Four-Year Credit Agreement – Baxter International Inc.

U.S. $1,500,000,000

FOUR-YEAR CREDIT AGREEMENT

Dated as of June 17, 2011

among

BAXTER INTERNATIONAL INC.

as Borrower

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Banks

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent

and

BANK OF AMERICA, N.A.
and
CITIBANK, N.A.

as Syndication Agents

and

J.P. MORGAN SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
CITIGROUP GLOBAL MARKETS INC.

as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS



ARTICLE I	DEFINITIONS	1

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Computation of Time Periods	17
SECTION 1.03.	Accounting Terms and Principles	17

ARTICLE II	THE SYNDICATED BORROWING FACILITY	18

SECTION 2.01.	The Syndicated Borrowing Facility	18
SECTION 2.02.	Making the Syndicated Advances	18
SECTION 2.03.	Method of Electing Interest Rates	19
SECTION 2.04.	Determination of Dollar Amounts; Required Payments; Termination	20
SECTION 2.05.	Increase in Aggregate Commitment	21

ARTICLE III	THE COMPETITIVE BID BORROWING FACILITY	22

SECTION 3.01.	The Competitive Bid Facility	22
SECTION 3.02.	Competitive Bid Quote Request	22
SECTION 3.03.	Invitation for Competitive Bid Quotes	23
SECTION 3.04.	Submission and Contents of Competitive Bid Quotes.	23
SECTION 3.05.	Notice to the Borrower	25
SECTION 3.06.	Acceptance and Notice by the Borrower	25
SECTION 3.07.	Allocation by Administrative Agent	26
SECTION 3.08.	Notification of Acceptances to the Affected Banks	26
SECTION 3.09.	Funding of Competitive Bid Advances	26

ARTICLE IV	THE LETTER OF CREDIT FACILITY	27

SECTION 4.01.	Obligation to Issue	27
SECTION 4.02.	Types and Amounts	27
SECTION 4.03.	Conditions	28
SECTION 4.04.	Procedure for Issuance of Letters of Credit.	28
SECTION 4.05.	Letter of Credit Participation	29
SECTION 4.06.	Reimbursement Obligation	30
SECTION 4.07.	Issuing Bank Charges	30
SECTION 4.08.	Issuing Bank Reporting Requirements	30
SECTION 4.09.	Indemnification; Exoneration	31

ARTICLE V	GENERAL TERMS	32

SECTION 5.01.	Illegality; Interest Rate Inadequate or Unfair	32
SECTION 5.02.	Effect of Notice of Borrowing; Maximum Number of Borrowings	34
SECTION 5.03.	Effect of Failure to Borrow or Fund	34
SECTION 5.04.	Fees and Certain Credit Rating Determinations	35
SECTION 5.05.	Reduction of the Commitments	38

TABLE OF CONTENTS



SECTION 5.06.	Repayment	38
SECTION 5.07.	Interest	38
SECTION 5.08.	Additional Interest on Eurocurrency Advances and
	EURIBOR Advances.	42
SECTION 5.09.	Interest on Overdue Principal	42
SECTION 5.10.	Interest Rate Determinations	43
SECTION 5.11.	Performance of Banks’ Obligations	43
SECTION 5.12.	Optional Prepayments.	43
SECTION 5.13.	Increased Costs	44
SECTION 5.14.	Payments and Computations.	45
SECTION 5.15.	Taxes	47
SECTION 5.16.	Noteless Agreement; Evidence of Indebtedness.	50
SECTION 5.17.	Sharing of Payments, Etc	51
SECTION 5.18.	Termination and Prepayment with Respect to any Bank.	51
SECTION 5.19.	Defaulting Banks	54

ARTICLE VI	CONDITIONS PRECEDENT	56

SECTION 6.01.	Conditions Precedent to Effectiveness of Agreement	56
SECTION 6.02.	Conditions Precedent to Each Borrowing	57
SECTION 6.03.	Termination of Existing Credit Agreement	57

ARTICLE VII	REPRESENTATIONS AND WARRANTIES	58

SECTION 7.01.	Representations and Warranties of the Borrower	58

ARTICLE VIII	COVENANTS	59

SECTION 8.01.	Affirmative Covenants of the Borrower	59
SECTION 8.02.	Negative Covenants of the Borrower	62

ARTICLE IX	EVENTS OF DEFAULT	66

SECTION 9.01.	Events of Default	66
SECTION 9.02.	Cash Collateral	69

ARTICLE X	THE ADMINISTRATIVE AGENT	69

SECTION 10.01.	Authorization and Action	69
SECTION 10.02.	Duties and Obligations	69
SECTION 10.03.	Administrative Agent and Affiliates	70
SECTION 10.04.	Bank Credit Decision	70
SECTION 10.05.	Indemnification	70
SECTION 10.06.	Successor Administrative Agent	71
SECTION 10.07.	Syndication Agents and Co-Lead Arrangers	71

TABLE OF CONTENTS



ARTICLE XI	MISCELLANEOUS	72

SECTION 11.01.	Amendments, Etc	72
SECTION 11.02.	Notices, Etc	72
SECTION 11.03.	No Waiver; Cumulative Remedies	73
SECTION 11.04.	Costs and Expenses; Indemnification	73
SECTION 11.05.	Right of Set-Off	74
SECTION 11.06.	Binding Effect; Assignment.	74
SECTION 11.07.	Confidentiality	77
SECTION 11.08.	Governing Law	78
SECTION 11.09.	Execution in Counterparts	78
SECTION 11.10.	Severability	78
SECTION 11.11.	Entire Agreement	78
SECTION 11.12.	Market Disruption	78
SECTION 11.13.	Judgment Currency	78
SECTION 11.14.	USA PATRIOT ACT	79

EXHIBITS 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 5.15(d)(iv)	–	Form of Section 5.15(d)(iv) Certificate
Exhibit 6.01(d)	–	Form of Opinion of Borrower153s Counsel
Exhibit 8.01(f)(ii)	–	Form of Certificate of Independent Accountants
Exhibit 11.06	–	Form of Assignment and Acceptance

Schedule 1.01	–	Commitments
Schedule 1.02	–	Lending Office Addresses
Schedule 1.03	–	Existing Letters of Credit

iii

FOUR-YEAR
CREDIT AGREEMENT

Dated as of June 17, 2011

Baxter International Inc., a Delaware corporation (the “Borrower“),
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
2.05, 5.18 or 11.06 hereinafter referred to as the
“Banks“), JPMorgan Chase Bank, National Association (“JPMorgan
Chase“), as administrative agent hereunder (such administrative agent and
any successor administrative agent appointed pursuant to Section 10.06
hereinafter referred to as the “Administrative Agent“), each of Bank of
America, N.A. (“Bank of America“) and Citibank, N.A.
(“Citibank“), as Syndication Agents (Bank of America and Citibank,
collectively, hereinafter referred to as the “Syndication Agents“), and
each of J.P. Morgan Securities LLC (“J.P. Morgan Securities“), Merrill
Lynch, Pierce, Fenner & Smith Incorporated (“Merrill“) and Citigroup
Global Markets Inc. (“Citigroup“), as co-lead arrangers and joint
bookrunners hereunder (J.P. Morgan Securities, Merrill and Citigroup,
collectively, hereinafter referred to as the “Co-Lead Arrangers“), agree
as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Four-Year Credit
Agreement (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, 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 5.07(d).

“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.

“Act” has the meaning assigned to that term in Section 11.14.

“Administrative Questionnaire” means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

“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.

“Aggregate Commitments” means, at any time, the aggregate amount of
the Commitments of all the Banks hereunder at such time.

“Agreed Currencies” means (i) Dollars, (ii) so long as such currencies
remain Eligible Currencies, Swiss Francs, Japanese Yen, Pounds Sterling and
Euro, and (iii) any other Eligible Currency which the Borrower requests the
Administrative Agent to include as an Agreed Currency hereunder and which is
acceptable to all of the Banks. For the purposes of this definition, each of the
specific currencies referred to in clause (ii), above, shall mean and be
deemed to refer to the lawful currency of the jurisdiction referred to in
connection with such currency, e.g., “Swiss Francs” means the lawful
currency of Switzerland.

