Borrowing Date, which shall be the same as
    that set forth in the applicable Competitive Bid Quote Request;

         (ii)   the principal amount of the Competitive Bid Advance for
    which each such offer is being made, which principal amount (1) may be
    greater than, less than or equal to the Commitment of the quoting
    Bank, (2) must be at least $2,000,000 or an integral multiple of
    $500,000 in excess thereof, (3) may not exceed the aggregate principal
    amount of Competitive Bid Advances for which offers were requested and
    (4) must be identified with an Interest Period specified in the
    applicable Competitive Bid Quote Request;

         (iii)  in the case of a Eurodollar Auction, the Competitive Bid
    Margin offered for each such Competitive Bid Advance;

         (iv)   in the case of an Absolute Rate Auction, the Absolute Rate
    offered for each such Competitive Bid Advance;

         (v)    the identity of the quoting Bank; and

         (vi)   if the quoting Bank shall therein make offers with respect
    to more than one Type of Competitive Bid Advance, or at several rates
    or for several Interest Periods, in each case as shall have been
    requested by the Borrower in the applicable Competitive Bid Quote
    Request, the maximum aggregate principal amount with respect to all
    such Competitive Bid Advances that such Bank shall be willing to
    extend to the Borrower on such proposed Borrowing Date.

         (c)  The Administrative Agent shall reject any Competitive Bid Quote
that:

         (i)    is not substantially in the form of EXHIBIT 3.04 hereto or
    does not specify all of the information required by SECTION 3.04(b);


                                         -20-

<PAGE>

         (ii)   contains qualifying, conditional or similar language,
    other than any such language contained in EXHIBIT 3.04;

         (iii)  proposes terms other than or in addition to those set
    forth in the applicable Competitive Bid Quote Request; or

         (iv)   arrives after the time set forth in SECTION 3.04(a).

If any Competitive Bid Quote shall be rejected pursuant to this SECTION 3.04(c),
the Administrative Agent shall notify the relevant Bank of such rejection as
soon as practical.

         SECTION 3.05.  NOTICE TO THE BORROWER.  The Administrative Agent shall
promptly notify the Borrower of the terms (i) of any Competitive Bid Quote
submitted by a Bank that is in accordance with SECTION 3.04 and (ii) of any
Competitive Bid Quote submitted by a Bank which amends, modifies or is otherwise
inconsistent with a previous Competitive Bid Quote submitted by such Bank with
respect to the same Competitive Bid Quote Request.  Any such subsequent
Competitive Bid Quote shall be disregarded by the Administrative Agent unless
such subsequent Competitive Bid Quote specifically states that it is submitted
solely to correct a manifest error in such former Competitive Bid Quote.  The
Administrative Agent's notice to the Borrower shall specify the aggregate
principal amount of Competitive Bid Advances for which offers have been received
for each Interest Period specified in the related Competitive Bid Quote Request
and the respective principal amounts and Competitive Bid Margins or Absolute
Rates, as the case may be, so offered.

         SECTION 3.06.  ACCEPTANCE AND NOTICE BY THE BORROWER.  Not later than
(x) 12:00 noon (Chicago time) at least three Business Days prior to the proposed
Borrowing Date, in the case of Eurodollar Auction or (y) 10:00 a.m. (Chicago
time) on the proposed Borrowing Date, in the case of an Absolute Rate Auction
(or, in either case upon reasonable prior notice to the Banks, such other time
and date as the Borrower and the Administrative Agent may agree), the Borrower
shall notify the Administrative Agent of its acceptance or non-acceptance of any
or all of the offers so notified to it pursuant to SECTION 3.05; PROVIDED,
however, that the failure by the Borrower to give such notice to the
Administrative Agent with respect to any such offer shall be deemed to be a
rejection of such offer.  In the case of acceptance, such notice (a "NOTICE OF
COMPETITIVE BID BORROWING") shall be substantially in the form of EXHIBIT 3.06
hereto and shall specify the aggregate principal amount of offers for each
Interest Period


                                         -21-

<PAGE>

that are accepted.  The Borrower may accept any Competitive Bid Quote in whole
or in part; PROVIDED that:

         (a)  the aggregate principal amount of Competitive Bid Advances
    may not exceed the applicable amount set forth in the related
    Competitive Bid Quote Request,

         (b)  acceptance of offers may only be made on the basis of
    ascending Competitive Bid Margins or Absolute Rates, as the case may
    be, starting with the lowest and continuing with the next lowest until
    offers in the aggregate amount specified by the Borrower for
    acceptance shall have been accepted, and

         (c)  the Borrower may not accept any offer that is described in
    SECTION 3.04(c) or that otherwise fails to comply with the
    requirements of this Agreement.

         SECTION 3.07.  ALLOCATION BY ADMINISTRATIVE AGENT.  If offers are made
by two or more Banks with the same Competitive Bid Margins or Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which offers remain to be accepted, as specified by the Borrower, for
the related Interest Period (after giving effect to the acceptance of all offers
made at lower rates), the principal amount of Competitive Bid Advances in
respect of which such offers are accepted shall be allocated by the
Administrative Agent among such Banks as nearly as possible (in such multiples,
not greater than $500,000, as the Administrative Agent may deem appropriate) in
proportion to the aggregate principal amount of such offers.  Allocations by the
Administrative Agent of the amounts of Competitive Bid Advances shall be
conclusive in the absence of manifest error.

         SECTION 3.08.  NOTIFICATION OF ACCEPTANCES TO THE  AFFECTED BANKS.
The Administrative Agent shall (a) promptly following its receipt of a Notice of
Competitive Bid Borrowing and in any event not later than (x) 12:30 p.m.
(Chicago time), in the case of a Eurodollar Auction or (y) 10:30 a.m. (Chicago
time), in the case of an Absolute Rate Auction, on the date of its receipt of
such Notice of Competitive Bid Borrowing, provide notice by telephone to each
Bank that has made a Competitive Bid Quote of the extent to which its offer or
offers have been accepted, specifying in such notice the principal amount of
each Competitive Bid Advance in respect of which such Competitive Bid Quote has
been accepted, the Interest Period therefor and the Competitive Bid Margin or
Absolute Rate therefor, as applicable and (b) promptly thereafter provide notice
to such Banks by telex or telecopy confirming the same.  If, pursuant to
SECTION 3.06, the Borrower and the Administrative Agent shall agree as to times


                                         -22-

<PAGE>

for the delivery of a Notice of Competitive Bid Borrowing other than those set
forth in SECTION 3.06, and shall notify the Banks thereof, such notice to the
Banks shall set forth in addition any changes in the times set forth in this
SECTION 3.08.

         SECTION 3.09.  FUNDING OF COMPETITIVE BID ADVANCES.  Each Bank that is
to make a Competitive Bid Advance in connection with any Notice of Competitive
Bid Borrowing shall, before 12:00 Noon (Chicago time) on the first day of the
Interest Period therefor specified in the notice from the Administrative Agent
delivered pursuant to SECTION 3.08, deposit the amount of each of such Bank's
Competitive Bid Advances in same day funds to the Administrative Agent's Account
No. 12331-15202 (unless another account is designated by the Administrative
Agent for such purpose), Reference:  Allegiance Corporation, maintained at 1850
Gateway Boulevard, Concord, California 94520.  After the Administrative Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in ARTICLE V, the Administrative Agent shall promptly make same day funds
in the aggregate amount of such Competitive Bid Advances available to the
Borrower, at the Administrative Agent's address provided in SECTION 10.02.
Promptly following each Competitive Bid Advance, the Administrative Agent shall
notify each Bank of the amount thereof, the consequent Syndicated Reduction and
the Interest Periods for such Competitive Bid Advances.

                                      ARTICLE IV
                                    GENERAL TERMS

         SECTION 4.01.  ILLEGALITY; INTEREST RATE INADEQUATE OR UNFAIR.  The
obligation of each Bank to extend an Advance on the date therefor is subject to
the following:

         (a)  If, after the date of this Agreement, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Eurodollar Lending Office) with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or
impossible for any Bank (or its Eurodollar Lending Office) to make, maintain or
fund its Eurodollar Advances, such Bank shall so notify the Administrative
Agent.  The Administrative Agent and such Bank shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make (or to
Convert other Advances into) Eurodollar Advances shall be suspended and


                                         -23-

<PAGE>

each Eurodollar Advance which such Bank shall thereafter be required to make
hereunder (or Convert into) shall be made as (or Converted into) a Base Rate
Advance, which Base Rate Advance shall be made (or Converted) on the same day
and have the same Interest Period as the Eurodollar Advances made (or Converted
into) by the other Banks and comprising the balance of such Borrowing.  If such
Bank (A) shall determine that it may not lawfully continue to maintain and fund
any of its outstanding Eurodollar Advances to the last day of the Interest
Period therefor and (B) shall so specify in a written notice to the Borrower and
the Administrative Agent, the Borrower shall immediately Convert in full the
then outstanding principal amount of each such Eurodollar Advance into a Base
Rate Advance in an equal principal amount (on which interest and principal shall
be payable contemporaneously with the related Eurodollar Advances of the other
Banks).

         (b)  Subject to SECTION 4.10(c), if by the Business Day before the
first day of any Interest Period in respect of a Borrowing to consist of
Eurodollar Advances less than two Reference Banks furnish timely information to
the Administrative Agent for determining the Eurodollar Rate for Eurodollar
Advances comprising such Borrowing, the Administrative Agent shall by 12:00 Noon
(Chicago time) on such Business Day notify the Borrower of such event, and the
right of the Borrower to select Eurodollar Advances for such Borrowing or any
subsequent Borrowing (and the right of the Borrower to Convert Advances into
Eurodollar Rate Advances) shall be suspended until the Administrative Agent
shall notify the Borrower and the Banks that the circumstances causing such
suspension no longer exist.  The obligation of the Banks to make Eurodollar
Advances in connection with such Notice of Borrowing shall thereupon terminate,
and each Bank obligated to participate in such Borrowing shall extend a Base
Rate Advance to the Borrower in lieu of the originally requested Eurodollar
Advance, which Base Rate Advance shall be made on the date specified in the
original Notice of Borrowing and shall have an Interest Period which is co-
extensive with the Interest Period originally requested.  In the case of an
outstanding Notice of Interest Rate Election at the time any such suspension
shall occur, such Notice shall be deemed amended, without any further action on
the part of the Borrower, to request that the Syndicated Advances specified
therein be Converted to Base Rate Advances.

         (c)  If the Majority Banks (or, in the case of a Competitive Bid
Borrowing comprised of Eurodollar Bid Rate Advances, Banks selected to make at
least 51% of the aggregate principal amount of such Advances) shall, by
11:00 a.m. (Chicago time) on the Business Day before the first day of any
Interest Period in respect of a Borrowing to consist of Eurodollar Advances,
notify


                                         -24-

<PAGE>

the Administrative Agent and the Borrower (setting forth in writing the reasons
therefor) that the Eurodollar Rate for Eurodollar Advances comprising such
Borrowing will not adequately reflect the cost to such Banks of making or
funding their respective Eurodollar Advances for such Borrowing or Conversion,
the right of the Borrower to select Eurodollar Advances for such Borrowing or
Conversion and any subsequent Borrowing or Conversion shall be suspended until
the Administrative Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist.  The obligation of the
Banks to make Eurodollar Advances in connection with such Notice of Borrowing
shall thereupon terminate and each Bank obligated to participate in such
Borrowing shall extend a Base Rate Advance to the Borrower in lieu of the
originally requested Eurodollar Advance, which Base Rate Advance shall be made
on the date specified in the original Notice of Borrowing and shall have an
Interest Period which is co-extensive with the Interest Period originally
requested.  In the case of an outstanding Notice of Interest Rate Election at
the time any such suspension shall occur, such Notice shall be deemed amended,
without any further action on the part of the Borrower, to request that the
Syndicated Advances specified therein be Converted to Base Rate Advances.

         SECTION 4.02.  EFFECT OF NOTICE OF BORROWING;  MAXIMUM NUMBER OF
BORROWINGS.  (a)  Subject to SECTION 4.01, each Notice of Borrowing and Notice
of Interest Rate Election shall be irrevocable and binding on the Borrower.  In
the event that a Notice of Borrowing or Notice of Interest Rate Election is made
by telephone and the written confirmation thereof differs in any respect from
such telephone notice, the information contained in the telephone notice or the
written confirmation, as the case may be, upon which the Administrative Agent
shall have relied, as evidenced by its corresponding notice to the Banks, shall
control for purposes of Advances to be made or Converted under this Agreement.

         (b)  A Notice of Borrowing shall be rejected by the Administrative
Agent, and the Banks shall have no obligation to extend any Advances that may be
requested in such Notice of Borrowing, if after giving effect to the Borrowing
requested in such Notice of Borrowing there would then be more than twenty-six
Borrowings outstanding (whether Syndicated Borrowings, Competitive Bid
Borrowings or any combination of the foregoing).

         SECTION 4.03.  EFFECT OF FAILURE TO BORROW OR FUND.  (a)  In the case
of any Borrowing which the related Notice of Borrowing (or Notice of Interest
Rate Election) specifies is to be comprised of (or continued as or converted to)
Fixed Rate Advances, the Borrower shall indemnify each Bank against all


                                         -25-

<PAGE>

direct out-of-pocket losses and reasonable expenses incurred by such Bank as a
result of any failure by the Borrower to borrow, continue or convert such
Borrowing or Advance in the manner specified in the applicable notice or to
fulfill on or before the date specified for such Borrowing the applicable
conditions set forth in ARTICLE V to the extent of all direct out-of-pocket
losses and reasonable expenses incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund the
Advance to be made by such Bank as part of such Borrowing when such Advance, as
a result of such failure, is not made on such date.  The Borrower shall not be
liable to any Bank under this SECTION 4.03(a) with respect to consequential
damages arising or incurred by such Bank in connection with the Borrower's
failure to fulfill timely the applicable conditions set forth in ARTICLE V.

         (b)  Unless the Administrative Agent shall have received notice from a
Bank prior to the date of any Borrowing (or, in the case of any Borrowing
comprised of Base Rate Advances, prior to 12:00 Noon (Chicago time) on the date
of such Borrowing) that such Bank will not make available to the Administrative
Agent such Bank's ratable portion of such Borrowing, the Administrative Agent
may assume that such Bank has made such portion available to the Agent on the
date of such Borrowing in accordance with the terms of SECTION 2.02 or
SECTION 3.09, as applicable, and the Administrative Agent may, in reliance upon
such assumption make available to the Borrower on such date a corresponding
amount.  If and to the extent that such Bank shall not have so made such ratable
portion available to the Administrative Agent, such Bank and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Advances comprising such Borrowing and
(ii) in the case of such Bank, at the Federal Funds Rate, for each of the first
three days such amount is owed, and at the Base Rate thereafter.  If such Bank
shall repay to the Administrative Agent such corresponding amount, such amount
so repaid shall constitute such Bank's Advance as part of such Borrowing for
purposes of this Agreement.

         (c)  The failure of any Bank to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Bank of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Bank
shall be responsible for the failure of any other Bank to make the Advance to be
made by such other Bank on the date of any Borrowing.


                                         -26-

<PAGE>

         SECTION 4.04.  FACILITY FEES AND CERTAIN CREDIT RATING DETERMINATIONS.
(a) FACILITY FEES.  The Borrower agrees to pay to the Administrative Agent for
the account of each Bank a facility fee at the respective rates per annum set
forth below on the average daily amount of such Bank's Commitment.  The
applicable rate for any period shall be determined on the basis of the publicly
announced ratings ("CREDIT RATINGS") by Moody's and S&P on the Borrower's senior
non-credit-enhanced unsecured indebtedness during such period (or, if no rated
senior non-credit-enhanced unsecured indebtedness is then outstanding, the
indicative ratings issued by Moody's and S&P with respect to senior non-credit-
enhanced unsecured long-term indebtedness of the Borrower in effect during such
period), the applicable rate to change when and as such Credit Ratings change.


Level    Credit Ratings                          Facility Fee
- -----    --------------                          ------------
 1.      Credit Ratings are A3 or
         better by Moody's or A- or
         better by S&P                                .06%

 2.      Level 1 shall not apply, and
         Credit Ratings are Baa1 or
         better by Moody's or BBB+
         or better by S&P                             .08%

 3.      Neither Level 1 nor Level 2
         shall apply, and Credit Ratings
         are Baa2 or better by Moody's
         or BBB or better by S&P                      .09%

 4.      None of Levels 1, 2 or 3
         shall apply, and Credit
         Ratings are Baa3 or better by
         Moody's or BBB- or better by
         S&P                                          .10%

 5.      Credit Ratings are below Baa3
         by Moody's and BBB- by S&P                   .20%


The facility fee described in this SECTION 4.04(a) shall accrue from and
including the date hereof to but excluding the Termination Date or, in the case
of any Bank, the earlier date of reduction to zero of such Bank's Commitment
hereunder, and shall be payable quarterly during the term of each Bank's
Commitment hereunder, in arrears, not later than the last day of each January,
April, July and October, commencing October 31, 1996


                                         -27-

<PAGE>

and, in the case of each Bank, on the date such Bank's Commitment shall be
reduced to zero.