“Applicable Lending Office” means, with respect to each Bank, such
Bank153s Domestic Lending Office in the case of a Base Rate Advance, such Bank153s
Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance, such
Bank153s EURIBOR Lending Office in the case of a EURIBOR Rate Advance, and such
Bank153s Competitive Bid Lending Office in the case of a Competitive Bid Advance.

“Approved Fund” means any Fund that is administered or managed by (a)
a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity
that administers or manages a Bank.

“Approximate Dollar Amount” of any currency with respect to any amount
of Dollars means the Dollar Amount of such currency with respect to such amount
of Dollars on or as of such date, rounded up to the nearest amount of such
currency as determined by the Administrative Agent from time to time.

“Assignment and Acceptance” has the meaning assigned to that term in
Section 11.06(c).

“Available Commitment” means, with respect to any Bank at any time, an
amount equal to (i) such Bank153s Commitment at such time minus (ii) an
amount equal to such Bank153s ratable share, determined on the basis that such
Bank153s Commitment bears to all Commitments at such time, of the aggregate Dollar
Amount of all Competitive Bid Advances outstanding at such time minus
(iii) such Bank153s L/C Interest in the L/C Obligations outstanding at such time.

“Bank Termination Date” has the meaning assigned to that term in
Section 5.18(b).

“Bankruptcy Event” means, with respect to any Person, such Person
becomes the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, custodian, assignee for the
benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith
determination

of the Administrative Agent, has taken any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, provided,
further, that such ownership interest does not result in or provide such Person
with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such
Person (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means, for any day, a rate per annum equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in
effect on such day plus ¹/2 of 1% and (c) the Eurocurrency
Rate for deposits in Dollars for a one-month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day)
plus 1%; provided that, for the avoidance of doubt, the
Eurocurrency Rate for any day shall be based on the rate appearing on the
Reuters BBA Libor Rate Page 3750 (or any successor or substitute page of such
page) at approximately 11:00 a.m. London time on such day; provided,
further, that the Administrative Agent shall deliver a copy of such Page
3750 to the Borrower within one (1) Business Day of determining such rate per
annum, provided that the failure of the Administrative Agent to provide a
copy of such Page 3750 shall in no way limit or modify the obligations of the
Borrower under this Agreement. Any change in the Base Rate due to a change in
the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Rate or the Eurocurrency Rate, respectively.

“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 5.01,
as a Base Rate Advance in substitution for a Fixed Rate Advance, or pursuant to
Section 4.06, as a Base Rate Advance by a Bank funding an unreimbursed
Reimbursement Obligation, and (ii) any Advance Converted into a Base Rate
Advance in accordance with Section 2.03 or Section 5.01. Each Base
Rate Advance shall bear interest as provided in Section 5.07(a).

“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, or a Letter of Credit is, or is proposed to be, issued
hereunder.

“Business Day” means (i) with respect to a Base Rate Advance or an
Absolute Rate Advance or for any other purpose not relating to any borrowing,
payment or rate selection of Eurocurrency Advances or EURIBOR Advances, a
Domestic Business Day, (ii) with respect to a Eurocurrency Advance, a
Eurocurrency Business Day, and (iii) with respect to a EURIBOR Advance, a
EURIBOR Business Day.

“Change in Law” has the meaning assigned to that term in Section
5.13.

“Change of Control” means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Exchange Act and the rules of the SEC thereunder as in effect on
the date hereof) of fifty percent (50%) or more of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests of the Borrower
or (b) occupation of a majority of the seats (other than vacant seats) on the
board of directors of the Borrower by Persons who were neither (i) nominated by
the board of directors of the Borrower nor (ii) appointed by directors so
nominated.

“Closing Date” means June 17, 2011.

“Code” has the meaning assigned to that term in Section
5.15(d)(i).

“Co-Lead Arrangers” means J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets Inc., in
their capacities as Co-Lead Arrangers and Joint Bookrunners.

“Commitment” means, with respect to any Bank at any time the amount
indicated opposite such Bank153s name on Schedule 1.01 hereto, as such
amount may from time to time have been increased pursuant to Section
2.05, reduced pursuant to Section 5.05 or modified in accordance with
Section 11.06.

“Competitive Bid Advance” means an advance by a Bank to the Borrower
pursuant to Article III and refers to a Eurocurrency Bid Rate Advance, a
EURIBOR Bid Rate Advance, an Absolute Rate Advance or an advance in substitution
therefor pursuant to Section 5.01.

“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 Eurocurrency
Auction, EURIBOR Auction or an Absolute Rate Auction, shall have been accepted
by the Borrower in accordance with Section 3.06, (ii) having the same
Interest Period, and (iii) being in the same currency.

“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 1.02 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, its Eurocurrency Bid Rate Advances and its EURIBOR 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 all of such offices, as the
context may require.

“Competitive Bid Margin” means (i) with respect to a Eurocurrency Bid
Rate Advance, a margin above or below the applicable Eurocurrency Rate which is
offered for a Eurocurrency Bid Rate Advance, expressed as a percentage (rounded
to the nearest 1/10,000 of

1%) to be added to or subtracted from such Eurocurrency Rate and (ii) with
respect to a EURIBOR Bid Rate Advance, a margin above or below the applicable
EURIBOR which is offered for a EURIBOR Rate Advance, expressed as a percentage
(rounded to the nearest 1/10,000 of 1%) to be added to or subtracted from such
EURIBOR.

“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, completed by the
Borrower and delivered by the Borrower to the Administrative Agent in accordance
with Section 3.02.

“Computation Date” has the meaning assigned to that term in
Section 2.04(a).

“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, consistent with those applied
in the preparation of the financial statements referred to in Section
7.01(f).

“Consolidated Adjusted Debt” means, at any time, (i) all Debt
minus (ii) an amount equal to all cash and cash equivalent investments of
the Borrower and its Consolidated Subsidiaries.

“Consolidated Capitalization” means, at any time, the sum at such time
of: (i) the Consolidated stockholders153 equity of the Borrower and its
Consolidated Subsidiaries, and (ii) Consolidated Adjusted Debt of the Borrower
and its Consolidated Subsidiaries.

“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.

“Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.

“Convert,” “Conversion,” “Converting” 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 Ratings” has the meaning assigned to that term in Section
5.04(a).

“Debentures” means long-term debt securities (without third-party
credit enhancement).

“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
(excluding accounts payable arising in the ordinary course of such Person153s
business payable on terms customary in the trade), (ii) obligations of the
Borrower and its Consolidated Subsidiaries as lessee under leases that, in
accordance with generally accepted accounting principles, are recorded as
capital leases, and (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
other parties 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 $100,000,000 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, 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.

“Defaulting Bank” means (a) any Bank that (i) has failed, within two
(2) Business Days of the date required to be funded or paid, to (a) fund any
portion of its Commitment, (b) fund any portion of its participations in Letters
of Credit or Advances or (c) pay over to any Recipient any other amount required
to be paid by it hereunder, unless, in the case of clause (a) above, such Bank
notifies the Administrative Agent in writing that such failure is the result of
such Bank153s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not
been satisfied, (ii) has notified the Borrower or any Recipient in writing, or
has made a public statement to the effect, that it does not intend or expect to
comply with any of its funding obligations under this Agreement (unless such
writing or public statement indicates that such position is based on such Bank153s
good faith determination that a condition precedent (specifically identified and
including the particular default, if any) to funding a advance under this
Agreement cannot be satisfied) or generally under other agreements in which it
commits to extend credit, (iii) has failed, within three (3) Business Days after
request by a Recipient, acting in good faith, to provide a certification in
writing from an authorized officer of such Bank that it will comply with its
obligations (and is financially able to meet such obligations) to fund
prospective Advances and participations in then outstanding Letters of Credit
and Advances under this Agreement, provided that such Bank shall cease to
be a Defaulting Bank pursuant to this clause (iii) upon such Recipient153s
receipt of such certification in form and substance satisfactory to it and the
Administrative Agent, (iv) has become the subject of a Bankruptcy Event, or (v)
an Issuing Bank has a good faith belief that such Bank has defaulted in
fulfilling its obligations under one or more other agreements in which such Bank
commits to extend credit, unless such Issuing Bank shall have entered into
arrangements with the Parent of such Bank or such Bank, satisfactory to such
Issuing Bank to defease any risk to it in respect of such Bank hereunder, or (b)
a Bank whose Parent shall become the subject of a Bankruptcy Event.

“Dollar Amount” of any currency at any date means (i) the amount of
such currency if such currency is Dollars or (ii) the equivalent in Dollars of
the amount of such currency if such currency is any currency other than Dollars,
calculated on the basis of the rate at

which such currency may be exchanged into Dollars at the time of
determination on such day on the Reuters Currency pages, if available, for such
currency. In the event that such rate does not appear on any Reuters Currency
pages, the exchange rate shall be determined by reference to such other publicly
available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower, or, in the absence of such an agreement,
such exchange rate shall instead be the arithmetic average of the spot rates of
exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or
about such time as the Administrative Agent shall elect after determining that
such rates shall be the basis for determining the exchange rate, on such date
for the purchase of Dollars for delivery two (2) Business Days later;
provided that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be prima facie evidence thereof.

“Dollars” and “$” means the lawful currency of the United
States of America.

“Domestic Business Day” means a day (other than Saturday or Sunday) of
the year on which banks are not required or authorized to close in New York City
or Chicago, Illinois and are generally open for the conduct of substantially all
of their commercial lending activities and interbank wire transfers can be made
on the Fedwire system.

“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 1.02 hereto or such other office of such Bank as such Bank may
from time to time specify to the Borrower and the Administrative Agent.

“Eligible Currency” means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the Brussels euro-zone interbank market or
London interbank market, as applicable, (iv) which is convertible into Dollars
in the international interbank market and (v) as to which a Dollar Amount may be
readily calculated. If, after the designation by the Banks of any currency as an
Agreed Currency, (x) currency control or other exchange regulations are imposed
in the country in which such currency is issued with the result that different
types of such currency are introduced, (y) such currency is, in the
determination of the Administrative Agent, no longer readily available or freely
traded or (z) in the determination of the Administrative Agent, a Dollar Amount
of such currency is not readily calculable, the Administrative Agent shall
promptly notify the Banks and the Borrower, and such currency shall no longer be
an Agreed Currency until such time as all of the Banks agree to reinstate such
currency as an Agreed Currency and promptly, but in any event within five (5)
Business Days of receipt of such notice from the Administrative Agent, the
Borrower shall repay all Advances in such affected currency or convert such
Advances into Advances in Dollars or another Agreed Currency, subject to the
other terms set forth in Article II and Article III.

“Environmental Laws” means federal, state, local and foreign laws,
rules and regulations relating to the release, emission, disposal, storage and
related handling of waste materials, pollutants and hazardous substances.

“Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in a Person, and any and all
warrants, rights or options to purchase any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute of similar import, together
with the regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA also refer to any successor sections.

“EURIBOR” means, with respect to any EURIBOR Advance for the relevant
Interest Period, the interest rate per annum equal to the rate determined by the
Administrative Agent to be the rate at which deposits in Euro appear on the
Reuters Screen EURIBOR01 as of 11:00 a.m., Brussels time, on the date that is
two (2) TARGET Settlement Days (or, if such date is not a EURIBOR Business Day,
the first day preceding such date that is a EURIBOR Business Day) preceding the
first day of such Interest Period, and having a maturity equal to such Interest
Period; provided, that if such rate does not appear on the Reuters Screen
EURIBOR01, then EURIBOR shall be an interest rate per annum equal to the
arithmetic mean determined by the Administrative Agent (rounded to the nearest.
01%) of the rates per annum at which deposits in Euro are offered by the London
branches of JPMorgan Chase Bank, National Association, Bank of America, N.A. and
Citibank, N.A. at approximately 11:00 a.m., Brussels time, on the day that is
two (2) TARGET Settlement Days (or, if such date is not a EURIBOR Business Day,
the first day preceding such date that is a EURIBOR Business Day) preceding the
first day of such Interest Period to other leading banks in the euro-zone
interbank market at which deposits in Euro are offered, and having a maturity
equal to such Interest Period. The Administrative Agent will deliver a copy of
such Reuters Screen or its calculation of EURIBOR, as applicable, to the
Borrower within one (1) EURIBOR Business Day of the beginning of the relevant
Interest Period; provided that the failure of the Administrative Agent to
provide such copy of the Reuters Screen or such calculation of EURIBOR shall in
no way limit or modify the obligations of the Borrower under this Agreement.

“EURIBOR Advance” means any EURIBOR Rate Advance or EURIBOR Bid Rate
Advance for any Advance in Euro.

“EURIBOR Auction” means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins in relation to the applicable EURIBOR for
EURIBOR Bid Rate Advances to be extended pursuant to Article III.

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

“EURIBOR Bid Rate Advance” means an Advance made or to be made by a
Bank pursuant to Article III as a EURIBOR Bid Rate Advance in accordance
with the applicable Notice of Competitive Bid Borrowing. Each EURIBOR Bid Rate
Advance shall bear interest at a EURIBOR Bid Rate as provided in Section
5.07(d).

“EURIBOR Business Day” means any Domestic Business Day on which
dealings are carried on in the Brussels euro-zone interbank market and the
London interbank market and which is a TARGET Settlement Day.

“EURIBOR Lending Office” means, with respect to each Bank, the office
of such Bank specified as its “EURIBOR Lending Office” opposite its name on
Schedule 1.02 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.

“EURIBOR Margin” has the meaning assigned to that term in Section
5.07(c).

“EURIBOR Rate Advance” means (i) an Advance made or to be made by a
Bank pursuant to Section 2.01 as a EURIBOR Rate Advance in accordance
with the applicable Notice of Syndicated Borrowing and (ii) any Advance
converted into a EURIBOR Rate Advance in accordance with Section 2.03.
Each EURIBOR Rate Advance shall bear interest as provided in Section
5.07(c).

“Euro” and/or “EUR” means the euro referred to in Council
Regulation (EC) No. 1103/97, dated June 17, 1997, passed by the Council of the
European Union, or, if different, the then lawful currency of the member states
of the European Union that participate in the third stage of Economic and
Monetary Union.

“Eurocurrency Advance” means any Eurocurrency Rate Advance or
Eurocurrency Bid Rate Advance for any Advance in any Agreed Currency other than
Euro.

“Eurocurrency Auction” means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins in relation to the applicable Eurocurrency
Rate for Eurocurrency Bid Rate Advances to be extended pursuant to Article
III.

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

“Eurocurrency Bid Rate Advance” means an Advance made or to be made by
a Bank pursuant to Article III as a Eurocurrency Bid Rate Advance in
accordance with the applicable Notice of Competitive Bid Borrowing. Each
Eurocurrency Bid Rate Advance shall bear interest at a Eurocurrency Bid Rate as
provided in Section 5.07(d).

“Eurocurrency Business Day” means any Domestic Business Day on which
dealings are carried on in the London interbank market.

“Eurocurrency Lending Office” means, with respect to each Bank, the
office of such Bank specified as its “Eurocurrency Lending Office” opposite its
name on Schedule 1.02 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.

“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.

“Eurocurrency Margin” has the meaning assigned to that term in
Section 5.07(b).

“Eurocurrency Rate” means, with respect to any Eurocurrency Advance in
an Agreed Currency (other than Euro) for the relevant Interest Period, the
applicable British Bankers153 Association Interest Settlement Rate for deposits in
the applicable Agreed Currency as reported by any generally recognized financial
information service as of 11:00 a.m. (London time) two (2) Eurocurrency Business
Days prior to the first day of such Interest Period, and having a maturity equal
to such Interest Period; provided, that, if no such British Bankers153
Association Interest Settlement Rate is available to the Administrative Agent,
the applicable Eurocurrency Rate for the relevant Interest Period shall instead
be the rate determined by the Administrative Agent to be the rate at which
JPMorgan Chase or one of its Affiliate banks offers to place deposits in an
Agreed Currency (other than Euro) with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two (2) Eurocurrency Business
Days prior to the first day of such Interest Period, and having a maturity equal
to such Interest Period; provided, further, that the
Administrative shall deliver a copy of such report or its calculation of
Eurocurrency Rate, as applicable, to the Borrower within one (1) Eurocurrency
Business Day of the beginning of such Interest Period; provided that the
failure of the Administrative Agent to provide a copy of such report or
calculation shall in no way limit or modify the obligations of the Borrower
under this Agreement.