         (b) CREDIT RATING DETERMINATIONS.  For purposes of determining the
applicable facility fee with respect to any period and the Eurodollar Margin
with respect to any Interest Period:

         (i)    Any change in a Credit Rating shall be deemed to become
    effective on the date of public announcement thereof (or, in the case
    of indicative ratings, the date of issuance thereof) and shall remain
    in effect until the date of public announcement that such rating shall
    no longer be in effect (or, in the case of any indicative rating, the
    issuance of other evidence of the revocation thereof or a change
    therein by the applicable rating agency);

         (ii)   If, during any period, only one of Moody's and S&P shall
    have announced a Credit Rating, the Level immediately below (i.e.,
    resulting in higher pricing for the Borrower) the Level in which such
    Credit Rating falls shall apply;

         (iii)  If, during any period, neither Moody's nor S&P shall have
    announced a Credit Rating, the Credit Rating shall (subject to CLAUSE
    (V) below) be deemed to be below Baa3 (Moody's) and BBB- (S&P),
    respectively, during such period;

         (iv)   If, during any period that both Moody's and S&P have announced
    a Credit Rating, such Credit Ratings (subject to CLAUSE (v) below) fall
    within different Levels under SECTION 4.04(a) or SECTION 4.07(b), then (A)
    in the case of a differential of one Level, the Level resulting in the
    lower pricing for the Borrower shall apply (unless one of the Credit
    Ratings is BB or lower or Ba2 or lower, in which case Level 5 will apply)
    and (B) in the case of a differential of two or more Levels, the Level
    immediately following the Level that would have resulted in the lower
    pricing shall apply; and

         (v)    The Borrower may substitute Duff & Phelps (or another
    nationally recognized rating agency acceptable to the Majority Banks) for
    Moody's or S&P (A) at any time during any period in which either CLAUSE
    (iii) or (iv) above shall apply or the proviso to the definition of
    "Eurodollar Margin" in SECTION 4.07(b) shall apply; PROVIDED that in the
    case of CLAUSE (iv) or the proviso in SECTION 4.07(b), such substitution
    may be made only in respect of the rating


                                         -28-

<PAGE>

    agency that shall have issued the lower of the two ratings then in effect
    from Moody's and S&P; and (B) at any other time with the prior written
    consent of the Majority Banks. Any Credit Rating assigned by a substitute
    credit rating agency, prior to the determination of the facility fee for
    the period during which such Credit Rating shall be in effect or the
    determination of the Eurodollar Margin with respect to any Interest Period,
    shall be converted to the nationally recognized equivalent thereof under
    the rating system employed by Moody's or S&P, as applicable.

         (c) ARRANGEMENT AND AGENCY FEES.  The Borrower agrees to pay to the
Administrative Agent, each Co-Arranger and the Arranger such fees at such times
and in such amounts as are mutually agreed to from time to time by the Borrower
and the Administrative Agent, each Co-Arranger or the Arranger, as the case may
be.

         SECTION 4.05.  REDUCTION OF THE COMMITMENTS.  The Borrower may, upon
at least two (2) Business Days' written notice to the Administrative Agent,
terminate in whole or reduce ratably in part the respective Commitments of the
Banks; PROVIDED that (i) any such reduction shall not exceed an aggregate amount
equal to the unused portions of the respective Available Commitments of the
Banks at such time, and (ii) in the case of any partial reduction of the
Commitments, such partial reduction shall be in an aggregate amount not less
than the lesser of (A) $10,000,000 (or an integral multiple of $1,000,000 in
excess thereof) and (B) the aggregate amount at such time of the unused portions
of the respective Available Commitments.

         SECTION 4.06.  REPAYMENT.  Each Syndicated Advance shall mature, and
the principal amount thereof shall be due and payable, on the Termination Date.
Each Competitive Bid Advance  shall mature, and the principal amount thereof
shall be due and payable, on the last day of the Interest Period therefor.

         SECTION 4.07.  INTEREST.  The Borrower shall pay interest on the
unpaid principal amount of each Advance made by each Bank from the date of such
Advance until such principal amount shall be paid in full at the following rates
per annum:

         (a)  BASE RATE ADVANCES.  If such Advance is a Base Rate Advance, a
rate per annum equal at all times during each Interest Period for such Advance
to the Base Rate in effect from time to time, payable quarterly in arrears on
the last day of January, April, July and October and on the Termination Date.

         (b)  EURODOLLAR RATE ADVANCES.  If such Advance is a Eurodollar Rate
Advance, a rate per annum equal at all times


                                         -29-

<PAGE>

during the Interest Period for such Advance to the Eurodollar Rate for such
Interest Period PLUS the Eurodollar Margin as in effect from time to time,
payable on the last day of such Interest Period and, if such Interest Period has
a duration of more than three months, on the date during such Interest Period
which occurs three months after the first day of such Interest Period.

         "EURODOLLAR MARGIN" means, at any time, the applicable rate per annum
set forth in the table below, determined in accordance with SECTION 4.04(b) on
the basis of the Credit Ratings in effect at such time:

                                                 Eurodollar
Level    Credit Ratings                          Margin
- -----    --------------                          ------
 1.      Credit Ratings are A3 or
         better by Moody's or A- or
         better by S&P                           .170%

 2.      Level 1 shall not apply, and
         Credit Ratings are Baa1 or
         better by Moody's or BBB+
         or better by S&P                        .220%

 3.      Neither Level 1 nor Level 2
         shall apply, and Credit Ratings
         are Baa2 or better by Moody's
         or BBB or better by S&P                 .235%

 4.      None of Levels 1, 2 or 3
         shall apply, and Credit
         Ratings are Baa3 or better by
         Moody's or BBB- or better by
         S&P                                     .275%

 5.      Credit Ratings are below Baa3
         by Moody's and BBB- by S&P              .450%

PROVIDED, that if at any time one Credit Rating is Baa3 or BBB-  and the other
Credit Rating is Ba1 or BB+, then the applicable Eurodollar Margin at such time
for Level 4 shall be .325%.

         (c)  COMPETITIVE BID ADVANCES.  Subject to SECTION 4.01, if such
Advance is a Competitive Bid Advance, a rate per annum equal (i) in the case of
an Absolute Rate Advance, to the Absolute Rate that shall have been offered by
such Bank pursuant to SECTION 3.04 in its Competitive Bid Quote related thereto
and accepted by the Borrower pursuant to SECTION 3.06 in its Notice of
Competitive Bid Borrowing related thereto and


                                         -30-

<PAGE>

(ii) in the case of a Eurodollar Bid Rate Advance, to the Eurodollar Bid Rate
calculated on the basis of the Competitive Bid Margin that shall have been
offered by such Bank pursuant to SECTION 3.04 in its Competitive Bid Quote
related thereto and accepted by the Borrower pursuant to SECTION 3.06 in its
Notice of Competitive Bid Borrowing related thereto, in each case payable on the
last day of the applicable Interest Period and, if such Interest Period has a
duration of more than 90 days or three months, as the case may be, on each day
which occurs during such Interest Period every 90 days or three months, as the
case may be, from the first day of such Interest Period.

         SECTION 4.08.  ADDITIONAL INTEREST ON EURODOLLAR RATE ADVANCES.  The
Borrower shall pay to each Bank, so long as such Bank shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Bank, from the date of such Advance until
such principal amount is paid in full, at an interest rate per annum equal at
all times during the Interest Period for such Advance to the remainder obtained
by subtracting (i) the Eurodollar Rate for such Interest Period from (ii) the
rate obtained by dividing such Eurodollar Rate referred to in clause (i) above
by that percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of
such Bank for such Interest Period, payable on each date on which interest is
payable on such Advance.  Such additional interest shall be determined by such
Bank and notified in writing to the Borrower through the Administrative Agent.
Such determination shall be binding for all purposes in the absence of manifest
error; PROVIDED that no challenge to such determination may be made by the
Borrower after the sixtieth day following delivery of such notification to the
Borrower.

         SECTION 4.09.  INTEREST ON OVERDUE PRINCIPAL.  If any amount of
principal is not paid when due (whether at stated maturity, by acceleration or
otherwise), that amount of principal shall bear interest, from the date on which
such amount is due until such amount is paid in full, payable on demand, at a
rate per annum equal at all times to 2% per annum above the Base Rate in effect
from time to time.

         SECTION 4.10.  INTEREST RATE DETERMINATIONS.  (a)  Each Reference Bank
agrees to furnish to the Administrative Agent timely information for the purpose
of determining each Eurodollar Rate.  Subject to SUBSECTION (c) of this Section,
if any one or more of the Reference Banks shall not furnish such timely
information to the Administrative Agent for determination of any such interest
rate, the Administrative Agent shall determine such


                                         -31-

<PAGE>

interest rate on the basis of timely information furnished by the remaining
Reference Banks.

         (b)  The Administrative Agent shall give prompt notice to (i) the
Borrower and the Banks, of any applicable interest rate determined by the
Administrative Agent for purposes of SECTION 4.07 and the applicable rate, if
any, furnished by each Reference Bank for determining the applicable interest
rate under SECTION 4.07(b) and (ii) the Borrower and each Bank that is to make a
Eurodollar Bid Rate Advance in connection with any Notice of Competitive Bid
Borrowing, of the applicable rate, if any, furnished by each Reference Bank for
determining the applicable Eurodollar Bid Rate with respect to such Eurodollar
Bid Rate Advance.

         (c)  If any Reference Bank shall fail to furnish timely information to
the Administrative Agent for determining the Eurodollar Rate with respect to any
requested Borrowing, the Borrower shall be entitled to designate one or more of
the other Banks hereunder as successor Reference Banks.  Each such designation
shall be subject to the consent of the Majority Banks, which consent shall not
be unreasonably withheld.  Upon such consent, the affected Reference Bank shall
cease to be a Reference Bank hereunder and each successor Reference Bank shall
be a Reference Bank for all purposes of this Agreement until such time as either
(i) such Reference Bank shall no longer be a Bank hereunder or (ii) the Borrower
shall replace such Reference Bank pursuant to this SECTION 4.10(c).

         SECTION 4.11.  PERFORMANCE OF BANKS' OBLIGATIONS.  Each Bank shall use
commercially reasonable efforts to keep apprised of all events and circumstances
(a) that would excuse or prohibit such Bank from performing its obligation to
make (or to Convert Advances into) Eurodollar Rate Advances hereunder pursuant
to SECTION 4.01(a) or (b) that would permit such Bank to demand increased costs
pursuant to SECTION 4.13.  Such Bank shall, as soon as practicable after
becoming aware of any such event or circumstance, use commercially reasonable
efforts, to the extent permitted by law, to perform its obligations to make
Eurodollar Advances through another office or lending office, and with respect
to increased costs, to reduce such increased costs (if the use of such other
office or lending office or such reduction would not adversely affect the
performance of such obligations or repayment of the Advances or result in any
increased cost, loss, liability or other disadvantage to such Bank in such
Bank's good faith judgment), in either case if by taking the action contemplated
by the foregoing, such event or circumstance would cease to exist.


                                         -32-

<PAGE>

         SECTION 4.12.  OPTIONAL PREPAYMENTS.  (a)  The Borrower may, upon
notice to the Administrative Agent, given not later than (x) in the case of a
Eurodollar Rate Advance, 10:00 a.m. (Chicago time) on the third Business Day
prior to the proposed 33 date of prepayment and (y) in the case of a Base Rate
Advance, not later than 9:00 a.m. (Chicago time) on the proposed date of
prepayment, in each case by telephone (to be confirmed immediately in writing),
telecopier or telex, stating in such notice the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Syndicated Advances made
as part of the same Syndicated Borrowing in whole or, in the case of a
Syndicated Borrowing comprised solely of Base Rate Advances, ratably in part, in
each case by paying the principal amount to be prepaid together with accrued
interest thereon and other amounts then due and owing, if any, hereunder to the
date of prepayment; PROVIDED that each partial prepayment shall be in an amount
not less than $10,000,000 and in an integral multiple of $1,000,000.  Each such
optional prepayment of a Syndicated Borrowing shall be applied to prepay ratably
the Syndicated Advances of the several Banks included in such Syndicated
Borrowing.  If the Borrower prepays any Syndicated Borrowing consisting of
Eurodollar Rate Advances on any day other than the last day of an Interest
Period for such Syndicated Borrowing, the Borrower shall reimburse each Bank for
the losses, costs and expenses contemplated in SECTION 10.04(b).  The Borrower
may not, unless otherwise required hereunder, prepay any Competitive Bid Advance
without the consent of the Bank which shall have extended such Competitive Bid
Advance.

         (b)  Upon receipt of a notice of prepayment pursuant to this
SECTION 4.12, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's ratable share, if any, of such prepayment.
In the event the Borrower and a Bank agree to the prepayment to such Bank of a
Competitive Bid Advance, and such prepayment is made, the Borrower thereupon
shall notify the Administrative Agent and the Administrative Agent shall
promptly notify the other Banks thereof.

         SECTION 4.13.  INCREASED COSTS.  Subject to SECTION 4.11, if:

         (a)  due to either (i) the introduction of or any change (other
    than any change by way of imposition or increase of reserve
    requirements included in the Eurodollar Rate Reserve Percentage) in or
    in the interpretation of any law or regulation or (ii) the compliance
    with any guideline or request from any central bank or other
    governmental authority (whether or not having the force of law), there
    shall be any


                                         -33-

<PAGE>

    increase in the cost to any Bank of agreeing or committing to make or
    making, funding or maintaining any Advances hereunder; or

         (b)  either (i) the introduction of or any change in or in the
    interpretation of any law, rule, regulation or guideline adopted after
    the date hereof and arising out of the July 1988 report of the Basle
    Committee on Banking Regulation and Supervisory Practices entitled
    "International Convergence of Capital Measurement and Capital
    Standards" or (ii) compliance by any Bank with any law or regulation,
    or with any guideline or request from any central bank or other
    governmental authority (whether or not having the force of law),
    affects or would affect the amount of capital required or expected to
    be maintained by such Bank or any corporation controlling such Bank
    and such Bank determines that the amount of such capital is increased
    by or based upon the existence of such Bank's commitment to lend
    hereunder and other commitments of this type, or upon the making or
    funding of its Advances hereunder,

then the Borrower shall from time to time, upon 15 days' written demand by such
Bank (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Bank additional amounts sufficient
to (i) in the case of any of the events described in CLAUSE (a) above, reimburse
such Bank for such increased cost, such increased cost to be determined by such
Bank using its customary methods therefor (and, if such Bank uses from time to
time more than one such method, the method chosen for application hereunder
shall be that method which most accurately determines such increased cost), and
(ii) in the case of any of the events described in CLAUSE (b) above, compensate
such Bank in light of such circumstances, to the extent such Bank reasonably
determines such increase in capital to be allocable to the existence of such
Bank's commitment to lend or maintain Advances hereunder.  A certificate as to
any such amount (demonstrating, in reasonable detail, the calculations used by
such Bank to determine such amount),  submitted to the Borrower and the
Administrative Agent by such Bank, shall be conclusive and binding for all
purposes in the absence of manifest error; PROVIDED that no challenge to such
determination may be made by the Borrower after the sixtieth day following
delivery of such notification to the Borrower.

         SECTION 4.14.  PAYMENTS AND COMPUTATIONS.  (a)  The Borrower shall
make each payment hereunder and under the Notes not later than 12:00 noon
(Chicago time) on the day when due in U.S. Dollars to the Administrative Agent
in same day funds.  The


                                         -34-

<PAGE>

Administrative Agent is hereby authorized to charge the Borrower's account with
the Administrative Agent, after notice to the Borrower of the amount to be
charged, for each payment of principal, interest and fees as such payment
becomes due.  The Administrative Agent will promptly thereafter (but in no event
later than the next Business Day) cause such funds to be distributed ratably
(unless otherwise contemplated herein) to the Banks for the account of their
respective Applicable Lending Offices, in each case to be applied in accordance
with the terms of this Agreement.

         (b)  All computations of interest based on the Base Rate shall, to the
extent such Base Rate is determined by reference to the Reference Rate, be made
on the basis of a year of 365 or 366 days, as the case may be, and all other
calculations of interest and facility fees shall be made on the basis of a year
of 360 days, in each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or
facility fees are payable.  Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes in the
absence of manifest error.  No challenge to any determination by the
Administrative Agent pursuant to this subsection may be made by the Borrower
after the sixtieth day following delivery to the Borrower of written
notification of such determination.

         (c)  Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be.  If such extension would cause such payment with respect to a Eurodollar
Advance to be made in the next following calendar month, such payment shall be
made on the immediately preceding Business Day and the period of time during
which such payment would have been outstanding but for compliance with this
provision shall not be included in the computation of payment of interest with
respect thereto.

         (d)  Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Banks
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank.  If and to the extent the
Borrower shall not have so made such payment in full to the Administrative
Agent, each Bank shall


                                         -35-

<PAGE>

repay to the Administrative Agent forthwith on demand such amount distributed to
such Bank together with interest thereon, for each day from the date such amount
is distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate, for each of the first three
days such amount is owed, and at the Base Rate thereafter.

         SECTION 4.15.  TAXES.  (a)  Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with SECTION 4.14,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, EXCLUDING, (i) in the case of each Bank and the Administrative
Agent, taxes imposed on any of its overall net income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof, and (ii) in the case of each Bank, taxes imposed on its net
income, and franchise taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office or any political subdivision thereof (all such taxes,
levies, imposts, deductions, charges, withholdings and liabilities, less the
exclusions described in clauses (i) and (ii) above, being hereinafter referred
to as "TAXES").

         (b)  In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise (i) from any payment made hereunder or under the
Notes to any Applicable Lending Office or to any lending or other office
established pursuant to SECTION 4.11 or otherwise in accordance with this
Agreement with respect to Advances made or to be made under this Agreement or
(ii) from the execution or delivery of this Agreement or the Notes or any
amendment hereto or thereto (hereinafter referred to as "OTHER TAXES").

         (c)  The Borrower will indemnify each Bank and the Administrative
Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this SECTION 4.15) incurred by such Bank or the Administrative
Agent (as the case may be) or any liability incurred by such Bank or the
Administrative Agent (as the case may be) (including penalties and interest
unless caused by the gross negligence or willful misconduct of such Bank or the
Administrative Agent, as the case may be) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted.  This indemnification shall be made within 30 days from the date such
Bank or the Administrative Agent (as the case may be) makes written demand
therefor, which demand shall demonstrate, in reasonable


                                         -36-

<PAGE>

detail, the circumstances concerning the imposition of, and the calculations
used to determine, such Taxes or Other Taxes.

         (d)  Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended
(the "CODE")) shall submit to the Borrower and the Administrative Agent, within
31 days of the date hereof, duly completed and signed copies of either Form 1001
(relating to such Bank and entitling it to a complete exemption from withholding
on all amounts to be received by such Bank at any Applicable Lending Office
designated by such Bank, including fees, pursuant to this Agreement and the
Advances) or Form 4224 (relating to all amounts to be received by such Bank at
any Applicable Lending Office designated by such Bank, including fees, pursuant
to this Agreement and the Advances) of the United States Internal Revenue
Service.  Thereafter and from time to time, each such Bank shall submit to the
Borrower and the Administrative Agent such additional duly completed and signed
copies of one or the other of such forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) as
may be (i) requested by the Borrower or the Administrative Agent from such Bank
and (ii) required under then current United States law or regulations to avoid
United States withholding taxes on payments in respect of all amounts to be
received by such Bank at any Applicable Lending Office designated by such Bank,
including fees, pursuant to this Agreement or the Advances.  Upon the request of
the Borrower or the Administrative Agent, each Bank that is a United States
person (as such term is defined in Section 7701(a)(30) of the Code) shall submit
to the Borrower or the Administrative Agent, as the case may be, promptly
following such Person's request therefor a certificate to the effect that it is
such a United States person and certification of its taxpayer identification
number on Form W-9.  If any Bank determines, as a result of any change in
applicable law, regulation or treaty, or in any official application or
interpretation thereof, that it is unable to submit to the Borrower or the
Administrative Agent any form or certificate that such Bank is obligated to
submit pursuant to this subsection, or that such Bank is required to withdraw or
cancel any such form or certificate previously submitted, such Bank shall
promptly notify the Borrower and the Administrative Agent of such fact;
PROVIDED, HOWEVER, that delivery of such notice shall not preclude the exercise
by such Bank of any of its rights under this SECTION 4.15.  If any Bank claiming
exemption from United States withholding tax by filing IRS Form 4224 grants a
participation in all or part of the obligations of the Borrower to such Bank,
such Bank agrees to undertake sole responsibility for complying with the
withholding tax requirements imposed by Sections 1441 and 1442 of the Code.


                                         -37-

<PAGE>

         No amount that shall be required to be paid by the Borrower pursuant
to SUBSECTION (a), (b) or (c) of this SECTION 4.15 shall be payable by the
Borrower to any Bank that (i) is not, on the date such Person becomes party to
this Agreement as a "Bank", either (x) required to submit Form 1001 (relating to
such Bank and entitling it to a complete exemption from withholding on all
amounts to be received by such Bank at any Applicable Lending Office designated
by such Bank, including fees, pursuant to this Agreement and the Advances) or
Form 4224 (relating to all amounts to be received by such Bank at any Applicable
Lending Office designated by such Bank, including fees, pursuant to this
Agreement and the Advances) or (y) a United States person (as such term is
defined in Section 7701(a)(30) of the Code), or (ii) shall have failed to submit
to the Borrower any form or certificate that such Bank shall have been required
to file pursuant to this subsection and shall have been entitled to file under
applicable law.

         If the IRS or any other Governmental Authority of the United States or
other jurisdiction asserts a claim that the Borrower or the Administrative Agent
did not properly withhold tax from amounts paid to or for the account of any
Bank (because the appropriate form was not delivered or was not properly
executed, or because such Bank failed to notify the Borrower or the
Administrative Agent of a change in circumstances which rendered the exemption
from, or reduction of, withholding tax ineffective, or for any other reason)
such Bank shall indemnify each of the Borrower and the Administrative Agent
fully for all amounts paid, directly or indirectly, by such Person as tax or
otherwise, including penalties and interest, and including any taxes imposed by
any jurisdiction on the amounts payable to the Borrower or the Administrative
Agent under this Section, together with all costs and expenses including
Attorney Costs.  The obligation of each of the parties under this SECTION 4.15
shall survive the payment of all obligations of the Borrower under this
Agreement and the Notes and the resignation or replacement of the Administrative
Agent.

         SECTION 4.16.  THE NOTES.  (a)  The indebtedness of the Borrower
resulting from Syndicated Advances made by each Bank to the Borrower shall be
evidenced by a promissory note of the Borrower payable to the order of such Bank
substantially in the form of EXHIBIT 4.16(a) hereto (sometimes called a
"SYNDICATED NOTE").  Each Bank may, by notice to the Administrative Agent and
the Borrower to be given not later than three Business Days prior to the First
Borrowing, request that its Base Rate Advances and Eurodollar Rate Advances each
be evidenced by separate promissory notes.  Each such promissory note shall be
substantially in the form of EXHIBIT 4.16(a), with appropriate modifications to
reflect the fact that each such promissory note evidences solely


                                         -38-

<PAGE>

Syndicated Advances of the relevant Type.  Each reference in this Agreement or
the Notes to the "Notes" or the "Syndicated Notes" of such Bank shall mean and
be deemed to refer to and include any or all of such substituted promissory
notes, as the context may require.

         (b)  The indebtedness of the Borrower resulting from the Competitive
Bid Advances made by each Bank to the Borrower shall be evidenced by a
promissory note of the Borrower payable to the order of such Bank substantially
in the form of EXHIBIT 4.16(b) hereto (sometimes called a "COMPETITIVE BID NOTE"
and together with the Syndicated Notes, the "NOTES").  Each Bank may, by notice
to the Administrative Agent and the Borrower to be given not later than three
Business Days prior to the First Borrowing, request that its Absolute Rate
Advances and Eurodollar Bid Rate Advances be evidenced by separate promissory
notes.  Each such promissory note shall be substantially in the form of
EXHIBIT 4.16(b), with appropriate modifications to reflect the fact that each
such promissory note evidences solely Competitive Bid Advances of the relevant
Type.  Each reference in this Agreement or the Notes to the "Notes" or the
"Competitive Bid Notes" of such Bank shall mean and be deemed to refer to and
include either or both of such substituted promissory notes, as the context may
require.

         (c)  Each Bank shall maintain records of all Advances made by such
Bank to the Borrower, the interest rate for such Advances and all payments made
on account of principal thereof and, prior to any transfer of any Note, such
Bank shall endorse a record of the Advances evidenced by such Note held by such
Bank on the grid attached thereto and forming a part of such Note.  Failure by a
Bank to record on the appropriate Note any Advance or payment shall not relieve
the Borrower of any obligation with respect to such Advance or payment.

         SECTION 4.17.  SHARING OF PAYMENTS, ETC. (a)  Whenever any payment
received by the Administrative Agent to be distributed to the Banks is
insufficient to pay in full the amounts then due and payable to the Banks, and
SECTION 4.17(b) does not then apply, such payment shall be distributed to the
Banks (and for purposes of this Agreement shall be deemed to have been applied
by the Banks, notwithstanding the fact that any Bank may have made a different
application in its books and records) in the following order:  FIRST, to the
payment of the principal amount of the Advances which are then due and payable,
ratably among the Banks in accordance with the aggregate principal amount owed
to each Bank; SECOND, to the payment of interest then due and payable on the
Advances, ratably among the Banks in accordance with the amount of such interest
owed to each Bank; THIRD, to the payment of the facility fees then due and
payable


                                         -39-

<PAGE>

under SECTION 4.04(a), ratably among the Banks in accordance with the amount of
such fees owed to each Bank; and FOURTH, to the payment of any other amount
payable under this Agreement, ratably among the Banks in accordance with the
aggregate amount owed to each Bank.

         (b)  The Administrative Agent shall promptly advise each Bank
following its receipt of any Payment Sharing Notice.  After the Administrative
Agent has received a Payment Sharing Notice, and for so long thereafter as any
Event of Default exists, all payments received by the Administrative Agent to be
distributed to the Banks shall be distributed to the Banks (and for purposes of
this Agreement shall be deemed to have been applied by the Banks,
notwithstanding the fact that any Bank may have made a different application in
its books and records) in the following order: FIRST, to the payment of amounts
payable under SECTION 10.04, ratably among the Administrative Agent and the
Banks in accordance with the aggregate amount owed to each party; PROVIDED that
if any such amount payable is then being contested in good faith by the
Borrower, application of payment thereto under this clause FIRST shall not occur
without the prior written consent of the Borrower; SECOND, to the payment of
facility fees then due and payable under SECTION 4.04(a), ratably among the
Banks in accordance with the amount of such fees owed to each Bank; THIRD, to
the payment of interest then due and payable on the Advances, ratably among the
Banks in accordance with the amount of such interest owed to each Bank; FOURTH,
to the payment of the principal amount of all Borrowings regardless of whether
any such amount is then due and payable, ratably among the Banks in accordance
with the aggregate principal amount owed to each Bank; and FIFTH, to the payment
of any other amount payable under this Agreement, ratably among the Banks in
accordance with the aggregate amount owed to each Bank.

         (c)  If, other than as expressly provided elsewhere herein, any Bank
shall obtain any payment or other recovery (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of
principal of or interest on any Advance, or any other amount payable hereunder,
in excess of the share of payments and other recoveries such Bank would have
received if such payment or other recovery had been distributed pursuant to the
provisions of this Agreement (including SECTION 4.17(a) or (b), if applicable at
the time of such payment or other recovery), such Bank shall immediately (i)
notify the Administrative Agent of such fact and (ii) purchase from the other
Banks such participations in the Advances made by (or other obligations owed by
the Borrower hereunder to) them as shall be necessary to cause such purchasing
Bank to share the excess payment or other recovery pro rata with each of them
(and if SECTION 4.17(a) or (b) is then applicable, in accordance with


                                         -40-

<PAGE>

the order of payments set forth therein); PROVIDED that if all or any portion of
such excess payment or other recovery is thereafter recovered from the
purchasing Bank, such purchase shall to that extent be rescinded and each other
Bank shall repay to the purchasing Bank the purchase price paid therefor,
together with an amount equal to such paying Bank's ratable share (according to
the proportion of (i) the amount of such paying Bank's required repayment to
(ii) the total amount so recovered from the purchasing Bank) of any interest or
other amount paid or payable by the purchasing Bank in respect of the total
amount so recovered.  The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this SECTION 4.17(c) may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to SECTION 10.05) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation.  The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.  Nothing contained herein
shall require any Bank to exercise any right of set-off, bankers' lien,
counterclaim or similar right or shall affect the right of any Bank to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower not evidenced by this Agreement or
the Notes.  If under any applicable bankruptcy, insolvency or other similar law,
any Bank obtains a secured claim in lieu of a set-off or other payment to which
this SECTION 4.17 would apply, such Bank shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Banks entitled under this SECTION 4.17 to share in the
benefits of any recovery on such secured claim.

         SECTION 4.18.  TERMINATION AND PREPAYMENT WITH  RESPECT TO ANY BANK.
(a)  In addition to the right of the Borrower to terminate in whole or reduce
ratably the unused portion of the Commitments as described in SECTION 4.05 and
the right of the Borrower to ratably prepay Advances as described in
SECTION 4.12, the Borrower shall have the right to terminate the unused portion
of the Commitment of any Bank and to prepay all outstanding Advances made by
such Bank in the manner described in this SECTION 4.18 if the Borrower shall
have received notice (a "SPECIAL NOTICE") that such Bank (i) cannot extend a
Eurodollar Advance and shall exercise its rights pursuant to SECTION 4.01(a),
(ii) claims reimbursement for increased costs or reduced returns pursuant to
SECTION 4.13 or (iii) claims reimbursement for Taxes or Other Taxes pursuant to
SECTION 4.15.


                                         -41-

<PAGE>

         (b)  Upon receipt by the Borrower of a Special Notice from any Bank,
the Borrower may elect to terminate the unused portion of the Commitment of such
Bank by giving notice thereof (a "TERMINATION NOTICE") to such Bank and to the
Administrative Agent on or before the thirtieth day following the date of such
Special Notice, specifying therein (i) the name of such Bank ("TERMINATED
BANK"), (ii) the proposed effective date of termination ("BANK TERMINATION
DATE") of the unused portion of such Terminated Bank's Commitment, which date
shall not in any event be less than five Business Days following the date of
such Termination Notice, (iii) one or more commercial banks (each, a "SUCCESSOR
BANK"), each such Successor Bank having a combined capital, surplus (or its
equivalent) and undivided profits in an amount not less than U.S. $500,000,000
(or its equivalent in another currency), which Successor Bank or Successor Banks
shall have agreed, in the aggregate, to succeed to the entire Commitment of such
Terminated Bank on the Bank Termination Date.

         (c)  Unless the Borrower shall have elected, as evidenced by its
Termination Notice, to prepay all the Advances made by a Terminated Bank
outstanding as of the Bank Termination Date, any Advance (each a "TB ADVANCE")
made by such Terminated Bank having an Interest Period ending after the Bank
Termination Date shall remain outstanding until the last day of such Interest
Period (unless required to be paid earlier in accordance with the terms of this
Agreement).  On the last day of the then current Interest Period in respect of
each TB Advance, the Successor Bank shall extend an Advance to the Borrower in a
principal amount corresponding to such TB Advance, and having an Interest Period
of the type specified in the Notice of Interest Rate Election that would
otherwise have applied to such TB Advance, and the proceeds of such Advance from
the Successor Bank shall be used by the Borrower to repay such TB Advance to the
Terminated Bank.  The Successor Bank or Successor Banks specified by the
Borrower in a Termination Notice shall have agreed, prior to the Bank
Termination Date, to succeed, in the aggregate, to the entire Commitment of such
Terminated Bank on the Bank Termination Date which succession shall, with
respect to the unused portion of such Terminated Bank's Commitment as of such
Bank Termination Date, become effective as of the Bank Termination Date and,
with respect to the remaining portion of such Terminated Bank's Commitment,
become effective as and when such Terminated Bank's Advances are repaid.

         (d)  If the Borrower shall have elected, as evidenced by its
Termination Notice, to prepay all the Advances made by a Terminated Bank
outstanding as of the Bank Termination Date, the Successor Bank or Successor
Banks shall in the aggregate extend to the Borrower, on the Bank Termination
Date, Advances (with interest at a rate to be agreed upon by the Borrower and
each


                                         -42-

<PAGE>

Successor Bank) corresponding in respective amounts to each Advance being
prepaid as of such date, each of which Advances shall have an Interest Period
beginning on the Bank Termination Date and ending on the last day of the
Interest Period of the Advance being prepaid to which it corresponds; PROVIDED
that, upon the mutual agreement of the Borrower and the Successor Bank (or
Successor Banks, as applicable) and notice thereof to the Administrative Agent,
the Borrower may elect not to require the Successor Bank (or Successor Banks, as
applicable) to extend Competitive Bid Advances in substitution for the
Competitive Bid Advances extended by the Terminated Bank.

         (e)  Each such termination pursuant to this SECTION 4.18 shall be
effective on the Bank Termination Date proposed by the Borrower in the related
Termination Notice if (i) no Event of Default shall have occurred prior to such
date and be continuing on such date, (ii) in the event the Borrower shall have
elected to prepay all Advances made by such Terminated Bank outstanding as of
such date, (A) the Borrower shall have prepaid the outstanding aggregate amount
of all Advances made by the Terminated Bank, together with accrued interest to
such date on the amount prepaid and all other amounts payable to such Bank as of
such date (including, without limitation, all accrued and unpaid interest and
facility fees) and (B) the Successor Bank or Successor Banks shall have extended
to the Borrower Advances equal in aggregate amount to the Advances of the
Terminated Bank being prepaid as required pursuant to SECTION 4.18(d), and
(iii) the Administrative Agent shall have received evidence reasonably
satisfactory to the Administrative Agent that the Successor Bank or Successor
Banks shall have agreed in the aggregate to succeed to the entire Commitment of
the Terminated Bank in accordance with this SECTION 4.18.

         (f)  Subject to SUBSECTION (e) above, on the Bank Termination Date,
(i) each Successor Bank shall become a party to this Agreement as if such
Successor Bank shall have been named on the signature pages hereof, and such
Successor Bank shall have all the rights and obligations of a "Bank" hereunder
and (ii) the Terminated Bank shall have no further Commitment under this
Agreement (other than with respect to Advances, if any, made by such Bank which
remain outstanding after such date) and shall no longer be a "Bank" under this
Agreement for any purpose (other than with respect to Advances made by such Bank
which remain outstanding after such date) except insofar as it shall be entitled
to any payment or indemnification, or be obligated to make any indemnification,
on account of any event which shall have occurred, or any right or liability
which shall have arisen, on or prior to the date of repayment of such
outstanding Advances.  The termination of any Bank's Commitment and the
prepayment of such Bank's Advances pursuant to this SECTION 4.18


                                         -43-

<PAGE>

shall not relieve or satisfy the obligations of the Borrower to make any such
prepayments free and clear of all Taxes, to reimburse such Bank for all Other
Taxes and for all increased costs pursuant to SECTION 4.13, or to comply with
all other terms and conditions of this Agreement (including, without limitation,
SECTION 10.04).  A Successor Bank shall be subject to the Syndicated Reduction
(or, in the case of more than one Successor Bank, its ratable share of the
Syndicated Reduction) of the Terminated Bank it succeeds upon the Bank
Termination Date applicable to such successor.



         SECTION 4.19.  EXTENSIONS OF THE COMMITMENTS.  (a)  The Borrower may,
by written notice (an "EXTENSION REQUEST") given to the Administrative Agent
during the period commencing 60 days preceding, and ending 30 days preceding,
the Stated Termination Date then in effect, request that the Stated Termination
Date then in effect be extended.  Each such Extension Request shall contemplate
an extension of such Stated Termination Date to a date that is a Business Day
not more than 364 days after such Stated Termination Date.

         (b)  The Administrative Agent shall promptly advise each Bank of its
receipt of any Extension Request.  Each Bank may, in its sole discretion,
consent to a requested extension by giving written notice thereof to the
Administrative Agent by not later than the date (the "EXTENSION CONFIRMATION
DATE") that is the later to occur of (i) 30 days prior to the Stated Termination
Date then in effect and (ii) 5 days following the issuance by the Borrower of
the Extension Request.  Failure on the part of any Bank to respond to an
Extension Request by the applicable Extension Confirmation Date shall be deemed
to be a denial of such request by such Bank.  If Banks having at least 66-2/3%
of the Commitments at the time of the issuance of any Extension Request shall
consent in writing to the requested extension, such request shall be granted
with respect to each consenting Bank.  Promptly following the opening of
business on the first Business Day following the applicable Extension
Confirmation Date, the Administrative Agent shall notify the Borrower in writing
as to whether the requested extension has been granted (such written notice
being an "EXTENSION CONFIRMATION NOTICE"), and shall promptly thereafter provide
a copy of such Extension Confirmation Notice to each Bank.  The agreement on the
part of each consenting Bank to make any requested extension shall be (i)
revocable by such Bank at all times prior to the issuance by the Administrative
Agent of an Extension Confirmation Notice and (ii) irrevocable and binding upon
such consenting Bank at all times


                                         -44-

<PAGE>

from and after the issuance by the Administrative Agent of an Extension
Confirmation Notice.