“Eurocurrency Rate Advance” means (i) an Advance made or to be made by
a Bank pursuant to Section 2.01 as a Eurocurrency Rate Advance in
accordance with the applicable Notice of Syndicated Borrowing and (ii) any
Advance Converted into a Eurocurrency Rate Advance in accordance with
Section 2.03. Each Eurocurrency Rate Advance shall bear interest as
provided in Section 5.07(b).

“Eurocurrency Rate Reserve Percentage” of any Bank for the Interest
Period for any Eurocurrency Advance or EURIBOR Advance, as applicable, 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 9.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Credit Agreement” means the Five-Year Credit Agreement,
dated as of December 20, 2006, among the Borrower, the financial institutions
parties thereto and JPMorgan Chase, as administrative agent.

“Existing Letters of Credit” means the Letters of Credit identified on
Schedule 1.03 hereto.

“Facility Usage” means, at any time, an amount equal to the sum of (i)
the aggregate principal amount of all Syndicated Advances denominated in Dollars
and the Dollar Amount of all Syndicated Advances denominated in Agreed
Currencies other than Dollars outstanding at such time, (ii) the aggregate
principal amount of all Competitive Bid Advances denominated in Dollars and the
Dollar Amount of all Competitive Bid Advances denominated in Agreed Currencies
other than Dollars outstanding at such time and (iii) the aggregate amount of
all L/C Obligations outstanding at such time.

“FATCA” means Section 1471 through 1474 of the Code, including any
regulations promulgated thereunder or official interpretations thereof.

“Federal Funds Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Domestic Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Domestic Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day
for such transactions received by the Administrative Agent from three (3)
Federal funds brokers of recognized standing selected by it. The Administrative
Agent shall deliver to the Borrower a copy of such publication or average
quotation, as applicable, within one (1) Business Day of such day;
provided that the failure of the Administrative Agent to provide such
publication or such average quotation shall in no way limit or modify the
obligations of the Borrower under this Agreement.

“First Borrowing” means the earlier to occur of (i) the initial
Borrowing made by the Borrower hereunder or (ii) the initial Letter of Credit
issued by an Issuing Bank hereunder, including, without limitation, the deemed
issuance of the Existing Letters of Credit as Letters of Credit hereunder on the
Closing Date.

“Fitch” means Fitch, Inc., or its successor.

“Fixed Rate Advances” means Eurocurrency Rate Advances, EURIBOR Rate
Advances or Competitive Bid Advances (excluding Competitive Bid Advances bearing
interest at the Base Rate pursuant to Section 5.01) or any combination of
the foregoing.

“Fund” means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

“Governmental Acts” has the meaning assigned to that term in
Section 4.09(a).

“Governmental Authority” means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

“Governmental Entity” has the meaning assigned to that term in
Section 8.02(a)(xvii).

“Intangible Assets” means all assets of the Borrower and its
Consolidated Subsidiaries which are treated as intangibles in conformity with
generally accepted accounting principles on the Consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries.

“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 Eurocurrency Rate Advance or a EURIBOR Rate
Advance, one (1), two (2) , three (3) or six (6) months, (b) in the case of a
Eurocurrency Bid Rate Advance or a EURIBOR Bid Rate Advance, one (1), two (2),
three (3) or six (6) months, and (c) in the case of an Absolute Rate Advance, a
number of days not to exceed 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 Eurocurrency Advance or a EURIBOR 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 for a Eurocurrency Advance or a EURIBOR 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.

“Issuing Banks” means any of JPMorgan Chase, Bank of America, Citibank
and any other Bank which, at the Borrower153s request, agrees, in such other
Bank153s sole discretion, to become an Issuing Bank for the purpose of issuing
Letters of Credit under this Agreement, and their respective successors and
assigns.

“JPMorgan Chase” means JPMorgan Chase Bank, National Association, a
national banking association having its principal office in New York, New York,
in its individual capacity, and its successors.

“L/C Application” means a letter of credit application and
reimbursement agreement in such form as the applicable Issuing Bank may from
time to time employ in the ordinary course of business.

“L/C Draft” means a draft drawn on an Issuing Bank pursuant to a
Letter of Credit.

“L/C Interest” has the meaning assigned to such term in Section
4.05.

“L/C Obligations” means, without duplication, an amount equal to the
sum of (i) the aggregate of the amount then available for drawing under each of
the Letters of Credit, (ii) the face amount of all outstanding L/C Drafts
corresponding to the Letters of Credit, which L/C Drafts have been accepted by
the applicable Issuing Bank, (iii) the aggregate outstanding amount of all
Reimbursement Obligations at such time and (iv) the aggregate face amount of all
Letters of Credit requested by the Borrower but not yet issued (unless the
request for an unissued Letter of Credit has been denied). The L/C Obligations
of any Bank at any time shall be such Bank153s pro rata share of the Aggregate
Commitments multiplied by the aggregate L/C Obligations at such time.

“LIBOR Market Rate Spread” means, for any Advance, at any time, the
thirty (30) day moving average of the Borrower153s interpolated four-year credit
default swap mid-rate spread (as provided by Markit Group Limited or another
similar financial services company selected by the Administrative Agent and
approved by the Borrower (which approval shall not be unreasonably withheld or
delayed)) for the four-year period beginning on the date on which the LIBOR
Market Rate Spread has most recently been set for such Advance; provided
that the minimum and maximum LIBOR Market Rate Spread shall be as set forth in
Section 5.07. The LIBOR Market Rate Spread will in each case be (a)
determined by the Administrative Agent by reference to the thirty (30) day
moving average of the Borrower153s interpolated four-year credit default swap
mid-rate spread as provided on the Markit Group Limited (or another similar
financial services company selected by the Administrative Agent and approved by
the Borrower (which approval shall not be unreasonably withheld or delayed)
website for such four-year period, and (b) set for each Eurocurrency Advance
and/or each EURIBOR Rate Advance at the time that the initial Eurocurrency Rate
or EURIBOR Rate applicable to such Eurocurrency Advance or EURIBOR Rate Advance,
as the case may be, is set (which is one (1) day after the related Notice of
Borrowing) and at the beginning of each subsequent applicable Interest Period;
provided that for each Eurocurrency Advance or EURIBOR Rate Advance
having an Interest Period longer than three (3) months, the LIBOR Market Rate
Spread shall be reset as of the last day of each three-month interval during
such Interest Period. The Administrative Agent will deliver to the Borrower a
copy of the relevant webpage within one (1) Business Day of the beginning of the
relevant Interest Period; provided that the failure of the Administrative
Agent to deliver such copy of the webpage shall in no way limit or modify the
obligations of the Borrower under this Agreement.

“Letter of Credit” means any letter of credit issued by an Issuing
Bank pursuant to Section 4.01.

“Local Time” means Chicago time, in the case of notices or payments
with respect to Borrowings in Dollars, and London time, in the case of notices
or payments with respect to Borrowings in Agreed Currencies other than Dollars.

“Majority Banks” means at any time Banks having more than fifty
percent (50%) of the then aggregate amount of the Commitments or, if the
Commitments have been terminated, holding more than fifty percent (50%) of the
aggregate unpaid principal amount of Advances and L/C Obligations then
outstanding under this Agreement. The Commitments, Advances and L/C Obligations
of any Defaulting Bank shall be disregarded in determining the Majority Banks at
any time.

“Margin Regulations” has the meaning assigned to that term in
Section 8.01(g).

“Margin Stock” has the meaning assigned to that term under Regulation
U issued by the Board of Governors of the Federal Reserve System.

“Material Subsidiary” means any of (i) Baxter Healthcare Corporation,
a Delaware corporation, (ii) Baxter World Trade Corporation, a Delaware
corporation, or (iii) any other Subsidiary of the Borrower that would be a
“significant subsidiary” of the Borrower within the meaning of Rule 1-02(w)(2)
under Regulation S-X promulgated by the SEC (17 C.F.R. 210.1-02(w)(2));
provided that the reference therein to “10 percent of the total assets of
the registrant and its subsidiaries” shall be deemed for purposes of this
definition to read as “20 percent of the total assets of the registrant and its
subsidiaries.”