         (c)  Each permitted extension shall become effective on the Stated
Termination Date then otherwise in effect.  Each Extension Confirmation Notice
shall, if applicable, specify therein the new Stated Termination Date in respect
of each of the consenting Banks.  The Stated Termination Date with respect to
(i) any Banks which shall have denied such requested extension in writing, or
which shall have failed to respond to the applicable Extension Request, and (ii)
all Banks, in the event that fewer than the minimum number of Banks specified
above shall consent in writing to such Extension Request, shall continue to be
the then existing Stated Termination Date.  Notwithstanding the agreement of any
number of Banks to extend the Stated Termination Date as provided in this
SECTION 4.19, the Administrative Agent shall not have any obligation to continue
as the "Administrative Agent" under this Agreement without its prior written
consent.

         (d)  If fewer than all of the Banks agree to any extension of the
Stated Termination Date which shall become effective as provided in this
SECTION 4.19, (i) no Advance made or to be made prior to the Stated Termination
Date in effect immediately prior to the request by the Borrower for such
extension (the "EARLIER TERMINATION DATE"), other than a Competitive Bid Advance
made by a Bank which shall have agreed to such extension (an "EXCEPTED
ADVANCE"), shall have an Interest Period which ends after the Earlier
Termination Date and (ii) all Advances (other than Excepted Advances) and all
other obligations of the Borrower to the Banks hereunder shall be repaid in full
on the Earlier Termination Date (whether from proceeds of Borrowings made on the
Earlier Termination Date from the Banks having agreed to such extension or from
other sources).


                                      ARTICLE V
                                CONDITIONS OF LENDING

         SECTION 5.01.  CONDITIONS PRECEDENT TO THE FIRST BORROWING.  The
obligation of each Bank to make its initial Advance is subject to the conditions
precedent that (a) the Administrative Agent shall have received all of the
following, each of which, unless otherwise indicated below, shall be dated the
date hereof and shall be in form and substance satisfactory to the
Administrative Agent and (except for the Notes) in sufficient copies for each
Bank:

         (i)     (A) The Syndicated Notes payable to the order of the Banks,
    respectively, executed by the Borrower, and (B)


                                         -45-

<PAGE>

    the Competitive Bid Notes payable to the order of the Banks, respectively,
    executed by the Borrower;

         (ii)    Certified copies of the resolutions of the Board of Directors
    of the Borrower approving this Agreement and the Notes, and of all
    documents evidencing other necessary corporate action with respect to this
    Agreement and the Notes;

         (iii)   A certificate of the Secretary or an Assistant Secretary of
    the Borrower certifying the names and true signatures of the officers of
    the Borrower authorized to sign this Agreement and the Notes and the other
    documents or certificates to be delivered pursuant to this Agreement;

         (iv)    A certificate, signed by the chief financial officer or
    treasurer of the Borrower, stating that as of the date hereof all
    conditions to Borrowing have been satisfied and that no Event of Default or
    event which, with notice or the lapse of time or both, would constitute an
    Event of Default has occurred and is continuing;

         (v)     A favorable opinion of (A) William Feather, General Counsel of
    the Borrower, and (B) Sidley & Austin, special counsel to the Borrower, or
    other counsel to the Borrower (who also may be an employee of the Borrower)
    acceptable to the Administrative Agent, in its reasonable judgment, each
    opinion to be substantially in the respective form set forth in
    EXHIBIT 5.01(a)(v) hereto;

         (vi)    The Certificate of Incorporation of the Borrower, together
    with all amendments thereto, certified by the Secretary of State of
    Delaware;

         (vii)   A Certificate of Good Standing with respect to the Borrower,
    from the Secretary of State of Delaware;

         (viii)  A copy, certified by the Secretary or Assistant Secretary of
    the Borrower, of the Borrower's By-Laws; and

         (ix)    A copy of either (i) a tax ruling from the U.S. Internal
    Revenue Service or (ii) an opinion of counsel acceptable to the
    Administrative Agent in its reasonable judgment, in each case to the effect
    that the receipt of common stock of the Borrower by shareholders of Baxter
    in connection with the Distribution will qualify under Section 355 of the
    Internal Revenue Code of 1986, as amended;

         (b)  Immediately before and after giving effect to such Borrowing and
the application of the proceeds therefrom, the


                                         -46-

<PAGE>

following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of such
Borrowing shall be deemed to constitute a representation and warranty by the
Borrower to such effect):

         (i)   The Form 10 accurately describes in all material respects the
    proposed terms of the Distribution as of the effective date of the filing
    thereof, and since such date there have been no material changes to such
    terms, and

         (ii)  The representations and warranties contained in SECTION 6.01(f)
    are correct in all material respects on and as of the date of such
    Borrowing as though made on and as of such date;

         (c)  The Borrower shall have taken all necessary steps to ensure that
the occurrence of the Distribution will be substantially contemporaneous with
the occurrence of the First Borrowing; and

         (d)  The Borrower shall have paid to the Administrative Agent and each
Co-Arranger all fees that shall have become due and payable to such Persons by
the Borrower on or prior to such date.

         SECTION 5.02.  CONDITIONS PRECEDENT TO EACH BORROWING.  The obligation
of each Bank to make an Advance on the occasion of each Borrowing (including the
First Borrowing) shall be subject to the additional conditions precedent that on
the date of such Borrowing (a) immediately before and after giving effect to
such Borrowing and to the application of proceeds therefrom the following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall be deemed to constitute a representation and warranty by the Borrower that
on the date of such Borrowing, immediately before and after giving effect
thereto and to the application of the proceeds therefrom, such statements are
true):

         (i)   The representations and warranties contained in
    SECTION 6.01 (other than the last sentence of subsection (f) thereof)
    are correct in all material respects on and as of the date of such
    Borrowing as though made on and as of such date, and

         (ii)  No event has occurred and is continuing, or would result
    from such Borrowing or from the application of the proceeds therefrom,
    which constitutes an Event of Default or which would constitute an
    Event of


                                         -47-

<PAGE>

    Default but for the requirement that notice be given or time elapse or
    both,

and (b) the Administrative Agent shall have received such other available
information concerning the business and financial condition of the Borrower as
any Bank through the Administrative Agent may reasonably request.


                                      ARTICLE VI
                            REPRESENTATIONS AND WARRANTIES

         SECTION 6.01.  REPRESENTATIONS AND WARRANTIES OF  THE BORROWER.  The
Borrower represents and warrants as follows:

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

         (b)  The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, and do not contravene (i) the
Borrower's charter or by-laws or (ii) any law or any contractual restriction
binding on or affecting the Borrower.

         (c)  No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
Person is required for the due execution, delivery and performance by the
Borrower of this Agreement or the Notes.

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

         (e)  There is no pending or, to the best of the knowledge of the
Borrower, threatened action or proceeding affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator, which could
reasonably


                                         -48-

<PAGE>

be expected to have a material adverse effect on the financial condition or
operations of the Borrower or which purports to affect the legality, validity or
enforceability of this Agreement or any Note.

         (f)  The combined balance sheet of the Borrower and its Subsidiaries
for the year ended December 31, 1995 and for the six month period ended June 30,
1996 and the related combined statements of income and stockholder's equity of
the Borrower and its Subsidiaries for the year ended December 31, 1995 and the
six month period ended June 30, 1996, in each case as set forth in the Form 10,
copies of which have been furnished to each Bank, present fairly the financial
position of the Borrower and its Subsidiaries as at the date so specified and
the results of the operations and cash flows of the Borrower and its
Subsidiaries for the periods so specified, in conformity with generally accepted
accounting principles.  Since December 31, 1995 there has been no material
adverse change in such financial position or operations, or in the business,
properties or condition of the Borrower and its Subsidiaries taken as a whole.

         (g)  The Borrower is not (i) an "investment company," (ii) a company
"controlled" by an "investment company" which is registered under the Investment
Company Act of 1940, as amended, or (iii) to the best knowledge of the Borrower,
a company "controlled" by any other "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         (h)  Neither the Borrower nor any of its Subsidiaries is engaged in
the business of purchasing or carrying Margin Stock.  The value of the Margin
Stock owned directly or indirectly by the Borrower or any Subsidiary which is
subject to any arrangement (as such term is used in Section 221.2(g) of
Regulation U issued by the Board of Governors of the Federal Reserve System)
hereunder is less than an amount equal to 25% of the value of all assets of the
Borrower and/or such Subsidiary subject to such arrangement.

         (i)  The operations of the Borrower and each Material Subsidiary
comply in all material respects with all Environmental Laws, the noncompliance
with which would materially adversely affect the business of the Borrower or the
ability of the Borrower to obtain credit on commercially reasonable terms.

                                     ARTICLE VII
                                      COVENANTS

         SECTION 7.01.  AFFIRMATIVE COVENANTS OF THE BORROWER.  So long as any
Note shall remain unpaid or any Bank shall have


                                         -49-

<PAGE>

any Commitment, the Borrower will, unless the Majority Banks shall otherwise
consent in writing:

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

         (b)  MAINTENANCE OF INSURANCE.  Maintain, and cause each Material
Subsidiary to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
in the same general areas in which the Borrower or such Material Subsidiary
operates.

         (c)  PRESERVATION OF CORPORATE EXISTENCE, ETC.  Preserve and maintain,
and cause each Material Subsidiary to preserve and maintain, its corporate
existence, rights (charter and statutory), and franchises, except as otherwise
permitted by SECTION 7.02(C).

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

         (e)  KEEPING OF BOOKS.  Keep, and cause each Material Subsidiary to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each Material Subsidiary in accordance with generally accepted
accounting principles consistently applied.

         (f)  INSPECTION.  Permit, and cause each Material Subsidiary to
permit, on reasonable prior written notice,  Administrative Agent or any of
those Banks that are Co-Arrangers, and their respective representatives and
agents, to inspect any


                                         -50-

<PAGE>

of the properties, corporate books and financial records of the Borrower and its
Material Subsidiaries, to examine and make copies of the books of account and
other financial records of the Borrower and its Material Subsidiaries, and to
discuss the affairs, finances and accounts of the Borrower and its Material
Subsidiaries with, and to be advised as to the same by, their respective
officers or directors, at such reasonable times during normal business hours and
intervals as the Administrative Agent or any such Bank may reasonably designate.

         (g)  REPORTING REQUIREMENTS.  Furnish to the Administrative Agent in
sufficient copies for distribution to each Bank (or, in the case of clause (ix),
each applicable Bank):

         (i)  As soon as available and in any event within 55 days after
    the end of each of the first three quarters of each fiscal year of the
    Borrower, a Consolidated balance sheet of the Borrower and its
    Consolidated Subsidiaries as of the end of such quarter and a
    Consolidated statement of income and cash flows of the Borrower and
    its Consolidated Subsidiaries for the period commencing at the end of
    the previous fiscal year and ending with the end of such quarter,
    certified by the chief financial officer or treasurer of the Borrower;


         (ii)  As soon as available and in any event within 100 days after
    the end of each fiscal year of the Borrower, a Consolidated balance
    sheet of the Borrower and its Consolidated Subsidiaries as of the end
    of such year and a Consolidated statement of income and stockholder's
    equity and cash flows of the Borrower and its Consolidated
    Subsidiaries for such fiscal year and accompanied by (A) a report of
    Price Waterhouse, independent public accountants of the Borrower, or
    other independent public accountants of nationally recognized
    standing, on the results of their examination of the Consolidated
    annual financial statements of the Borrower and its Consolidated
    Subsidiaries, which report shall be unqualified or shall be otherwise
    reasonably acceptable to the Majority Banks; PROVIDED that such report
    may set forth qualifications to the extent such qualifications pertain
    solely to changes in generally accepted accounting principles from
    such principles applied during earlier accounting periods, the
    implementation of which changes (with the concurrence of such
    accountants) is reflected in the financial statements accompanying
    such report, and (B) a certificate of such


                                         -51-

<PAGE>

    accountants substantially in the form of EXHIBIT 7.01(g)(ii);

         (iii)  Promptly after the sending or filing thereof, copies of
    all reports which the Borrower files with the Securities and Exchange
    Commission under the Securities Exchange Act of 1934, as amended,
    including, without limitation, Forms 8-K, 10-Q and 10-K and all such
    reports that disclose material litigation pending against the Borrower
    or any Material Subsidiary or any material noncompliance with any
    Environmental Law on the part of the Borrower or any Material
    Subsidiary;

         (iv)   Together with the financial statements required pursuant
    to clauses (i) and (ii) above, a certificate signed by the chief
    financial officer or treasurer of the Borrower (A) stating that no
    Event of Default or event which, with notice or the lapse of time or
    both, would constitute an Event of Default exists or, if any does
    exist, stating the nature and status thereof and describing the action
    the Borrower proposes to take with respect thereto and (B)
    demonstrating, in reasonable detail, the calculations used by such
    officer to determine compliance with the financial covenants contained
    in SECTIONS 7.01(i), 7.02(a), 7.02(b) and 7.02(d);

         (v)    With respect to each fiscal year for which the Borrower
    shall have an aggregate Unfunded Liability of $50,000,000 or more for
    all of its single employer pension benefit plans covered by Title IV
    of ERISA and all multiemployer pension benefit plans covered by Title
    IV of ERISA to which the Borrower has an obligation to contribute, as
    soon as available, and in any event within ten months after the end of
    such fiscal year, a statement of Unfunded Liabilities of each such
    plan, certified as correct by an actuary enrolled in accordance with
    regulations under ERISA and a statement of estimated withdrawal
    liability as of the most recent plan year end as customarily prepared
    by the trustees under the multiemployer plans to which the Borrower
    has an obligation to contribute;

         (vi)   As soon as possible, and in any event within 30 days after
    the occurrence of each event the Borrower knows is or may be a
    Reportable Event (as defined in Section 4043 of ERISA) with respect to
    any Plan with an Unfunded Liability in excess of $50,000,000, a
    statement signed by the chief financial officer or treasurer of the
    Borrower describing such reportable event and


                                         -52-

<PAGE>

    the action which the Borrower proposes to take with respect thereto;

         (vii)   As soon as possible, and in any event within five
    Business Days after the Borrower shall become aware of the occurrence
    of each Event of Default or event which, with notice or lapse of time
    or both, would constitute an Event of Default, which Event of Default
    or event is continuing on the date of such statement, a statement of
    the chief financial officer or treasurer of the Borrower setting forth
    details of such Event of Default or event and the action which the
    Borrower proposes to take with respect thereto;

         (viii)  As soon as possible, and in any event within ten Business
    Days of the announcement of a change in a Credit Rating, a notice from
    the chief financial officer or treasurer or assistant treasurer of the
    Borrower indicating (A) the new Credit Rating and (B) the date of the
    announcement of such new Credit Rating; and

         (ix)    Promptly from time to time, such other information as any Bank
    may reasonably request through the Administrative Agent.

         (h)  USE OF PROCEEDS.  Use the proceeds of Borrowings made under this
Agreement (i) to repay indebtedness owing to Baxter at the time of the
Distribution and (ii) for general corporate purposes not in violation of any
applicable law or regulation (including, without limitation, Regulation U and X
of the Board of Governors of the Federal Reserve System (the "MARGIN
REGULATIONS")) and for the payment of fees and expenses related to the
Distribution.  With respect to any Borrowing the proceeds of which shall be used
to purchase or carry Margin Stock, the Borrower shall include in the Notice of
Borrowing for such Borrowing such information as shall enable the Banks and the
Borrower to comply with the Margin Regulations.

         (i)  INTEREST EXPENSE COVERAGE RATIO.  Maintain a ratio of EBITDA (as
defined below) to Interest Expense as at the end of each fiscal quarter of the
Borrower with respect to the four-quarter period then ended (or, if shorter,
with respect to the period from the date on which the Distribution occurs
through the end of such fiscal quarter) of (1) in the case of each fiscal
quarter ending on or prior to December 31, 1997, not less than 3.25 to 1.0, and
(2) in the case of each fiscal quarter ending thereafter, 3.50 to 1.0.


                                         -53-

<PAGE>

         "EBITDA" means, for any period, an amount equal to the sum (without
duplication) of (i) net income for such period before income tax expense
(excluding Extraordinary Items), PLUS (ii) Interest Expense for such period PLUS
(iii) depreciation expense for such period PLUS (iv) amortization expense for
such period including, without limitation, amortization of goodwill and other
intangible assets, in each case determined on a Consolidated basis for the
Borrower and its Consolidated Subsidiaries and, in the case of clauses (ii),
(iii) and (iv), the specified amount to be included only to the extent the same
shall have been deducted in determining net income for such period before income
tax expense.

         "EXTRAORDINARY ITEMS" means (i) for any period, all extraordinary
gains and extraordinary losses recorded or recognized during such period, and
(ii) in addition, for any period ending on or prior to March 31, 1997, all
restructuring charges relating to, or arising in connection with, the
Distribution, which charges are recorded or recognized during such period;
PROVIDED that the aggregate amount of all such restructuring charges at any time
included in "Extraordinary Items" shall not exceed an amount equal to
$50,000,000.

         (j) BUSINESSES.  Remain, and cause each of its Material Subsidiaries
to remain, in substantially the same businesses as are carried on by the
Borrower and such Subsidiaries on the Closing Date and businesses reasonably
related thereto.

         SECTION 7.02.  NEGATIVE COVENANTS OF THE BORROWER.  So long as any
Note shall remain unpaid or any Bank shall have any Commitment, the Borrower
will not, without the written consent of the Majority Banks:

         (a)  LIENS, ETC.  Suffer to exist, create, assume or incur, or permit
any of its Material Subsidiaries to suffer to exist, create, assume or incur,
any Security Interest, or assign, or permit any of its Material Subsidiaries to
assign, any right to receive income, in each case to secure Debt or any other
obligation or liability, other than:

         (1)  Any Security Interest to secure Debt or any other obligation
    or liability of any Material Subsidiary to the Borrower.