“Moody153s” means Moody153s Investors Service, Inc., or its successor.

“Multiemployer Plan” means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any Material
Subsidiary makes or is obligated to make contributions.

“Non-Consenting Bank” means any Bank that does not approve any
consent, waiver or amendment that (i) requires the approval of all affected
Banks in accordance with the terms of Section 11.01 and (ii) has been
approved by the Majority Banks.

“Non-U.S. Bank” means a Bank that is not a U.S. Person.

“Note” has the meaning assigned to that term in Section
5.16(d).

“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.

“Original Currency” has the meaning assigned to that term in
Section 5.14(b).

“Other Taxes” has the meaning assigned to that term in Section
5.15(b).

“Parent” means, with respect to any Bank, any Person as to which such
Bank is, directly or indirectly, a subsidiary.

“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.

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

“Plan” means any “employee pension benefit plan” (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any Material Subsidiary or to which the Borrower or any Material Subsidiary
contributes or has an obligation to contribute.

“Prime Rate” means a rate per annum equal to the prime rate of
interest announced from time to time by JPMorgan Chase (which is not necessarily
the lowest rate charged to any customer) as its prime rate in effect at its
principal office in New York City, changing when and as said prime rate changes.

“Receivable” has the meaning assigned to that term in Section
8.02(a)(xii).

“Recipient” means, as applicable, (a) the Administrative Agent, (b)
any Bank and (c) the Issuing Bank.

“Register” has the meaning assigned to that term in Section
11.06(e).

“Reimbursement Obligation” has the meaning assigned to that term in
Section 4.06.

“S&P” means Standard & Poor153s Ratings Services, a division of
the McGraw-Hill Companies, Inc., or its successor.

“SEC” means the United States Securities and Exchange Commission or
any successor thereto.

“Secured Debt” means the amount of 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.

“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.

“Special Notice” has the meaning assigned to that term in Section
5.18(a).

“Specified Currency” has the meaning assigned to that term in
Section 11.13.

“Subsidiary” means any entity with respect to which the Borrower alone
owns, the Borrower and one or more Subsidiaries together own, or the Borrower
and any Person controlling 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).

“Successor Bank” has the meaning assigned to that term in Section
5.18(b).

“Syndicated Advance” means an advance by a Bank to the Borrower (i)
pursuant to Section 2.02, as the same may be converted or continued from
time to time pursuant to Section 2.03 or (ii) pursuant to Section
4.06. At any time, depending upon the interest rate selected therefor or
otherwise applicable thereto in accordance with Sections 2.03 and
5.01, a Syndicated Advance shall be a Base Rate Advance, a Eurocurrency
Rate Advance or a EURIBOR Rate Advance.

“Syndicated Borrowing” means a borrowing consisting of Syndicated
Advances of the same Type and in the same currency, 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 5.01, 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 Reduction” means, with respect to any Bank at any time,
the temporary reduction in such Bank153s 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.

“Syndication Agents” means Bank of America, N.A. and Citibank , N.A.,
in their capacity as Syndication Agents.

“TARGET Settlement Day” means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System (or any
successor settlement system) is open.

“Taxes” has the meaning assigned to that term in Section
5.15(a).

“TB Advance” has the meaning assigned to that term in Section
5.18(c).

“Terminated Bank” has the meaning assigned to that term in Section
5.18(b).

“Termination Date” means, the earlier of (i) June 17, 2015, and (ii)
the date on which the Commitments shall have been reduced to zero or terminated
in whole pursuant to the terms hereof.

“Termination Notice” has the meaning assigned to that term in
Section 5.18(b).

“Type” of Advance means (i) in the case of Syndicated Advances,
Eurocurrency Rate Advances, EURIBOR Rate Advances or Base Rate Advances and (ii)
in the case of Competitive Bid Advances, Eurocurrency Bid Rate Advances, EURIBOR
Bid Rate Advances or Absolute Rate Advances or any Type of Advance described in
clause (i) which shall, pursuant to Section 5.01, be substituted
therefor.

“Unfunded Liability” means, in the case of a Plan, 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 actuarial value of all
assets of such Plan allocable to such benefits as of such date, calculated as of
the most recent valuation date for such Plan by the Plan153s enrolled actuary
using the actuarial assumptions used to calculate the Plan153s minimum funding
obligation under ERISA.

“Unmatured Event of Default” means an event which would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both.

“U.S. Person” means a “United States person” within the meaning of
Section 7701(a)(30) of the Code.

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 mean
“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, applied on a basis consistent (except for changes
concurred in by the Borrower153s independent accountants or, in the case of the
financial statements required to be delivered pursuant to Section
8.01(f)(i), as

determined by the Borrower to be required in accordance with then existing
generally accepted accounting principles) with the December 31, 2010 audited
Consolidated financial statements of the Borrower and its Consolidated
Subsidiaries.

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
denominated in Agreed Currencies 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 Dollar Amount not to exceed at any time outstanding the amount of
such Bank153s Available Commitment (the “Syndicated Borrowing Facility“).
Subject to Section 5.01, each Syndicated Borrowing shall be in an
aggregate amount not less than $25,000,000 (and in integral multiples of
$5,000,000 in excess thereof) (or the Approximate Dollar Amounts thereof if such
Syndicated Advances are denominated in Agreed Currencies other than Dollars),
shall be made on the same day from the Banks ratably according to their
respective Commitments and shall consist of Syndicated Advances of the same
Type. Within the limits of each Bank153s 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 Syndicated Advances pursuant to Section
5.12, and re-borrow Syndicated Advances under this Section 2.01. The
Aggregate Commitments to lend hereunder shall expire on the Termination Date.

SECTION 2.02. Making the Syndicated Advances. Each Syndicated
Borrowing shall be requested by facsimile notice given by the Borrower to the
Administrative Agent not later than (i) 10:00 a.m. (Local Time) three (3)
Business Days (or with respect to Agreed Currencies other than Dollars, four (4)
Business Days) prior to the proposed Borrowing Date, in the case of a Borrowing
comprised of Eurocurrency Rate Advances or EURIBOR Rate Advances, and (ii) 9:00
a.m. (Chicago time) on the proposed Borrowing Date, in the case of a Borrowing
comprised of Base Rate Advances; provided that in the case of a Borrowing
comprised of Eurocurrency Rate Advances or EURIBOR Rate Advances, a copy of such
facsimile notice shall also be given by the Borrower to J.P. Morgan Europe
Limited. 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, if any, and Agreed Currency applicable
thereto for each such Syndicated Advance, and shall include such information as
shall be required by Section 8.01(g). The Administrative Agent shall in
turn promptly notify each Bank by facsimile of the date, applicable interest
rate and aggregate amount of such Syndicated Borrowing and such Bank153s ratable
portion of such Syndicated Borrowing. Each Bank, for the account of its
Applicable Lending Office, shall (i) with respect to a Syndicated Borrowing
denominated in Dollars, 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 Bank153s ratable portion of such Syndicated
Borrowing in same day funds to the Administrative Agent153s LS2 Incoming Clearing
Account No. 5927684 (ABA No. 071000013) (unless another account is designated by
the Administrative Agent for such purpose), Reference: Baxter International
Inc., maintained at

1 Chase Tower, Chicago, Illinois and (ii) with respect to a Syndicated
Borrowing denominated in an Agreed Currency other than Dollars, before 12:00
Noon (Local Time) in the city of the Administrative Agent153s account as specified
by the Administrative Agent to the Banks, on the Borrowing Date specified in the
notice received from the Administrative Agent pursuant to the preceding
sentence, deposit such Bank153s ratable portion of such Syndicated Borrowing in
such funds as may then be customary for the settlement of international
transactions in such Agreed Currency in such account of the Administrative
Agent. After the Administrative Agent153s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article VI, the
Administrative Agent shall make same day funds in the amount of such funds
available to the Borrower by 2:00 p.m. (Local Time) on the date of Borrowing, at
the account specified by the Borrower in the applicable Notice of Syndicated
Borrowing.