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


                                         -54-

<PAGE>

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

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

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

         (6)  Landlords' liens on fixtures located on premises leased by
    the Borrower or one of its Material Subsidiaries in the ordinary
    course of business.

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

         (8)  Any Security Interest arising by reason of deposits to
    qualify the Borrower or a Subsidiary to conduct business, to maintain
    self-insurance, or to obtain the benefit of, or comply with, laws.

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

         (10) The extension of any Security Interest existing as of the
    date hereof to additions, extensions, or improvements to the property
    subject to the Security Interest which does not arise as a result of
    borrowing money or the securing of Debt or other obligation or
    liability created, assumed or incurred after such date.


                                         -55-

<PAGE>

         (11)  Security Interests on (i) property of a corporation or firm
    existing at the time such corporation is merged or consolidated with
    the Borrower or any Subsidiary or at the time of a sale, lease or
    other disposition of the properties of a corporation or a firm as an
    entirety (or the properties of a corporation or firm comprising a
    product line or line of business, as an entirety) or substantially as
    an entirety to the Borrower or a Subsidiary; or (ii) property
    comprising machinery, equipment or real property acquired by the
    Borrower or any of its Subsidiaries, which Security Interests shall
    have existed at the time of such acquisition and secure obligations
    assumed by the Borrower or such Subsidiary in connection with such
    acquisition; PROVIDED that the Debt or other obligations or
    liabilities secured by Security Interests of the type described in
    this PARAGRAPH (11) shall not at any time exceed an aggregate amount
    equal to $100,000,000.

         (12) Security Interests arising in connection with the sale,
    assignment or other transfer by the Borrower or any Material
    Subsidiary of accounts receivable, lease receivables or other payment
    obligations owing to the Borrower or any Subsidiary or any interest in
    any of the foregoing (together in each case with any collections and
    other proceeds thereof, any collection or deposit accounts related
    thereto, and any collateral, guaranties or other property or claims in
    favor of the Borrower or such Subsidiary supporting or securing
    payment by the obligor thereon of, or otherwise related to, any such
    receivables)(each such sale, assignment or other transfer being a
    "SECURITIZATION TRANSACTION"); PROVIDED that the aggregate investment
    or claim held at any time by purchasers, assignees or other
    transferees of (or of interests in) such receivables shall not exceed
    an amount equal to $300,000,000.

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

         (14)  Security Interests securing the performance of any contract
    or undertaking made in the ordinary course of business (as such
    business is currently conducted) other than for the borrowing of
    money.

         (15)  Any Security Interest granted by any Material Subsidiary of
    the Borrower; PROVIDED, that (i) the principal business and assets of
    such Material


                                         -56-

<PAGE>

    Subsidiary are located in Puerto Rico or are located outside of the United
    States, its other territories and possessions, (ii) the property of such
    Material Subsidiary which is subject to such Security Interest is a parcel
    of real property, a manufacturing plant, manufacturing equipment, a
    warehouse, or an office building hereafter acquired, constructed, developed
    or improved by such Material Subsidiary, and (iii) such Security Interest
    is created prior to or contemporaneously with, or within 120 days after
    (x) in the case of acquisition of such property, the completion of such
    acquisition and (y) in the case of the construction, development or
    improvement of such property, the later to occur of the completion of such
    construction, development or improvement or the commencement of operations,
    use or commercial production (exclusive of test and start-up periods) of
    such property, and such Security Interest secures or provides for the
    payment of all or any part of the acquisition cost of such property or the
    cost of construction, development or improvement thereof, as the case may
    be.

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

         (17)  Any Security Interest arising out of or continuing in
    connection with the extension, renewal or refunding (or successive
    extensions, renewals or refundings) in whole or in part of any Debt or
    any other obligation or liability secured by any Security Interest
    referred to in the foregoing PARAGRAPHS (1) through (16), provided
    that the principal amount of Debt or any other obligation or liability
    secured by such Security Interest shall not exceed the principal
    amount outstanding immediately prior to such extension, renewal or
    refunding, and that the Security Interest securing such Debt or other
    obligation or liability shall be limited to the property which,
    immediately prior to such extension, renewal or refunding secured such
    Debt or other obligation or liability and additions to such property.


                                         -57-

<PAGE>

         Notwithstanding the foregoing provisions of this SECTION 7.02(a), the
Borrower and its Material Subsidiaries may, at any time, suffer to exist, issue,
incur, assume and guarantee Secured Debt (in addition to Secured Debt permitted
to be secured under the foregoing PARAGRAPHS (1) through (17)), PROVIDED that
the aggregate amount of such Secured Debt, together with the aggregate amount of
all other Secured Debt (not including Secured Debt permitted to be secured under
the foregoing PARAGRAPHS (1) through (17)) of the Borrower and its Material
Subsidiaries which is suffered to exist, issued, incurred, assumed or
guaranteed, does not at such time exceed 3% of Consolidated Net Tangible Assets.


         (b)  LEVERAGE RATIO.  Permit Consolidated Adjusted Debt as at the end
of any fiscal quarter to exceed an amount equal to (x) in the case of each
fiscal quarter ending on or prior to December 31, 1997, 52.5% of Consolidated
Capitalization at such time and (y) in the case of each fiscal quarter ending
thereafter, 50% of Consolidated Capitalization at such time.

         (c)  MERGER, ETC.  (i)  Merge or consolidate with or into any Person;
PROVIDED that the Borrower may merge or consolidate with any corporation,
including any Subsidiary, which is a U.S. Corporation if (A) immediately after
giving effect to such transaction, no event shall have occurred and be
continuing which constitutes an Event of Default or which with the giving of
notice or lapse of time or both would constitute an Event of Default and (B) the
survivor of such merger or consolidation shall be the Borrower.
"U.S. CORPORATION" means a corporation organized and existing under the laws of
the United States, any state thereof or the District of Columbia.

         (ii)  Convey, transfer, lease or otherwise dispose of any of its
assets, or permit any Material Subsidiary to convey, transfer, lease or
otherwise dispose of any of its assets, during any calendar year if after giving
effect thereto the aggregate value of the assets of the Borrower and its
Material Subsidiaries that shall have been conveyed, transferred, leased or
otherwise disposed of during such calendar year (other than in the ordinary
course of business or in connection with a Securitization Transaction permitted
under SECTION 7.02(a)(12)) would exceed 33% of the value of the total amount of
assets on the Consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries on the first day of such calendar year.

         (d)  LIMITATIONS ON SUBSIDIARY DEBT.  Permit the aggregate amount of
Subsidiary Debt (as defined below) at any time to exceed $250,000,000.


                                         -58-

<PAGE>

         "SUBSIDIARY DEBT" means the sum (without duplication) of (i) all Debt
to the extent the same represents an obligation of any Subsidiary of the
Borrower PLUS (ii) to the extent any Subsidiary of the Borrower is liable as a
general partner for the indebtedness and other obligations of any partnership,
all Debt of such partnership; PROVIDED that "Subsidiary Debt" shall not include
any indebtedness or other obligations with respect to which the Borrower or any
Subsidiary of the Borrower is the obligee.

                                     ARTICLE VIII
                                  EVENTS OF DEFAULT

         SECTION 8.01.  EVENTS OF DEFAULT.  If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

         (a)  The Borrower shall fail to pay (i) any installment of interest on
any Note or any facility fee payable under SECTION 4.04(a), in each case when
due and such default continues for five days, or (ii) any amount of principal of
any Note when due; or

         (b)  Any representation or warranty made or deemed made by the
Borrower (or any of its officers) in connection with this Agreement shall prove
to have been incorrect in any material respect when made or deemed made; or

         (c)  The Borrower shall fail to perform or observe any term, covenant
or agreement contained in SECTION 7.01(i), 7.02(a) or 7.02(b) of this Agreement
on its part to be performed or observed and such failure shall remain unremedied
on the earlier to occur of (i) or (ii):  (i) the date 30 days after the Borrower
shall have become aware of such failure or (ii) the date that financial
statements of the Borrower shall be available from which it may be ascertained
that such failure to perform or observe such term, covenant or agreement shall
have occurred.  For purposes of clause (ii) above, the date that any financial
statements shall be deemed available shall be the date on which the Borrower
shall file (or, if earlier, the date the Borrower shall have been required to
file) such financial statements with the Securities and Exchange Commission as
part of any report required to be filed pursuant to the Securities Exchange Act
of 1934, as amended; or

         (d)  The Borrower shall (i) fail to perform or observe, or shall
breach, any other term, covenant or agreement contained in this Agreement on its
part to be performed or observed (other than those failures or breaches referred
to in SUBSECTIONS (a), (b), (c), (d)(ii) or (d)(iii) of this SECTION 8.01)


                                         -59-

<PAGE>

and any such failure or breach shall remain unremedied for 30 days after written
notice thereof has been given to the Borrower by the Administrative Agent at the
request of any Bank; (ii) fail to perform or observe or shall breach
SECTION 7.02(c); or (iii) fail to perform or observe SECTION 7.01(g)(vii) and
such failure shall remain unremedied for 10 days after the occurrence thereof;
or

         (e)  The Borrower or any Material Subsidiary shall fail to pay any
amount of principal of, interest on or premium with respect to any Debt (other
than that evidenced by the Notes) of the Borrower or such Subsidiary when due
(whether at scheduled maturity or by required prepayment, acceleration, demand
or otherwise) which Debt is outstanding under one or more instruments or
agreements in an aggregate principal amount (for the Borrower and all Material
Subsidiaries) not less than a Material Default Amount and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; or any other event shall occur or condition
shall exist after the applicable grace period specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Debt; or any such Debt shall be
declared to be due and payable, or required to be prepaid (other than by a
scheduled prepayment), prior to the stated maturity thereof; or any event or
condition shall exist after the applicable grace period specified in any
agreement or instrument relating to a Securitization Transaction if the effect
of such event or condition is to cause or to permit an amount not less than a
Material Default Amount to become immediately due and payable by the Borrower or
any Material Subsidiary under such Securitization Transaction; or

         (f)  The Borrower or any Material Subsidiary shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to
pay its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or
any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debt under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,  or
other similar official for it or for any substantial part of its property; or
the Borrower or any Material Subsidiary shall take corporate action to authorize
any of the actions set forth above in this SUBSECTION (f); PROVIDED that, in the
case of any such proceeding filed or commenced against the Borrower or any
Material Subsidiary, such event shall not constitute an "Event of


                                         -60-

<PAGE>

Default" hereunder unless either (i) the same shall have remained undismissed or
unstayed for a period of 60 days, (ii) an order for relief shall have been
entered against the Borrower or such Material Subsidiary under the federal
bankruptcy laws as now or hereafter in effect or (iii) the Borrower or such
Material Subsidiary shall have taken corporate action consenting to, approving
or acquiescing in the commencement or maintenance of such proceeding; or

         (g)  Any judgment or order for the payment of money shall be rendered
against the Borrower or any Material Subsidiary and (i) either (A) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (B) there shall be any period of 10 consecutive days, in the case of a
judgment or order rendered or entered by a court located in the United States,
its territories and Puerto Rico, or 30 consecutive days, in the case of any
other court, during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect, and (ii) the
amount of such judgment or order, when aggregated with the amount of all other
such judgments and orders described in this SUBSECTION (g), shall exceed the
Material Default Amount in effect at such time; or

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

         (i) (i) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934),
directly or indirectly, of securities of the Borrower (or other securities
convertible into such securities) representing more than 33% of the combined
voting power of all securities of the Borrower entitled to vote in the election
of directors, other than securities having such power only by reason of the
happening of a contingency or (ii) a majority of the members of the Board of
Directors of the Borrower shall cease to be Continuing Members.  For this
purpose, "CONTINUING MEMBER" means a member of the Board of Directors of the
Borrower who either (a) was a member of the Borrower's Board of Directors on the
Closing Date and has been


                                         -61-

<PAGE>

such continuously thereafter or (b) became a member of such Board of Directors
after the Closing Date and whose election or nomination for election was
approved by a vote of at least two-thirds of the Continuing Members then members
of the Borrower's Board of Directors;

then, in any such event but subject to the next sentence, the Administrative
Agent shall at the request, or may with the consent, of the Majority Banks, by
notice to the Borrower, (i) declare the obligation of each Bank to make Advances
to be terminated, whereupon the same shall forthwith terminate, and/or
(ii) declare the entire unpaid principal amount of the Notes, all interest
accrued and unpaid thereon and all other amounts payable under this Agreement to
be forthwith due and payable, whereupon the Notes, all such accrued interest and
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; PROVIDED, that in the case of any
Competitive Bid Note, the unpaid principal amount thereof, and all interest
accrued and unpaid thereon, shall not be declared to be due and payable pursuant
to the foregoing CLAUSE (ii) without the consent of the holder of such
Competitive Bid Note.  In the event of the occurrence of an Event of Default
under SECTION 8.01(f), (A) the obligation of each Bank to make Advances shall
automatically be terminated and (B) the Notes, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

                                      ARTICLE IX
                               THE ADMINISTRATIVE AGENT

         SECTION 9.01.  APPOINTMENT AND AUTHORIZATION; "ADMINISTRATIVE AGENT".
Each Bank hereby irrevocably (subject to SECTION 9.09) appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the Notes and any other instrument, document or
agreement executed in connection herewith (each a "LOAN DOCUMENT") and to
exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto.  Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Loan
Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or


                                         -62-

<PAGE>

any other Loan Document or otherwise exist against the Administrative Agent.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" in this Agreement with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law.  Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

         SECTION 9.02.  DELEGATION OF DUTIES.  The Administrative Agent may
execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees 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 in any manner to any of the Banks for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

         SECTION 9.03.  LIABILITY OF ADMINISTRATIVE AGENT.  None of the Agent-
Related Persons shall (i) be liable in any manner to any of the Banks for any
action taken or omitted to be taken by any of them under or in connection with
this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct), or (ii) be
responsible in any manner to any of the Banks for any recital, statement,
representation or warranty made by the Borrower or any Subsidiary or Affiliate
of the Borrower, or any officer thereof, contained in this Agreement or in 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 the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder.  No
Agent-Related Person shall be under any obligation to any Bank 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 or any of the
Borrower's Subsidiaries or Affiliates.

         SECTION 9.04.  RELIANCE BY ADMINISTRATIVE AGENT.  (a)  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper


                                         -63-

<PAGE>

Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by
the Administrative Agent.  As between the Administrative Agent and the Banks,
(i) 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 Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action and
(ii) the Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Banks and such request and
any action taken or failure to act pursuant thereto shall be binding upon all of
the Banks.

         (b)  For purposes of determining compliance with the conditions
specified in SECTION 5.01, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Bank
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

         SECTION 9.05.  NOTICE OF DEFAULT.  The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Event of Default
or Unmatured Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Banks, unless the Administrative Agent shall have received
written notice from a Bank or the Borrower referring to this Agreement,
describing such Event of Default or Unmatured Event of Default and stating that
such notice is a "notice of default".  The Administrative Agent will notify the
Banks of its receipt of any such notice.  The Administrative Agent shall take
such action with respect to such Event of Default or Unmatured Event of Default
as may be requested by the Majority Banks in accordance with SECTION 10.01;
PROVIDED, HOWEVER, that unless and until the Administrative Agent has received
any such request, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Event
of Default or Unmatured Event of Default as it shall deem advisable or in the
best interest of the Banks.

         SECTION 9.06.  CREDIT DECISION.  Each Bank acknowledges that none of
the Agent-Related Persons has made any


                                         -64-

<PAGE>

representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Borrower and its
Subsidiaries, shall be deemed to constitute any representation or warranty by
any Agent-Related Person to any Bank.  Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower
hereunder.  Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person 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 investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly herein required to be
furnished to the Banks by the Administrative Agent, the Administrative Agent
shall not have any duty or responsibility to provide any Bank with any credit or
other information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Borrower which may come
into the possession of any of the Agent-Related Persons.

         SECTION 9.07.  INDEMNIFICATION OF ADMINISTRATIVE AGENT.  Whether or
not the transactions contemplated hereby are consummated, the Banks shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by
or on behalf of the Borrower and without limiting the obligation of the Borrower
to do so), pro rata, from and against any and all liabilities, obligations,
losses (other than any loss resulting from the Borrower's failure to pay any fee
referred to in SECTION 4.04(c) hereof), damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Administrative Agent in
any way relating to or arising out of this Agreement or any action taken or
omitted by the Administrative Agent under this Agreement; PROVIDED, HOWEVER,
that no Bank shall be liable for the payment to any Agent-Related Person of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from such


                                         -65-

<PAGE>

Person's gross negligence or willful misconduct or from the violation by such
Person of any law or judicial order.  Without limitation of the foregoing, each
Bank shall reimburse the Administrative Agent upon demand for its ratable share
of any costs or out-of-pocket expenses (including Attorney Costs) incurred by
the Administrative Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower.  The undertaking in this Section shall survive the
payment of all Advances and the resignation or replacement of the Administrative
Agent.

         SECTION 9.08.  ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY.  BofA and
its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
the Borrower and its Subsidiaries and Affiliates as though BofA were not the
Administrative Agent hereunder and without notice to or consent of the Banks.
The Banks acknowledge that, pursuant to such activities, BofA or its Affiliates
may receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Subsidiary) and acknowledge that the Administrative Agent shall
be under no obligation to provide such information to them.  With respect to its
Advances, BofA and any Affiliate thereof shall have the same rights and powers
under this Agreement as any other Bank and may exercise the same as though BofA
were not the Administrative Agent.

         SECTION 9.09. SUCCESSOR ADMINISTRATIVE AGENT.  The Administrative
Agent may, and at the request of the Majority Banks shall, resign as
Administrative Agent upon 30 days' notice to the Banks.  If the Administrative
Agent resigns under this Agreement, the Majority Banks shall appoint from among
the Banks a successor agent for the Banks.  If no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Banks and the
Borrower, a successor agent from among the Banks.  Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Administrative Agent and the
term "Administrative Agent" shall mean such successor agent and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated.  After any retiring Administrative Agent's


                                         -66-

<PAGE>

resignation hereunder as Administrative Agent, the provisions of this ARTICLE IX
and SECTION 10.04 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.  If no
successor agent has accepted appointment as Administrative Agent by the date
which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Banks shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Majority Banks
appoint a successor agent as provided for above.