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 Interest Period for each Borrowing (subject in each case
to the provisions of Article V) consisting of Eurocurrency Rate Advances
and EURIBOR Rate Advances, as follows:

(i) if such Advances are Base Rate Advances, the Borrower may elect to (A)
convert such Advances to Eurocurrency Rate Advances or (B) continue such
Advances as Base Rate Advances, in each case effective as of any Business Day;

(ii) if such Advances are Eurocurrency Rate Advances, the Borrower may elect
to continue such Advances as Eurocurrency Rate Advances for an additional
Interest Period, effective on the last day of the then current Interest Period
applicable to such Advances; and

(iii) if such Advances are EURIBOR Rate Advances, the Borrower may elect to
continue such Advances as EURIBOR Rate Advances for an additional Interest
Period, effective as of 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 by not later than 10:00
a.m. (Local Time) at least three (3) Business Days before the conversion or
continuation selected in such notice is to be effective; provided that in
the case of an election comprised of Eurocurrency Rate Advances or EURIBOR Rate
Advances, a copy of such Notice of Interest Rate Election shall also be given by
the Borrower to J.P. Morgan Europe Limited. If the Borrower shall fail to issue
a Notice of Interest Rate Election within three (3) 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
5.12), the Advances comprising such Borrowing shall be, as applicable,
converted into or continued as Base Rate Advances or shall be, as applicable,
continued as a Eurocurrency Advance or EURIBOR Advance, as applicable, in the
same Agreed Currency with an Interest

Period of one (1) month (with respect to an Advance denominated in an Agreed
Currency other than Dollars). 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 $25,000,000 or any larger multiple of $5,000,000 (or
the Approximate Dollar Amounts thereof if such Syndicated Advances are
denominated in Agreed Currencies other than in Dollars). Notwithstanding any
contrary provision herein, this Section shall not be construed to permit the
Borrower to change the currency of any Borrowing.

(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 (if any).

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of 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 Eurocurrency Rate Advances or EURIBOR
Rate Advances, and each Conversion proposed to occur during any such period of
suspension shall, in the case of an Advance denominated in Dollars, be a
Conversion into Base Rate Advances or shall, in the case of an Advance
denominated in an Agreed Currency other than Dollars, be continued as a
Eurocurrency Advance or EURIBOR Advance, as applicable, in the same Agreed
Currency with an Interest Period of one (1) month. 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 giving rise to such notice is cured
or waived.

SECTION 2.04. Determination of Dollar Amounts; Required Payments;
Termination.

(a) The Administrative Agent will determine the Dollar Amount of:

(i) each Advance as of the date three (3) Business Days prior to the
Borrowing Date or, if applicable, date of conversion/continuation of such
Advance, and

(ii) all outstanding Advances on and as of the last Domestic Business Day of
each quarter and on any other Business Day elected by the Administrative Agent
in its discretion or upon instruction by the Majority Banks.

Each day upon or as of which the Administrative Agent determines Dollar
Amounts as described in the preceding clauses (i) and (ii) is herein described
as a “Computation Date” with respect to each Advance for which a Dollar
Amount is determined on or as of such day. If at any time the Dollar Amount of
the sum of the aggregate principal amount of all outstanding Advances
(calculated, with respect to those Advances denominated in an Agreed Currency
other than Dollars, as of the most recent Computation Date with respect to each
such Advance) plus the aggregate amount of any L/C Obligations (net of
any Reimbursement Obligations that shall have been converted to Syndicated
Borrowings) exceeds 105% of the Aggregate Commitments, the Borrower shall
immediately repay Advances (and/or cash collateralize any outstanding Letters of
Credit) in an aggregate principal amount sufficient to cause the remaining
outstanding Advances and L/C Obligations not to exceed the Aggregate
Commitments.

(b) Any outstanding Advances and all other unpaid amounts due and payable
hereunder shall be paid in full by the Borrower on the Termination Date.

SECTION 2.05. Increase in Aggregate Commitment. The Borrower may, at
its option, on one or more occasions, seek to increase the Aggregate Commitments
by up to $500,000,000 up to a maximum Aggregate Commitment of $2,000,000,000
upon at least five (5) Domestic Business Days153 prior notice to the
Administrative Agent, which notice shall specify the amount of any such
requested increase and shall be delivered at a time when no Event of Default or
Unmatured Event of Default has occurred and is continuing. The Administrative
Agent, in consultation with the Borrower, will offer the increase in the
Aggregate Commitments to banks or other financial institutions (which increase
may be declined by any Bank in its sole discretion). If and to the extent that
such increase is accepted by banks or other financial institutions that are not
Banks hereunder, each such bank or other financial institution shall be
consented to by the Administrative Agent and the Issuing Banks (which consents
shall not be unreasonably withheld or delayed). The Administrative Agent shall
reallocate the direct (in the case of Advances, other than Competitive Bid
Advances) or participation (in the case of Letters of Credit) interest in each
then outstanding Advance and Letter of Credit such that, after giving effect to
any increase by a new or existing Bank, all credit exposure (other than
Competitive Bid Advances) hereunder is held ratably by the Banks in proportion
to their respective Commitments. If such assignments are made other than on the
last day of the relevant Interest Period for the EURIBOR Advance or Eurocurrency
Advances, as applicable, being assigned, the Borrower shall, upon demand by any
existing 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 costs referred to in Section 11.04(b) which
it may reasonably incur as a result of such reallocation. No increase in the
Aggregate Commitments shall become effective until the existing Bank or new Bank
extending such incremental commitment amount and the Borrower shall have
executed and delivered to the Administrative Agent an agreement in

writing in form and substance reasonably acceptable to the Administrative
Agent pursuant to which such Bank states its Commitment and agrees to assume and
accept the obligations and rights of a Bank hereunder.

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 denominated in Agreed Currencies 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 at no time shall the Facility Usage
exceed the Aggregate Commitments at such time (except that under the
circumstances set forth in the last sentence of Section 2.04(a), due to
currency fluctuations, Facility Usage may equal up to 105% of the Aggregate
Commitments). Within the limits and on the conditions set forth in this
Article III, the Borrower may from time to time borrow, repay and
re-borrow 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 telecopier or telex so as to be received no later than (x) 10:00 a.m.
(Local Time) at least four (4) Business Days prior to the Borrowing Date
proposed therein, in the case of a Eurocurrency Auction or EURIBOR Auction or
(y) 9:00 a.m. (Chicago time) at least one (1) 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 and currency of such Competitive Bid
Advances;

(c) whether the Competitive Bid Quotes requested are to set forth a
Competitive Bid Margin (and, if so, whether based on a Eurocurrency Rate or
EURIBOR) or an Absolute Rate, or both;

(d) the Interest Period and Agreed Currency 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 Dollar 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 $150,000,000.

In the case of a Eurocurrency Auction or EURIBOR Auction, such Competitive
Bid Quote Request shall also be delivered by telecopier or telex by the Borrower
to J.P. Morgan Europe Limited. The Borrower may request offers to make
Competitive Bid Advances for more than one (1) Interest Period, but not more
than eight (8) Interest Periods, in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within five (5) 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 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. (Local Time) on the date of receipt of a
Competitive Bid Quote Request, in the case of a Eurocurrency Auction or a
EURIBOR Auction, and (ii) 10:00 a.m. (Chicago time) on the date of receipt of a
Competitive Bid Quote Request, in the case of an Absolute Rate Auction, provide
notice by facsimile, telex or telecopy to each of the Banks (or, if fewer than
all of the Banks shall have been specified therein, to each of the specified
Banks) of the request set forth therein, and (b) promptly thereafter provide to
each such Bank by facsimile, 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 Agent153s notice to the Banks by facsimile,
telex or telecopy 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 11.02 not later than
(x) 1:00 p.m. (Local Time) at least three (3) Business Days prior to the
proposed Borrowing Date, in the case of a Eurocurrency Auction or a EURIBOR
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 JPMorgan
Chase may be submitted, and may only be submitted, if the Administrative Agent
or JPMorgan Chase notifies the Borrower of the terms of the offer or offers
contained therein not later than (x) one hour prior to the time all other Banks
are required hereunder to submit Competitive Bid Quotes to the Administrative
Agent, in the case of a Eurocurrency Auction or a EURIBOR Auction or (y) fifteen
minutes prior to the time all other Banks are required hereunder to submit
Competitive Bid Quotes to the Administrative Agent, in the case of an Absolute
Rate Auction. Subject to Articles VI and IX, 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 $10,000,000
and an integral multiple of $1,000,000 in excess thereof (or the Approximate
Dollar Amount if denominated in an Agreed Currency other than Dollars), (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 and the
Agreed Currency specified in the applicable Competitive Bid Quote Request;

(iii) in the case of a Eurocurrency Auction or a EURIBOR Auction, whether the
basis of such offer is the Eurocurrency Rate or EURIBOR and 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.