         SECTION 9.10. OTHER AGENTS.  None of the Banks identified on the cover
page of this Agreement or otherwise herein as being "syndication agent,"
"documentation agent, "co-syndication agent," or a "Co-Arranger" (collectively,
the "OTHER AGENTS") shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Banks as such or, in the case of the Co-Arrangers, the rights specified in
SECTION 7.01(f).  Each Bank acknowledges that it has not relied, and will not
rely, on any of the Other Agents in deciding to enter into this Agreement or in
taking or refraining from taking any action hereunder or pursuant hereto.

                                      ARTICLE X
                                    MISCELLANEOUS

         SECTION 10.01.  AMENDMENTS, ETC.  Subject to the next two sentences,
no amendment or waiver of any provision of this Agreement or the Notes, nor
consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Majority Banks,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.  No amendment, waiver or consent
shall, unless in writing and signed by all the Banks, do any of the following:
(a) waive any of the conditions specified in ARTICLE V, (b) change the
Commitments of the Banks or subject the Banks to any additional obligations,
(c) reduce the principal of, or interest on, the Notes or any facility fees or
other amount payable hereunder, (d) change any date fixed for any payment in
respect of principal of, or interest on, the Notes or any facility fees or other
amount payable hereunder, (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action hereunder, or
amend the definition herein of "MAJORITY BANKS," or (f) amend this SECTION 10.01
or the last sentence of SECTION 10.06(a).  No amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent,


                                         -67-

<PAGE>

in addition to the Banks required hereinabove to take such action, affect the
rights or duties of the Administrative Agent, under this Agreement or any Note.

         SECTION 10.02.  NOTICES, ETC.  All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including by telex, telegram or telecopier) and mailed or sent or delivered, if
to the Borrower, at the address set forth for the Borrower on the signature
pages hereof; if from the Borrower to the Administrative Agent or any Bank, to
the Administrative Agent at the address set forth for the Administrative Agent
on the signature pages hereof; if from the Administrative Agent to any Bank, at
the address of such Bank's Domestic Lending Office; or, in any case, at such
other address as shall be designated by such party in a written notice to the
other parties hereto (except in the case of the Borrower, as to which a change
of address may be made by notice to the Administrative Agent on behalf of the
Banks).  Subject to the next sentence, all such notices and communications shall
be effective, in the case of written notice, when deposited in the mails, air
mail, postage prepaid, and, in the case of notice by telex, telecopy, telegram
or cable, when sent addressed as set forth above.  All notices and
communications pursuant to ARTICLES II, III, VIII and IX shall not be effective
until they are received by the addressee.  The Administrative Agent agrees to
deliver promptly to each Bank copies of each report, document, certificate,
notice and request, or summaries thereof, which the Borrower is required to, and
does in fact, deliver to the Administrative Agent in accordance with the terms
of this Agreement, including, without limitation, copies of the reports to be
delivered by the Borrower pursuant to SECTION 7.01(g).  The Administrative Agent
shall notify each of the Banks when all of the documents required to be
delivered to the Administrative Agent pursuant to SECTION 5.01 shall have been
received by the Administrative Agent.  Any agreement of the Administrative Agent
and the Banks herein to receive certain notices by telephone or facsimile is
solely for the convenience and the request of the Borrower.  The Administrative
Agent and each Bank shall be entitled to rely on the authority of any Person
purporting to be, and believed in good faith by the Administrative Agent or such
Bank to be, a Person authorized by the Borrower to give such notice and the
Administrative Agent and the Banks shall not have any liability to the Borrower
or any other Person on account of any action taken or not taken in good faith by
the Administrative Agent or the Banks in reliance upon such telephonic or
facsimile notice.  The obligation of the Borrower to repay the Advances shall
not be affected in any way or to any extent by any failure by the Administrative
Agent and the Banks to receive written confirmation of any telephonic or
facsimile notice or the receipt by the Administrative Agent and the Banks of a
confirmation which


                                         -68-

<PAGE>

is at variance with the terms reasonably understood by the Administrative Agent
and the Banks to be contained in the telephonic or facsimile notice.

         SECTION 10.03.  NO WAIVER; CUMULATIVE REMEDIES.  No failure on the
part of the Administrative Agent or any Bank to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

         SECTION 10.04.  COSTS AND EXPENSES; INDEMNIFICATION.  (a)  The
Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses
incurred by the Administrative Agent and Arranger in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered hereunder
(other than any such modification or amendment requested by and for the benefit
of any of the Banks), including the reasonable fees and out-of-pocket expenses
of one firm of attorneys retained as counsel for the Administrative Agent with
respect to advising the Administrative Agent as to its rights and
responsibilities under this Agreement (or, alternatively, in the case of any
discrete project, the reasonable allocated costs and expenses of the
Administrative Agent's in-house counsel).  Upon the occurrence and during the
continuance of any Event of Default, the Borrower further agrees to pay on
demand all direct out-of-pocket losses, and reasonable out-of-pocket costs and
expenses, if any (including reasonable Attorney Costs) of any Bank in connection
with the enforcement (whether by legal proceedings, negotiation or otherwise) of
this Agreement, the Notes and the other documents delivered hereunder.

         (b)  If, due to payments made by the Borrower due to acceleration of
the maturity of the Notes pursuant to SECTION 8.01 or due to any other reason,
any Bank receives payments of principal of any Fixed Rate Advance, other than on
the last day of the Interest Period for such Advance, the Borrower shall, upon
demand by such Bank (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Bank any amounts
required to compensate such Bank for any additional direct out-of-pocket losses,
costs or expenses which it may reasonably incur as a result of such payment,
including, without limitation, any such loss, cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Bank to fund or maintain such Advance.  For purposes of calculating amounts
payable by the Borrower to the Banks under this SECTION 10.04(b), each Fixed


                                         -69-

<PAGE>

Rate Advance made by a Bank shall be conclusively deemed to have been funded at
the Eurodollar Rate used in determining the interest rate for such Advance by a
matching deposit or other borrowing in the interbank market for a comparable
amount and for a comparable period, whether or not such Advance is in fact so
funded.

         (c)  Subject to the next sentence, the Borrower agrees to indemnify
and hold harmless each Agent-Related Person, each Bank and each of their
respective directors, officers and employees from and against any and all
claims, damages, liabilities and expenses (including, without limitation,
reasonable Attorney Costs) which may be incurred by or asserted against such
Agent-Related Person or such Bank or any such director, officer or employee in
connection with or arising out of any investigation, litigation, or proceeding
(i) related to any transaction or proposed transaction (whether or not
consummated) in which any proceeds of any Borrowing are applied or proposed to
be applied, directly or indirectly, by the Borrower, whether or not such Agent-
Related Person or such Bank or any such director, officer or employee is a party
to such transactions or (ii) related to the Borrower's entering into this
Agreement, or to any actions or omissions of the Borrower, any of its
Subsidiaries or affiliates or any of its or their respective officers, directors
or employees in connection therewith.  The Borrower shall not be required to
indemnify any such indemnified Person from or against any portion of such
claims, damages, liabilities or expenses (a) arising out of the gross negligence
or willful misconduct of such indemnified Person or (b) that result from the
violation by such indemnified Person of any law or judicial order.

         SECTION 10.05.  RIGHT OF SET-OFF.  Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by SECTION 8.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of SECTION 8.01, each Bank (and each of its Affiliates) is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Bank (or any of its Affiliates) to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and the Notes held by such Bank,
irrespective of whether or not such Bank shall have made any demand under this
Agreement and such Notes and of whether or not such obligations may be matured.
Each Bank agrees promptly to notify the Borrower after any such set-off and
application made by such Bank, but the


                                         -70-

<PAGE>

failure to give such notice shall not affect the validity of such set-off and
application.  The rights of each Bank under this Section are in addition to
other rights and remedies (including, without limitation, other rights of set-
off) which such Bank may have.

         SECTION 10.06.  BINDING EFFECT; ASSIGNMENTS AND PARTICIPATIONS.  (a)
This Agreement shall become effective when it shall have been executed by the
Borrower and the Administrative Agent and when the Administrative Agent shall
have been notified by each Bank that such Bank has executed it and thereafter
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and each Bank and their respective successors and assigns.
Notwithstanding the foregoing, the Borrower shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
all of the Banks.

         (b)  Any Bank may assign, participate or otherwise transfer all or any
part of, or interest in, such Bank's rights and obligations hereunder and under
the Notes issued to it hereunder; PROVIDED that (i) in the case of any transfer
to a Person that is not an Affiliate of the transferring Bank, unless the
Borrower and the Administrative Agent shall have expressly agreed in writing, no
Bank shall, by reason of any such transfer, be relieved of any of its
obligations or responsibilities to the Borrower hereunder, including without
limitation the obligation to make Advances in accordance with the provisions of
ARTICLE II and III, if any, or under any Note issued to it hereunder; PROVIDED,
FURTHER, that during the continuance of any Event of Default hereunder, the
consent of the Borrower to any such assignment shall not be required; (ii) in
the case of any assignment of less than all of a Bank's rights and obligations
hereunder, the amount of the Commitment being assigned pursuant thereto shall in
no event be less than $10,000,000; and (iii) except in the case of an assignment
of all or any portion of a Bank's Commitment which is permitted hereunder and
which is effected in accordance with the terms of SUBSECTION (c) below (a
"PERMITTED COMMITMENT ASSIGNMENT"), the Borrower, the Administrative Agent and
each other party hereto shall for all purposes be permitted to deal, and shall
continue to deal, exclusively with the transferring Bank after giving effect to
any purported sale of a participation interest or other transfer of all or any
part of such transferring Bank's interest under this Agreement.  To the extent
of any Permitted Commitment Assignment (but not in the event of any such
participation or other transfer) the applicable assignee shall have the same
rights and benefits against the Borrower as it would have had if it were a Bank
hereunder. Nothing contained herein shall impair the ability of any Bank, in its
discretion, to agree, solely as between


                                         -71-

<PAGE>

itself and its assignees, participants and other transferees, upon the manner in
which such Bank shall exercise its rights under this Agreement and the Notes
made to such Bank.

         (c)  In order to effect any assignment permitted hereunder by a Bank
of all or any portion of its Commitment hereunder, the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register (as defined below), an agreement
substantially in the form of EXHIBIT 10.06 hereto (an "ASSIGNMENT AND
ACCEPTANCE"), together with any Note or Notes subject to such assignment and a
processing and recordation fee of $2,500.  Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and 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 Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party
hereto).

         (d)  By executing and delivering an Assignment and Acceptance, the
Bank assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows:  (i) other than as provided
in such Assignment and Acceptance, such assigning Bank makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Bank makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with a copy of the Information Statement issued by the Borrower in connection
with the filing of the Form 10 (and any later statements delivered pursuant to
SECTION 7.01(g)(ii)) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Bank or any other Bank
and


                                         -72-

<PAGE>

based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; and (vi) such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this Agreement are
required to be performed by it as a Bank.

         (e)  The Administrative Agent shall maintain at its address referred
to in SECTION 10.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Banks and the Commitment of, and principal amount of the Advances owing to,
each Bank from time to time (the "REGISTER").  The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Banks may treat each Person whose
name is recorded in the Register as a Bank hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the Borrower or
any Bank at any reasonable time and from time to time upon reasonable prior
notice.

         (f)  Notwithstanding anything contained herein to the contrary, each
Bank may pledge its right, title and interest under this Agreement and any Note
made to it to the Board of Governors of the Federal Reserve System, or any other
governmental authority, as security for financial accommodations or privileges
being provided or extended to such Bank by such governmental authority.

         SECTION 10.07.  GOVERNING LAW.  This Agreement and the Notes shall be
governed by, and construed in accordance with, the internal laws (as
distinguished from the conflicts of laws rules) of the State of Illinois.

         SECTION 10.08.  EXECUTION IN COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement.

         SECTION 10.09.  SEVERABILITY.   Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to


                                         -73-

<PAGE>

the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Agreement.

         SECTION 10.10.  ENTIRE AGREEMENT.  This Agreement, taken together with
all of the other documents, instruments and certificates contemplated herein
(including the agreements referred to in SECTION 4.04(c)) to be delivered by the
Borrower, embodies the entire agreement and supersedes all prior agreements,
written and oral, relating to the subject matter hereof as among the Borrower,
the Banks parties hereto and the Administrative Agent.

         The duly authorized parties hereto have caused this Agreement to be
executed by their respective officers or agents, as of the date of this
Agreement.

                                  ALLEGIANCE CORPORATION



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


Attest:



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


                                  Address for Notice Purposes:
                                  1430 Waukegan Road
                                  McGaw Park, Illinois 60085
                                  Attention:  Treasurer
                                  Telephone: (847) 689-8410
                                  Telecopy:  (847) 578-4019


                                         -74-

<PAGE>

                                            THE ADMINISTRATIVE AGENT

                                            BANK OF AMERICA NATIONAL TRUST AND
                                              SAVINGS ASSOCIATION,
                                              as Administrative Agent



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

                                            Address for Notice Purposes:

                                            Credit/Documentation Issues:

                                              231 South LaSalle Street
                                              Chicago, Illinois 60697
                                              Attention:  William Sweeney

                                            Administrative Issues:

                                              1455 Market Street, 12th Floor
                                              San Francisco, California 94103
                                              Attention:   Agency Administrative
                                                           Services Unit #5596


                                         -75-

<PAGE>



 COMMITMENTS:                          THE BANKS
 -----------                           ---------

U.S. $27,400,000                       BANK OF AMERICA ILLINOIS


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



U.S. $24,200,000                       THE FIRST NATIONAL BANK
                                         OF CHICAGO, individually and
                                         as Syndication Agent and
                                         Co-Arranger


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



U.S. $24,200,000                       MORGAN GUARANTY TRUST COMPANY
                                         OF NEW YORK, individually and
                                         as Syndication Agent and
                                         Co-Arranger



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



U.S. $24,200,000                       NATIONSBANK OF TEXAS, N.A.,
                                         individually and
                                         as Documentation Agent and
                                         Co-Arranger



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


                                         -75-

<PAGE>

 COMMITMENTS:
 -----------

U.S. $15,000,000                       THE CHASE MANHATTAN BANK,
                                         individually and as Co-Agent



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



U.S. $15,000,000                       CREDIT LYONNAIS CHICAGO BRANCH,
                                         individually and as Co-Agent



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



U.S. $15,000,000                       CREDIT SUISSE, individually and
                                         as Co-Agent



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



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



U.S. $15,000,000                       DEUTSCHE BANK AG
                                         CHICAGO AND/OR CAYMAN ISLANDS
                                         BRANCHES, individually and
                                         as Co-Agent


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



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


                                         -77-

<PAGE>

U.S. $15,000,000                       THE SUMITOMO BANK, LIMITED,
                                         CHICAGO BRANCH
                                         individually and as Co-Agent



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



U.S. $15,000,000                       TORONTO DOMINION (TEXAS), INC.,
                                         individually and as Co-Agent



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



U.S. $10,000,000                       THE BANK OF TOKYO-MITSUBISHI, LTD.
                                         CHICAGO BRANCH



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



U.S. $10,000,000                       CITIBANK, N.A.



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



U.S. $10,000,000                       CAISSE NATIONALE DE CREDIT
                                         AGRICOLE



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


                                         -78-

<PAGE>

U.S. $10,000,000                       THE FUJI BANK, LIMITED



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



U.S. $10,000,000                       THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                         CHICAGO BRANCH



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



U.S. $10,000,000                       MELLON BANK, N.A.



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



U.S. $10,000,000                       THE NORTHERN TRUST COMPANY



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



U.S. $10,000,000                       PNC BANK, NATIONAL ASSOCIATION



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


                                         -79-

<PAGE>

U.S. $10,000,000                       UNION BANK OF SWITZERLAND,
                                         NEW YORK BRANCH


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



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


U.S. $10,000,000                       WACHOVIA BANK OF GEORGIA, N.A.



                                       By

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




U.S. $10,000,000                       WELLS FARGO BANK, N.A.



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


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

U.S. $300,000,000                      TOTAL


                                         -80-

<PAGE>

                                                 Exhibit 2.02 to
                                                 Credit Agreement dated
                                                 as of September 23, 1996



                                       FORM OF
                            NOTICE OF SYNDICATED BORROWING

                                      FACILITY B


Bank of America National Trust
  and Savings Association,
  as Administrative Agent for the
  Banks parties to the Credit
  Agreement referred to below
1455 Market Street, 12th Floor
San Francisco, California 94103
Attention:  Agency Administration Services
           Unit #5596

Ladies and Gentlemen:

         The undersigned, Allegiance Corporation, refers to the Credit
Agreement, dated as of September 23, 1996 (the "Credit Agreement," the terms
defined therein being used herein as therein defined), among Allegiance
Corporation, the Banks parties thereto and Bank of America National Trust and
Savings Association, as Administrative Agent, and hereby gives you notice,
irrevocably, pursuant to SECTION 2.02 of the Credit Agreement that the
undersigned hereby requests a Syndicated Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such
Syndicated Borrowing (the "Proposed Syndicated Borrowing") as required by
SECTION 2.02 of the Credit Agreement:

         (i)    The Business Day of the Proposed Syndicated Borrowing is
____________ , 19__.

         (ii)   The Type of Syndicated Advances comprising the Proposed
Syndicated Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

         (iii)  The aggregate amount of the Proposed Syndicated Borrowing is $
__________.

         (iv)   The Interest Period for each Syndicated Advance made as part of
the Proposed Syndicated Borrowing is ____ months] [____ days].

         (v)    The proceeds of the Proposed Syndicated Borrowing [will not be
used, directly or indirectly, to purchase or carry Margin Stock] [will be used
to purchase or carry Margin Stock.  A


<PAGE>

duly completed Form FR U-l (OMB No. 7100-0115), executed by a duly authorized
officer of the undersigned, accompanies this Notice of Syndicated Borrowing and
sets forth thereon the relevant information with respect to the use of the
proceeds of the Proposed Syndicated Borrowing].


                                       Very truly yours,

                                       ALLEGIANCE CORPORATION



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

<PAGE>

                                                 Exhibit 2.03 to
                                                 Credit Agreement dated
                                                 as of September 23, 1996


                                       FORM OF
                           NOTICE OF INTEREST RATE ELECTION

                                      FACILITY B


Bank of America National Trust
  and Savings Association,
  as Administrative Agent for the
  Banks parties to the Credit
  Agreement referred to below
1455 Market Street, 12th Floor
San Francisco, California 94103
Attention:  Agency Administration Services
           Unit #5596


Ladies and Gentlemen:

         The undersigned, Allegiance Corporation, refers to the Credit
Agreement, dated as of September 23, 1996 (the "Credit Agreement," the terms
defined therein being used herein as therein defined), among Allegiance
Corporation, the Banks parties thereto and Bank of America National Trust and
Savings Association, as Administrative Agent, and hereby gives you notice,
irrevocably, pursuant to SECTION 2.03 of the Credit Agreement of an interest
rate election, and in that connection sets forth below the information relating
to the affected Syndicated Borrowing (the "Affected Syndicated Borrowing") as
required by SECTION 2.03 of the Credit Agreement:

         (i)  The Affected Syndicated Borrowing is the following:

         (a) Type:_____________________________________________
         (b) Last Day of Present Interest Period:______________
         (c) Aggregate Amount: $_______________________________

         (ii)  The portion of such Affected Syndicated Borrowing to be
Converted is: $______________________.

         (iii)  Business Day of the Conversion in respect of the Affected
Syndicated Borrowing is ____________ , 19__.

<PAGE>

         (iv)  Upon giving effect to the Conversion,

         (a)  the portion of the Affected Syndicated Borrowing that is
    Converted shall be comprised of [Base Rate Advances] [Eurodollar Rate
    Advances], each having an Interest Period of __________________; and

         (b)  the portion of the balance of the Affected Syndicated Borrowing
    shall continue to have the Type and Interest Period specified in clause (i)
    above.



                                       Very truly yours,

                                       ALLEGIANCE CORPORATION



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

<PAGE>

                                                 Exhibit 3.02 to
                                                 Credit Agreement dated
                                                 as of September 23, 1996


                        FORM OF COMPETITIVE BID QUOTE REQUEST

                                      FACILITY B


Bank of America National Trust
  and Savings Association,
  as Administrative Agent for the
  Banks parties to the Credit
  Agreement referred to below
1455 Market Street, 12th Floor
San Francisco, California 94103
Attention:  Agency Administration Services
           Unit #5596

Ladies and Gentlemen:

         The undersigned, Allegiance Corporation, refers to the Credit
Agreement, dated as of September 23, 1996 (the "Credit Agreement," the terms
defined therein being used herein as therein defined), among Allegiance
Corporation, the Banks parties thereto and Bank of America National Trust and
Savings Association, as Administrative Agent, and hereby gives you notice
pursuant to SECTION 3.02 of the Credit Agreement that the undersigned requests
Competitive Bid Quotes for the following proposed Competitive Bid Borrowing(s)
(the "Proposed Borrowings"):

         (i)    The Business Day of the Proposed Borrowings is
____________, 19__.

         (ii)   The Type of Advances with respect to which Competitive Bid
Quotes are hereby requested are:

     Aggregate Principal        Type of       Interest Period
     Amount of Borrowing        Advances       for Advances
    -------------------        --------      ---------------




         (iii)  Where the Type of Advance is specified to be a Eurodollar Bid
Rate Advance, each quoting Bank is requested to quote a Competitive Bid Margin
in relation to the Eurodollar Rate to be determined for the applicable Interest
Period.  Where the Type of Advance is specified to be an Absolute Rate Advance,
each quoting Bank is requested to quote an Absolute Rate.

         (iv)   The Administrative Agent is hereby requested to advise [all of
the Banks] [the Banks specified below] of the request for Competitive Bid Quotes
set forth herein.

<PAGE>

          (v)  The proceeds of the Proposed Borrowing [will not
be used, directly or indirectly, to purchase or carry Margin
Stock] [will be used to purchase or carry Margin Stock.  A pro
forma draft of the Form FR U-l (OMB No. 7100-0015) which will be
executed and delivered by a duly authorized officer of the
undersigned in the event that the undersigned issues a Notice of
Competitive Bid Borrowing in connection with this Competitive Bid
Quote Request accompanies this Competitive Bid Quote Request and
sets forth thereon the relevant information with respect to the
use of the proceeds of the Proposed Borrowing].  


                              ALLEGIANCE CORPORATION



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



<PAGE>
 
                                        Exhibit 3.04 to         
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


                  FORM OF COMPETITIVE BID QUOTE

                            FACILITY B


Bank of America National Trust
  and Savings Association,
  as Administrative Agent for the
  Banks parties to the Credit 
  Agreement referred to below 
1455 Market Street, 12th Floor
San Francisco, California 94103
Attention:  Agency Administration Services
            Unit #5596

Ladies and Gentlemen:

          The undersigned refers to the Credit Agreement, dated
as of September 23, 1996 (the "Credit Agreement," the terms
defined therein being used herein as therein defined), among
Allegiance Corporation, the Banks parties thereto and Bank of
America National Trust and Savings Association, as Administrative
Agent, and hereby notifies you of, and requests that you forward
to Allegiance Corporation, on our behalf, pursuant to
SECTION 3.04 of the Credit Agreement, the following Competitive
Bid Quotes on the following terms:  

          (i)  Quoting Bank:
                            ---------------------------. 

          (ii)  Person to contact at the Quoting Bank:  

                    Name:
                         --------------------
                    Telephone:
                              ---------------
                    Telecopy:
                             ----------------
                    Telex:
                          -------------------

          (iii)  Proposed Borrowing Date: 
                                          ----------------------.

          (iv)  We hereby offer to make Competitive Bid Advances
in the following principal amounts, for the following Interest
Periods and at the following rates:  

     Principal      Interest     [Competitive     [Absolute  
      Amount         Period      Bid Margin*]        Rate  ] 
    ----------     ----------   -------------     -----------




- -------------------
*  Specify whether the Competitive Bid Margin is to be added to
or subtracted from the Eurodollar Rate applicable to such
Interest Period.


<PAGE>


PROVIDED that the aggregate principal amount with respect to
which the Company may accept offers in connection with this
Competitive Bid Quote shall not exceed $____________________.  

          We understand and agree that the offer(s) set forth
above, subject to the satisfaction of the applicable conditions
set forth in the Credit Agreement, irrevocably obligate(s) us to
make the Competitive Bid Advance(s) for which any such offer is
accepted, in whole or in part.  

                              [NAME OF BANK]



Dated:                        By:
      ---------------------      -------------------------------
                                 Authorized Officer 


<PAGE>

                                        Exhibit 3.06 to         
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


           FORM OF NOTICE OF COMPETITIVE BID BORROWING

                            FACILITY B


Bank of America National Trust
  and Savings Association,
  as Administrative Agent for the
  Banks parties to the Credit 
  Agreement referred to below 
1455 Market Street, 12th Floor
San Francisco, California 94103
Attention:  Agency Administration Services
            Unit #5596

Ladies and Gentlemen:  

          The undersigned, Allegiance Corporation, refers to the
Credit Agreement, dated as of September 23, 1996 (the "Credit
Agreement," the terms defined therein being used herein as
therein defined), among Allegiance Corporation, the Banks parties
thereto and Bank of America National Trust and Savings
Association, as Administrative Agent, and hereby gives you
notice, irrevocably, pursuant to SECTION 3.06 of the Credit
Agreement that the undersigned requests a Competitive Bid
Borrowing under the Credit Agreement and in that connection sets
forth below the information relating to such Competitive Bid
Borrowing (the "Proposed Borrowing") as required by SECTION 3.06
of the Credit Agreement:

          (i)  The Business Day of the Proposed Borrowing is
_________________, 19__.


          (ii)  The aggregate principal amount of Competitive Bid
Advances, the Types thereof and the Interest Periods therefor
that have been offered to the undersigned by Banks submitting
Competitive Bid Quotes and that by this notice are hereby
accepted, subject to the terms and conditions of the Credit
Agreement, are set forth below:  

     Aggregate Principal        Type of        Interest
     Amount of Borrowing        Advance         Period 
     -------------------        -------        --------





          (iii)  The undersigned acknowledges and agrees that, by
this notice, it irrevocably accepts the offers made by the Banks
which shall have submitted Competitive Bid Quotes to the extent
that the principal amount offered by each such Bank, together
with the principal amount offered by all other such Banks in
connection therewith, does not exceed the respective amounts set

<PAGE>




forth above.  As among such Banks, the offers made are accepted
in the ascending order of Competitive Bid Margin or Absolute
Rate, as the case may be.  

          (iv)  The proceeds of the Proposed Borrowing [will not
be used, directly or indirectly, to purchase or carry Margin
Stock] [will be used to purchase or carry Margin Stock.  A duly
completed Form FR U-l (OMB No. 7100-0115), executed by a duly
authorized officer of the undersigned, accompanies this Notice of
Competitive Bid Borrowing and sets forth thereon the relevant
information with respect to the use of the proceeds of the
Proposed Borrowing].  

                              ALLEGIANCE CORPORATION



                              By:
                                 -------------------------------
                                 Title:   
 
<PAGE>



                                        Exhibit 4.16(a) to      
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


                     FORM OF SYNDICATED NOTE 

                            FACILITY B


$                                                   , 1996
 ------------                            -----------

          FOR VALUE RECEIVED, the undersigned, Allegiance
Corporation, a Delaware corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of ______________ (the "Bank") for
the account of its Applicable Lending Office (as defined in the
Credit Agreement, as hereinafter defined) on the Termination Date
(as defined in the Credit Agreement) the principal amount of each
Syndicated Advance (as defined below) made by the Bank to the
Borrower pursuant to the Credit Agreement.  The Borrower promises
to pay interest on the unpaid principal amount of each Syndicated
Advance from the date of such Syndicated Advance until such
principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.  

          Both principal and interest are payable in lawful money
of the United States of America to Bank of America National Trust
and Savings Association, as Administrative Agent, not later than
12:00 noon (Chicago time) on the date when due at 1850 Gateway
Boulevard, Concord, California 94520, in same day funds.  All
Syndicated Advances made by the Bank to the Borrower, the
respective Interest Periods therefor, all Conversions thereof,
and all payments made on account of principal thereof, shall be
recorded by the Bank and shall be endorsed on the grid attached
hereto (which is part of this Syndicated Note) prior to any
transfer of this Syndicated Note.  Failure by the Bank to record
on this Syndicated Note any Syndicated Advance or payment shall
not relieve the Borrower of any obligation with respect to such
Syndicated Advance or payment. 

          This Syndicated Note is one of the Notes referred to
in, and is entitled to the benefits of, the Credit Agreement (the
"Credit Agreement") dated as of September 23, 1996 among the
Borrower, the Bank, the other banks referred to therein and Bank
of America National Trust and Savings Association, as
Administrative Agent.  The Credit Agreement, among other things,
(i) provides in ARTICLE II thereof for the making and maintaining
of advances ("Syndicated Advances") by the Bank to the Borrower
from time to time in an aggregate amount not to exceed at any
time outstanding the Bank's Commitment (as defined in the Credit
Agreement) and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and
also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.  

<PAGE>


          This Syndicated Note shall be governed by, and
construed in accordance with, the internal laws (as distinguished
from the conflicts of laws rules) of the State of Illinois. 

                              ALLEGIANCE CORPORATION  



                              By:
                                 -----------------------------
                                 Title:  
 
<PAGE>



                                             Syndicated Note Grid



          ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL

- ------------------------------------------------------------------
                                   Amount of 
      Amount            Conversion Principal   Unpaid 
        of      Type of     of      Paid or   Principal  Notation
Date  Advance   Advance   Advance   Prepaid    Balance    Made By
- ------------------------------------------------------------------

- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
- ------------------------------------------------------------------
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<PAGE>

                                        Exhibit 4.16(b) to      
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


                   FORM OF COMPETITIVE BID NOTE

                            FACILITY B

                                     , 1996
                          -----------


          FOR VALUE RECEIVED, the undersigned, Allegiance
Corporation, a Delaware corporation (the "Borrower"), HEREBY
PROMISES TO PAY to the order of _______________ (the "Bank") for
the account of its Applicable Lending Office (as defined in the
Credit Agreement, as hereinafter defined) the principal amount of
each Competitive Bid Advance (as defined below) made by the Bank
to the Borrower pursuant to the Credit Agreement on the last day
of the Interest Period (as defined in the Credit Agreement) for
such Competitive Bid Advance.  The Borrower promises to pay
interest on the unpaid principal amount of each Competitive Bid
Advance from the date of such Competitive Bid Advance until such
principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money
of the United States of America to Bank of America National Trust
and Savings Association, as Administrative Agent, not later than
12:00 noon (Chicago time) on the date when due at 1850 Gateway
Boulevard, Concord, California 94520, in same day funds.  All
Competitive Bid Advances made by the Bank to the Borrower, and
the respective maturities thereof, and all payments made on
account of principal thereof, shall be recorded by the Bank and
shall be endorsed on the grid attached hereto (which is part of
this Competitive Bid Note) prior to any transfer of this
Competitive Bid Note.  Failure by the Bank to record on this
Competitive Bid Note any Competitive Bid Advance or payment shall
not relieve the Borrower of any obligation with respect to such
Competitive Bid Advance or payment.  

          This Competitive Bid Note is one of the Notes referred
to in, and is entitled to the benefits of, the Credit Agreement
(the "Credit Agreement") dated as of September 23, 1996, among
the Borrower, the Bank, the other banks referred to therein and
Bank of America National Trust and Savings Association, as
Administrative Agent.  The Credit Agreement, among other things,
(i) provides in ARTICLE III thereof for the making and
maintaining of advances ("Competitive Bid Advances") by the Bank
to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the aggregate Commitment (as
defined in the Credit Agreement) of all banks parties to the
Credit Agreement and (ii) contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events

<PAGE>



and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein
specified.  

          This Competitive Bid Note shall be governed by, and
construed in accordance with, the internal laws (as distinguished
from the conflicts of laws rules) of the State of Illinois.  

                              ALLEGIANCE CORPORATION



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



<PAGE>
 
                                            Competitive Note Grid



          ADVANCES, MATURITIES AND PAYMENTS OF PRINCIPAL

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      Amount             Maturity  Principal   Unpaid 
        of      Type of     of      Paid or   Principal  Notation
Date  Advance   Advance   Advance   Prepaid    Balance    Made by
- ------------------------------------------------------------------------
 
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<PAGE>

                                        Exhibit 5.01(a)(v)(A) to  
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


                             FORM OF
               OPINION OF COUNSEL FOR THE BORROWER

                            FACILITY B

                              [Date]


To each of the Banks parties
  to the Credit Agreement
  described below, and to 
  Bank of America National 
  Trust and Savings Association,
  as Administrative Agent

Ladies and Gentlemen:  

          This opinion is furnished to you pursuant to
Section 5.01(a)(v)(A) of the Credit Agreement dated as of
September 23, 1996 (the "Credit Agreement") among Allegiance
Corporation (the "Borrower"), the Banks parties thereto, and Bank
of America National Trust and Savings Association, as
Administrative Agent.  Terms defined in the Credit Agreement are
used herein as therein defined.  

          I am General Counsel of the Borrower.  I have acted as
counsel for the Borrower in connection with the preparation,
execution and delivery of the Credit Agreement.  

          In that connection I have examined:  

          (1)  The Credit Agreement.  

          (2)  The Certificate of Incorporation of the Borrower
and all amendments thereto (the "Charter").  

          (3)  The by-laws of the Borrower and all amendments
thereto (the "By-laws").  

          (4)  Certificates of the Secretaries of State of
Delaware, dated ________________, 1996, and Illinois, dated 
__________, 1996, each attesting to the continued corporate 
existence and good standing of the Borrower in such State.  

          (5)  All of the other documents furnished by the 
Borrower pursuant to Section 5.01 of the Credit Agreement.  

          I have also examined the originals, or copies certified
to my satisfaction, of the documents listed in a certificate of
the chief financial officer of the Borrower, dated the date
hereof (the "Certificate") and attached hereto as Exhibit A,
certifying that the documents listed in such certificate are all
of the indentures, loan or credit agreements, leases, mortgages,


<PAGE>


security agreements, bonds, notes and other agreements or
instruments, and all of the orders, writs, judgments, awards,
injunctions and decrees, which affect or purport to affect the
Borrower's right to borrow money or the Borrower's obligations
under the Credit Agreement or the Notes.  In addition, I have
examined the originals, or copies certified to my satisfaction,
of such other corporate records of the Borrower, certificates of
public officials and of officers of the Borrower, and agreements,
instruments and documents, as I have deemed necessary as a basis
for the opinions hereinafter expressed.  As to questions of fact
material to such opinions, I have, when relevant facts were not
independently established by me, relied upon certificates of the
Borrower or its officers or of public officials.  I have assumed
the due execution and delivery, pursuant to due authorization, of
the Credit Agreement by the Banks and the Administrative Agent. 
Based upon the foregoing, I am of the opinion that:  

          1.  The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite authority to
conduct its business in each jurisdiction in which the failure so
to qualify would have a material adverse effect on the business,
properties, assets, operations or condition (financial or
otherwise) of the Borrower.  

          2.  The execution, delivery and performance by the
Borrower of the Credit Agreement and the Notes are within the
Borrower's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) the Charter
or the By-laws or (ii) any law, rule or regulation applicable to
the Borrower or (iii) any contractual or legal restriction
binding on or affecting the Borrower contained in any document,
order, writ, judgment, award, injunction or decree listed in the
Certificate or, to the best of my knowledge, contained in any
other similar document or any other order, writ, judgment, award,
injunction or decree.  The Credit Agreement and the Notes have
been duly executed and delivered on behalf of the Borrower.  If a
Borrowing were to occur on this date in accordance with the terms
of the Credit Agreement, and assuming the statements made in
SECTION 6.01(h) of the Credit Agreement remained true and correct
after giving effect to the application of the proceeds of such
Borrowing, such Borrowing would not violate Regulation U or X of
the Board of Governors of the Federal Reserve System.  