(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);

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

(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 Agent153s 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) 10:00 a.m. (Local Time) at least two (2) Business Days prior to the proposed
Borrowing Date, in the case of a Eurocurrency Auction or EURIBOR 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 that in the case of a Eurocurrency Auction
or EURIBOR Auction, the Borrower shall also notify J.P. Morgan Europe Limited of
its acceptance or non-acceptance of any or all of such Eurocurrency Auctions or
EURIBOR Auctions 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 or J.P. Morgan Europe Limited, as applicable,
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 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 (2) 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 practicable (in such
multiples, not greater than $5,000,000 (or the Approximate Dollar Amount if
denominated in an Agreed Currency other than in Dollars), 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 11:00 a.m. (Local
Time) on the date of its receipt of such Notice of Competitive Bid Borrowing,
provide notice by facsimile, telex or telecopy 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 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, (i) with respect to a Competitive Bid Advance denominated
in Dollars, 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 Bank153s
Competitive Bid Advances in same day funds to the Administrative Agent153s LS2
Incoming Clearing Account No. 5927684 (ABA No. 071000013), Reference: ASST
(unless another account is designated by the Administrative Agent for such
purpose), Reference: Baxter International Inc., maintained at 1 Chase Tower,
Chicago, Illinois and (ii) with respect to a Competitive Bid Advance denominated
in an Agreed Currency other than in Dollars, before 12:00 Noon (Local Time) in
the city of the Administrative Agent153s EURIBOR Lending Office, 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 Bank153s Competitive Bid Advances in such funds as may then be customary for
the settlement of international transactions in such Agreed Currency in the city
of and at the address of the

Administrative Agent153s EURIBOR Lending Office. After the Administrative
Agent153s receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article VI, the Administrative Agent shall make same day
funds in the applicable currency or currencies and in the aggregate amount of
such Competitive Bid Advances available to the Borrower by 2:00 p.m. (Local
Time) on the date of Borrowing, at the account specified by the Borrower in the
applicable Notice of Competitive Bid Borrowing. 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

THE LETTER OF CREDIT FACILITY

SECTION 4.01. Obligation to Issue. Subject to the terms and conditions
of this Agreement and in reliance upon the representations, warranties and
covenants of the Borrower herein set forth, each Issuing Bank hereby agrees to
issue for the account of the Borrower through such Issuing Bank153s branches as it
and the Borrower may jointly agree, one (1) or more Letters of Credit in
accordance with this Article IV, from time to time during the period
commencing on the date hereof and ending no later than five (5) Business Days
prior to the Termination Date, except as set forth in clause (ii) of
Section 4.02. On the Closing Date each Existing Letter of Credit shall be
deemed to be a Letter of Credit issued under and governed in all respects by the
terms and conditions of this Agreement, and each Bank shall participate in each
Existing Letter of Credit in an amount equal to its pro rata share of the
Aggregate Commitments.

SECTION 4.02. Types and Amounts. No Issuing Bank shall have any
obligation to and no Issuing Bank shall:

(i) issue any Letter of Credit if on the date of issuance, before or after
giving effect to the Letter of Credit requested hereunder, (a) the Facility
Usage at such time would exceed the Aggregate Commitments at such time, or (b)
the aggregate outstanding amount of the L/C Obligations would exceed
$375,000,000; or

(ii) issue any Letter of Credit which has an expiration date (or date for
payment of any draft presented thereunder) later than the date which is five (5)
Business Days immediately preceding the Termination Date; provided,
however, that an Issuing Bank may issue a Letter of Credit which has an
expiration date (or date for payment of any draft presented thereunder) later
than the date which is five (5) Business Days immediately preceding the
Termination Date so long as the Borrower has cash collateralized on or prior to
the date of issuance, such Letter of Credit in an aggregate principal amount
agreed to between the Borrower and such Issuing Bank. Notwithstanding the
foregoing, no Letter of Credit shall be issued which has an expiration date that
is more than three (3) years beyond the Termination Date.

SECTION 4.03. Conditions.

(a) In addition to being subject to the satisfaction of the conditions
contained in Sections 6.01 and 6.02, the obligation of an Issuing
Bank to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

(i) the Borrower shall have delivered to the applicable Issuing Bank (with a
copy to the Administrative Agent) an L/C Application in the manner prescribed in
Section 4.04, and the proposed Letter of Credit shall be reasonably
satisfactory to such Issuing Bank as to form and content; and

(ii) as of the date of issuance, no order, judgment or decree of any court,
arbitrator or Governmental Authority shall purport by its terms to enjoin or
restrain the applicable Issuing Bank from issuing such Letter of Credit and no
law, rule or regulation applicable to such Issuing Bank and no request or
directive (whether or not having the force of law) from a Governmental Authority
with jurisdiction over such Issuing Bank shall prohibit or request that such
Issuing Bank refrain from the issuance of Letters of Credit generally or the
issuance of that Letter of Credit or shall impose upon the Issuing Bank with
respect to any Letter of Credit any restriction or reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated) or any
unreimbursed loss, cost or expense which was not applicable, in effect and known
to the Issuing Bank as of the date of this Agreement and which the Issuing Bank
in good faith deems material to it.

(b) No Issuing Bank shall extend, renew, or amend any Letter of Credit unless
the requirements of this Section 4.03 are met as though a new Letter of
Credit were then being requested and issued.

SECTION 4.04. Procedure for Issuance of Letters of Credit.

(a) Prior to the issuance of each Letter of Credit, and as a condition of
such issuance, the Borrower shall deliver to the Issuing Bank (with a copy to
the Administrative Agent) an L/C Application signed by the Borrower, together
with such other documents or items as may be required pursuant to the terms
thereof. Unless the Issuing Bank shall otherwise agree, each Letter of Credit
shall be issued no earlier than two (2) Business Days after delivery of the
foregoing documents, which delivery may be by the Borrower to the Issuing Bank
by facsimile transmission, telex or other electronic means followed by delivery
of executed originals within five (5) days thereafter. The documents so
delivered shall be in compliance with the requirements set forth in Sections
4.02 and 4.03, and shall specify therein (i) the stated amount of the
Letter of Credit requested, (ii) the effective date of issuance of such
requested Letter of Credit, which shall be a Business Day, (iii) the date on
which such requested Letter of Credit is to expire, which shall be a Business
Day not later than five (5) Business Days prior to the Termination Date, except
as permitted in Section 4.02(ii), and (iv) the aggregate amount of L/C
Obligations which are outstanding and which will be outstanding after giving
effect to the requested Letter of Credit issuance. Subject to the terms and
conditions of

Sections 4.02 and 4.03, and provided that the applicable
conditions set forth in Sections 6.01 and 6.02 shall, to the
knowledge of the Issuing Bank, have been satisfied, the Issuing Bank shall, on
the requested date, issue a Letter of Credit on behalf of the Borrower in
accordance with the Issuing Bank153s usual and customary business practices (and a
copy of such issued Letter of Credit shall be delivered by the Issuing Bank to
the Administrative Agent). In addition, any amendment of an existing Letter of
Credit that has the effect of increasing the face amount thereof or extending
the expiration date thereof shall be deemed to be an issuance of a new Letter of
Credit and shall be subject to the requirements of this Section 4.04.

(b) The applicable Issuing Bank shall give the Administrative Agent written
or telex notice of the issuance of a Letter of Credit; provided,
however, that the failure to provide such notice shall not result in any
liability on the part of such Issuing Bank.