          3.  No authorization, approval or other action by, and
no notice to or filing with, any governmental authority or
regulatory body or any other Person is required for the due
execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes. 

          4.  There is no pending or, to the best of my
knowledge, threatened action or proceeding against the Borrower
or any of its Subsidiaries before any court, governmental agency
or arbitrator which is likely to have a materially adverse effect
upon the financial condition or operations of the Borrower or any

<PAGE>


of its Subsidiaries or which purports to affect the legality,
validity or enforceability of the Credit Agreement or the Notes. 

          5.  The Borrower is not (i) an "investment company,"
(ii) a company "controlled" by an "investment company" which is
registered under the Investment Company Act of 1940, as amended,
or (iii) to the best of my knowledge, a company "controlled" by
any other "investment company" within the meaning of the
Investment Company Act of 1940, as amended.  

          I express no opinion as to (i) Sections 4.17 and 10.05
of the Credit Agreement insofar as they provide that any Bank
purchasing a participation from another Bank pursuant thereto may
exercise set-off or similar rights with respect to such
participation or that any Affiliate of a Bank may exercise
set-off or similar rights with respect to such Bank's claims
under the Credit Agreement or the Notes, (ii) Section 4.15(c) or
10.04(c) insofar as those Sections may be construed as requiring
that the Borrower indemnify any Bank or the Administrative Agent
with respect to any claim, damage, liability or expense incurred
as a result of any violation of law by such Bank or the
Administrative Agent, and (iii) the effect of the law of any
jurisdiction other than the State of Illinois wherein any Bank
may be located or wherein enforcement of the Credit Agreement or
the Notes may be sought which limits the rates of interest
legally chargeable or collectible.  

          I am aware that Sidley & Austin will rely upon this
opinion in rendering their opinion furnished pursuant to
Section 5.01 of the Credit Agreement. 

          This opinion is limited to the matters expressly set
forth herein, and no opinion is implied or may be inferred beyond
the matters expressly set forth herein.  This opinion speaks as
of the date hereof and I assume no obligation to supplement the
foregoing opinion if any applicable laws change after the date
hereof or if I become aware of any facts which might change such
opinion after the date hereof.  The opinions expressed herein are
being delivered to you in connection with the transactions
described hereinabove and are solely for your benefit in
connection with the transactions described hereinabove and may
not be relied on in any manner or for any purpose by any other
person, nor any copies published, communicated or otherwise made
available in whole or in part to any other person or entity
without my specific prior written consent, except that you may
furnish copies thereof (i) to any of your permitted successors
and assigns (including prospective assignees and participants) in
respect of the Credit Agreement and the Syndicated Notes, (ii) to
your independent auditors and attorneys, (iii) upon the request
of any state or federal authority or official having regulatory
jurisdiction over you, and (iv) pursuant to order or legal
process of any court or governmental agency. 

                              Very truly yours, 



<PAGE>
 
                                        Exhibit 5.01(a)(v)(B)     
                                        Credit Agreement dated as 
                                        of September 23, 1996     
   

                             FORM OF
                    OPINION OF SIDLEY & AUSTIN

                            FACILITY B

[Date] 

 To the Banks parties to the Credit 
   Agreement and Listed on Schedule I hereto:

 Ladies and Gentlemen:  

          We have acted as special counsel to Allegiance
Corporation (the "Borrower") in connection with the preparation,
execution and delivery of the Credit Agreement dated as of
September 23, 1996 (the "Credit Agreement") among the Borrower,
the banks parties thereto (the "Banks"), and Bank of America
National Trust and Savings Association, as Administrative Agent
(the "Administrative Agent").  All capitalized terms used in this
opinion shall have the meanings attributed to them in the Credit
Agreement.  

          In that connection we have reviewed the following
documents:  

          (1)  Counterparts of the Credit Agreement, purportedly
executed by each of the parties thereto; 

          (2)  The Syndicated Notes, executed by the Borrower and
payable to the order of each of the Banks; 

          (3)  The Competitive Bid Notes, executed by the
Borrower and payable to the order of each of the Banks; and

          (4)  The opinion of William Feather, General Counsel of
the Borrower, and the other documents furnished by the Borrower
pursuant to Section 5.01 of the Credit Agreement.  

          In our examination of the documents referred to above,
we have assumed the authenticity of all such documents submitted
to us as originals, the genuineness of all signatures, the due
authority of the parties executing such documents, and the
conformity to the originals of such documents submitted to us as
copies.  We have assumed that each of the Banks, the
Administrative Agent and the Borrower has duly executed and
delivered the Credit Agreement, in each case with all necessary
power and authority (corporate and otherwise).  To the extent
that our opinions expressed below involve conclusions as to the
matters set forth in the opinion of counsel referred to in item
(4) above, we have assumed without independent investigation the
correctness of the opinions set forth therein (other than the

<PAGE>

opinion set forth in paragraph 4 thereof).  In addition, we have
assumed that there are no written or oral terms or conditions
agreed to by the Borrower, and any or all of the Administrative
Agent and/or any of the Banks which could vary the truth,
completeness, correctness, validity or effect of the Credit
Agreement or the Notes.  

          Based upon the foregoing examination of documents and
the assumptions set forth herein and upon such investigation as
we have deemed necessary, we are of the opinion that, under the
law of the State of Illinois, the Credit Agreement and the Notes
are the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their
respective terms.  

          Our opinion is subject to the following qualifications: 


          (a)  Our opinion is subject to the effect of applicable
bankruptcy, insolvency, moratorium, receivership, reorganization
or similar laws affecting the enforcement of creditors' rights
generally and to the effect of general equitable principles
(whether considered in a proceeding in equity or at law).  In
applying such principles, a court, among other things, might not
allow a creditor to accelerate the maturity of a debt upon the
occurrence of a default deemed immaterial or might decline to
order a debtor to perform covenants.  Such principles applied by
a court might include a requirement that a creditor act with
reasonableness and in good faith.  

          (b)  Our opinion is limited to the internal (as opposed
to conflicts of laws) laws of the State of Illinois, and we do
not express any opinion herein concerning any other law. Without
limiting the generality of the forgoing, we express no opinion as
to the effect upon the obligations of the Borrower of (i) any law
of any jurisdiction other than the State of Illinois wherein any
Bank may be located or wherein enforcement of the Credit
Agreement or the Notes may be sought or (ii) the legal or
regulatory status of any of the Banks or the authority of any of
the Banks to conduct business in any jurisdiction.

          (d)  We express no opinion as to (i) Sections 4.17 and
10.05 of the Credit Agreement, insofar as they provide that any
Bank purchasing a participation from another Bank pursuant
thereto may exercise set-off or similar rights with respect to
such participation or that any Affiliate of a Bank may exercise
set-off or similar rights with respect to such Bank's claims
under the Credit Agreement or the Notes or (ii) Section 4.15(c)
or 10.04(c), insofar as those Sections may be construed as
requiring that the Borrower indemnify any Bank or the
Administrative Agent with respect to any claim, damage, liability
or expense incurred as a result of any violation of law by such
Bank or the Administrative Agent.

          This opinion is limited to the matters expressly set
forth herein, and no opinion is implied or may be inferred beyond
the matters expressly set forth herein.  This opinion speaks as
of the date hereof and we assume no obligation to supplement the
foregoing opinion if any applicable laws change after the date

<PAGE>


hereof or if we become aware of any facts which might change such
opinion after the date hereof.  The opinions expressed herein are
being delivered to you in connection with the transactions
described hereinabove and are solely for your benefit in
connection with the transactions described hereinabove and may
not be relied on in any manner or for any purpose by any other
person, nor any copies published, communicated or otherwise made
available in whole or in part to any other person or entity
without our specific prior written consent, except that you may
furnish copies thereof (i) to any of your permitted successors
and assigns (including prospective assignees and participants) in
respect of the Credit Agreement and the Syndicated Notes, (ii) to
your independent auditors and attorneys, (iii) upon the request
of any state or federal authority or official having regulatory
jurisdiction over you, and (iv) pursuant to order or legal
process of any court or governmental agency.

                              Very truly yours,

                              [Sidley & Austin] 


<PAGE>

 
                                        Exhibit 7.01(g)(ii) to  
                                        Credit Agreement dated  
                                        as of September 23, 1996  
 


                             FORM OF
              CERTIFICATE OF INDEPENDENT ACCOUNTANTS

                            FACILITY B

                              [Date]

Allegiance Corporation
1430 Waukegan Road
McGaw Park, Illinois  60085 

Gentlemen:  

          We have examined the consolidated balance sheet of
Allegiance Corporation and subsidiaries as of December 31, 19__,
and the related consolidated statements of income, stockholders'
equity and cash flows for the year then ended, and have issued
our report thereon dated ________, 19__  .  Our examination was
made in accordance with generally accepted auditing standards
and, accordingly, included such tests of the accounting records
and such other auditing procedures as we considered necessary in
the circumstances.  

          In connection with our examination, nothing came to our
attention that caused us to believe that Allegiance Corporation
is not in compliance with the covenants of Section 7.01(i) or
7.02(b) of the Credit Agreement dated as of September 23, 1996
among Allegiance Corporation, the Banks parties thereto, and Bank
of America National Trust and Savings Association, as
Administrative Agent.  However, it should be noted that our
examination was not directed primarily toward obtaining knowledge
of such noncompliance.  

                              Very truly yours,

                              [Price Waterhouse] 


<PAGE>

                                                 Exhibit 10.06 to
                                                 Credit Agreement
                                                 dated as of September 23, 1996


                                       FORM OF
                              ASSIGNMENT AND ACCEPTANCE

                              Dated ___________, 19__

    Reference is made to that certain Credit Agreement (Facility B) dated as of
September 23, 1996 (the "Credit Agreement") among Allegiance Corporation, a
Delaware corporation (the "Borrower"), certain "Banks" parties thereto, certain
"Co-Arrangers" parties thereto and Bank of America National Trust and Savings
Association, as administrative agent for the Banks (the "Administrative Agent").
Terms defined in the Credit Agreement are used herein with the same meaning.

__________________ (the "Assignor") and ____________ (the "Assignee") agree as
follows:

    1.   The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
all of the Assignor's rights and obligations under the Credit Agreement as of
the date hereof which represents the percentage interest specified on Schedule 1
of all outstanding rights and obligations under the Credit Agreement, including
without limitation, such interest in the Assignor's Commitment [,] [and] the
[Syndicated] Advances owing to the Assignor [, and the [Syndicated] Note[s] held
by the Assignor].  After giving effect to such sale and assignment, the
Assignee's Commitment and the amount of the Advance owing to the Assignee will
be as set forth in Section 2 of Schedule 1.

    2.   The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; [and] (iii) makes no representation or warranty and assumes no
responsibility  with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto
[; and (iv) attaches the [Syndicated] Note[s] referred to in paragraph 1 above
and requests that the Administrative Agent exchange such [Syndicated] Note[s]
for [a] new Note[s] payable to the order of the Assignee [which, in the case of
the Syndicated Note, shall be

<PAGE>

in an amount equal to the Commitment assumed by the Assignee pursuant hereto or
new Syndicated Notes payable to the order of the Assignee in an amount equal to
the Commitment assumed by the Assignee pursuant hereto and the Assignor in an
amount equal to the Commitment retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto].

    3.   The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with a copy of the Information Statement issued by the
Borrower in connection with the filing of the Form 10, copies of the financial
statements referred to in SECTION 7.01(g)(ii) of the Credit Agreement, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Assignor or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Bank [and] (v)
specifies as its Applicable Lending Offices and address for notices the offices
set forth beneath its name on the signature pages hereof [and (vi) attaches the
forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee's status for purposes of establishing complete exemption from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement [and the Notes] or such other documents as
are necessary to indicate that none of such payments shall be subject to United
States withholding taxes by reason of the applicable tax treaty].(1)

    4.   Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent.  The effective date (the
"Effective Date") of this Assignment and Acceptance shall be the later to occur
of the date of acceptance hereof by the Administrative Agent and the date that
is specified in Section 3 of Schedule 1.

    5.   Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent

- -------------------------
(1)  If the Assignee is organized under the laws of a jurisdiction outside the
United States.

<PAGE>

provided in this Assignment and Acceptance, have the rights and obligations of a
Bank thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

    6.   Upon such acceptance and recording by the Administrative Agent, from
and after the Effective Date, the Administrative Agent shall make all payments
under the Credit Agreement [and the Notes] in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
facility and utilization fees with respect thereto) to the Assignee.  The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement [and the Notes] for periods prior to the Effective Date
directly between themselves.

    7.   This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

    IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.


<PAGE>

                                      Schedule 1
                                          to
                              Assignment and Acceptance
                                  Dated ______, 1996

SECTION 1.

    Percentage Interest:___________%

SECTION 2.

    Assignee's Commitment:   $_____________
    Aggregate Outstanding Principal
      Amount of Syndicated Advances
      owing to the Assignee  $_____________
    Aggregate Outstanding Principal
      Amount to Competitive Bid Advances
      owing to the Assignee  $_____________

    [A Syndicated Note payable to the order of the Assignee
                        Dated: __________, 19___
                                  Principal amount: _________]
    [A Syndicated Note payable to the order of the Assignor
                        Dated: __________, 19___
                                  Principal amount: _________]
    [A Competitive Bid Note payable to the order of the Assignee
                        Dated: __________, 19___
                                  Principal amount: _________]

SECTION 3.

    Requested Effective Date:(2) ______________________, 19___

                                       [NAME OF ASSIGNOR]

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



- --------------------
(2)  The actual Effective Date shall be determined in accordance with Section 4
of the Assignment and Acceptance Agreement.

<PAGE>

                                       [NAME OF ASSIGNEE]

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

                                       APPLICABLE LENDING OFFICES:

                                                 [Specify]

                                       ADDRESSES FOR PURPOSES OF
                                       NOTICE:

                                                 [Specify]

Accepted this _________ day
of ________, 19___

BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION, as
  Administrative Agent

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

[Acknowledge and Agreed this
____ day of ________, 19___

ALLEGIANCE CORPORATION

By:
   ---------------------------
   Title:](3)





- --------------------
(3)  If required by the terms of the Credit Agreement.


<PAGE>

                                                 Schedule 1.01 to
                                                 Credit Agreement dated
                                                 as of September 23, 1996


<PAGE>

                       LENDING OFFICE ADDRESSES

                       Domestic Lending        Eurocurrency Lending
      Bank                   Office                  Office
      ----             ----------------        --------------------

Bank of America        200 W. Jackson Blvd.    200 W. Jackson Blvd.
Illinois               9th Floor               9th Floor
                       Chicago, IL  60697      Chicago, IL  60697


The Bank of Tokyo-     227 W. Monroe Street    227 W. Monroe Street
Mitsubishi, Ltd.       Suite 2300              Suite 2300
Chicago Branch         Chicago, IL  60606      Chicago, IL  60606


Caisse Nationale       55 E. Monroe Street     55 E. Monroe Street
de Credit Agricole     Suite 4700              Suite 4700
                       Chicago, IL  60603      Chicago, IL  60603


The Chase              270 Park Avenue         270 Park Avenue
Manhattan Bank         New York, NY  10017     New York, NY  10017


Citibank, N.A.         1 Court Square          1 Court Square
                       7th Floor               7th Floor
                       Long Island, NY  11120  Long Island, NY  11120


Credit Lyonnais        227 W. Monroe Street    227 W. Monroe Street
Chicago Branch         Suite 3800              Suite 3800
                       Chicago, IL  60606      Chicago, IL  60606


Credit Suisse          12 E. 49th Street       12 E. 49th Street
                       New York, NY  10017     New York, NY  10017


Deutsche Bank AG       227 W. Monroe           31 W. 52nd Street
Chicago and/or         Suite 4350              New York, NY  10019
Cayman Islands         Chicago, IL  60606
Branches


The First National     One First National      One First National
Bank of Chicago        Plaza                   Plaza
                       Chicago, IL  60670      Chicago, IL  60670


The Fuji Bank,         225 W. Wacker Drive     225 W. Wacker Drive
Limited                Suite 2000              Suite 2000
                       Chicago, IL  60606      Chicago, IL  60606


The Industrial         227 W. Monroe Street    227 W. Monroe Street
Bank of Japan,         Suite 2600              Suite 2600
Limited                Chicago, IL  60606      Chicago, IL  60606
Chicago Branch

<PAGE>

Mellon Bank, N.A.      3 Mellon Bank Center    3 Mellon Bank Center
                       Mail Code 153-2305      Mail Code 153-2305
                       Pittsburgh, PA  15258   Pittsburgh, PA  15258


Morgan Guaranty Trust  60 Wall Street          60 Wall Street
Company of New York    New York, NY  10260     New York, NY  10260


NationsBank of         901 Main Street         901 Main Street
Texas, N.A.            Dallas, TX  75202       Dallas, TX  75202


The Northern Trust     50 S. LaSalle Street    50 S. LaSalle Street
Company                Chicago, IL  60675      Chicago, IL  60675


PNC Bank,              500 W. Madison Street   500 W. Madison Street
National               Suite 3140              Suite 3140
Association            Chicago, IL  60661      Chicago, IL  60661


The Sumitomo Bank,     233 S. Wacker Drive     233 S. Wacker Drive
Limited, Chicago       Suite 4800              Suite 4800
Branch                 Chicago, IL  60606      Chicago, IL  60606


Toronto Dominion       909 Fannin Street       909 Fannin Street
(Texas), Inc.          17th Floor              17th Floor
                       Houston, TX  77010      Houston, TX  77010


Union Bank of          299 Park Avenue         299 Park Avenue
Switzerland, New       New York, NY  10171     New York, NY  10171
York Branch


Wachovia Bank of       191 Peachtree Street,   191 Peachtree Street
Georgia, N.A.          N.E.                    N.E.
                       Atlanta, GA  30303      Atlanta, GA  30303


Wells Fargo Bank,     201 Third Street         201 Third Street
N.A.                  MAC 0187-081             MAC 0187-081
                      San Francisco, CA  94103 San Francisco, CA  94103