(c) Notwithstanding anything contained in any L/C Application or any document
executed in connection therewith to the contrary, in the event any term or
provision of such L/C Application or other document is inconsistent with any
term or provision of this Agreement, the terms and provisions of this Agreement
shall control and prevail.

SECTION 4.05. Letter of Credit Participation. Unless a Bank shall have
notified the Issuing Bank, prior to its issuance of a Letter of Credit, that any
applicable condition precedent set forth in Sections 6.01 or 6.02
had not then been satisfied, immediately upon the issuance of each other Letter
of Credit hereunder, each Bank shall be deemed to have automatically,
irrevocably and unconditionally purchased and received from the applicable
Issuing Bank an undivided interest and participation in and to such Letter of
Credit, the obligations of the Borrower in respect thereof, and the liability of
such Issuing Bank thereunder (collectively, as to each Bank, an “L/C
Interest“) in an amount equal to the amount available for drawing under such
Letter of Credit multiplied by such Bank153s pro rata share of the Aggregate
Commitments. Each Issuing Bank will notify each Bank that has a Commitment
promptly upon presentation to it of an L/C Draft or upon any other draw under a
Letter of Credit. On or before the Business Day on which an Issuing Bank makes
payment of each such L/C Draft or, in the case of any other draw on a Letter of
Credit, on demand by the Administrative Agent, each Bank shall make payment to
the Administrative Agent, for the account of the applicable Issuing Bank, in
immediately available funds in an amount equal to the amount of the payment
under the L/C Draft or other draw on the Letter of Credit multiplied by such
Bank153s pro rata share of the Aggregate Commitments. Except to the extent set
forth in the last sentence of this Section 4.05, the obligation of each Bank to
reimburse the Issuing Banks under this Section 4.05 shall be
unconditional, continuing, irrevocable and absolute without counterclaim or
set-off; provided, however, the obligation of each Bank shall not
extend to payments made under a Letter of Credit resulting from the Issuing
Bank153s gross negligence or willful misconduct in honoring any L/C Draft. In the
event that any Bank fails to make payment to the Administrative Agent of any
amount due under this Section 4.05, the Administrative Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Bank hereunder until the Administrative Agent
receives such payment from such Bank or such obligation is otherwise fully
satisfied, and such Bank shall pay to the Administrative Agent, for the account
of the applicable Issuing Bank, interest on the amount of such Bank153s
outstanding

obligation at the Federal Funds Rate; provided, however, that
nothing contained in this sentence shall relieve such Bank of its obligation to
reimburse the applicable Issuing Bank for such amount in accordance with this
Section 4.05. Notwithstanding the foregoing, no Bank shall have any
reimbursement, payment or other obligation with respect to any Letter of Credit
issued pursuant to the proviso in Section 4.02(ii) hereof.

SECTION 4.06. Reimbursement Obligation. The Borrower agrees
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Banks which have Commitments, the
amount of each drawing made under or pursuant to a Letter of Credit (such
obligation of the Borrower to reimburse the Administrative Agent for a drawing
made under a Letter of Credit being hereinafter referred to as a
“Reimbursement Obligation” with respect to such Letter of Credit) plus
all other charges and expenses with respect thereto specified in Section
4.07 or in the applicable L/C Application. If the Borrower at any time fails
to repay a Reimbursement Obligation pursuant to this Section 4.06, the
Borrower shall be deemed to have elected to borrow under a Syndicated Borrowing,
as of the date of the drawing giving rise to the Reimbursement Obligation and
equal in amount to the amount of the unpaid Reimbursement Obligation. Such
Syndicated Borrowing shall be made automatically, without notice and without any
requirement to satisfy the conditions precedent otherwise applicable to a
Syndicated Borrowing. Such Syndicated Borrowing shall be comprised of Base Rate
Advances made by the Banks, each Advance being in the amount of the portion of
the related drawing that shall have been funded by the applicable Bank. The
proceeds of such Syndicated Borrowing shall be used to repay such Reimbursement
Obligation.

SECTION 4.07. Issuing Bank Charges. In addition to the fees described
in Section 5.04(c), the Borrower agrees to pay to each Issuing Bank, (i)
on the date of issuance of each Letter of Credit (or on such other date as may
be agreed between the Borrower and the applicable Issuing Bank), a fronting fee
in respect of such Letter of Credit in an amount not to exceed. 125% per annum
of the face amount of such Letter of Credit, and (ii) all reasonable and
customary fees and other issuance, amendment, document examination, negotiation
and presentment expenses and related charges in connection with the issuance,
amendment, presentation of L/C Drafts, and the like customarily charged by the
Issuing Banks with respect to Letters of Credit, including, without limitation,
standard commissions, payable promptly following delivery to the Borrower of
each invoice in respect of any such amount. The Existing Letters of Credit shall
not be subject to the charges described herein to the extent such charges are
duplicative of charges paid with respect thereto pursuant to the Existing Credit
Agreement.

SECTION 4.08. Issuing Bank Reporting Requirements. In addition to the
notices required by Section 4.04(b), each Issuing Bank shall, no later
than the tenth Business Day following the last day of each month, provide to the
Administrative Agent, upon the Administrative Agent153s request, schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, amount, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Administrative Agent, each Issuing Bank shall
furnish to the Administrative Agent copies of any Letter of Credit to which the
Issuing Bank is party and such other documentation as may reasonably be
requested by the Administrative Agent. Upon the request of any Bank, the
Administrative Agent will provide to such Bank information concerning such
Letters of Credit.

SECTION 4.09. Indemnification; Exoneration.

(a) In addition to amounts payable as elsewhere provided in this Article
IV, the Borrower hereby agrees to protect, indemnify, pay and save harmless
the Administrative Agent, each Issuing Bank and each Bank from and against any
and all liabilities and costs which the Administrative Agent, such Issuing Bank
or such Bank may incur or be subject to as a consequence, direct or indirect, of
(i) the issuance of any Letter of Credit other than as a result of the gross
negligence or willful misconduct of the Issuing Bank, or (ii) the failure of the
applicable Issuing Bank to honor a drawing under a Letter of Credit as a result
of any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto Governmental Authority (all such acts or
omissions herein called “Governmental Acts“).

(b) As among the Borrower, the Banks, the Administrative Agent and the
Issuing Banks, the Borrower assumes all risks of the acts and omissions of, or
misuse of each Letter of Credit by, the beneficiary of such Letter of Credit. In
furtherance and not in limitation of the foregoing, neither the Administrative
Agent, any Issuing Bank nor any Bank shall be responsible for (unless caused by
its gross negligence or willful misconduct): (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of the Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or assigning or purporting to transfer or assign
a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
(iii) failure of the beneficiary of a Letter of Credit to comply duly with
conditions required in order to draw upon such Letter of Credit; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex, or other similar form of teletransmission or
otherwise; (v) errors in interpretation of technical trade terms; (vi) any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under any Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) any consequences arising from
causes beyond the control of the Administrative Agent, the Issuing Banks and the
Banks, including, without limitation, any Governmental Acts. None of the above
shall affect, impair, or prevent the vesting of any Issuing Bank153s rights or
powers under this Section 4.09.

(c) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of gross negligence or willful
misconduct, put the applicable Issuing Bank, the Administrative Agent or any
Bank under any resulting liability to the Borrower or relieve the Borrower of
any of its obligations hereunder to any such Person.

(d) Without prejudice to the survival of any other agreement of the Borrower
hereunder, the agreements and obligations of the Borrower contained in this
Section 4.09

shall survive the payment in full of the Advances and other obligations
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

ARTICLE V

GENERAL TERMS

SECTION 5.01. 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 Eurocurrency Lending Office or its EURIBOR
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 Eurocurrency Lending Office or its
EURIBOR Lending Office) to make, maintain or fund its Eurocurrency Advances or
EURIBOR 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) Eurocurrency Advances and/or EURIBOR Advances, as
applicable, shall be suspended and each Eurocurrency Advance and/or EURIBOR
Advance, as applicable, 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 as
the Eurocurrency Advances or EURIBOR 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 Eurocurrency Advances and/or EURIBOR Advances to maturity, (B) shall
so specify in a written notice to the Borrower and the Administrative Agent and
(C) if at such time fewer than three (3) Banks shall have reached a similar
determination, shall deliver to the Borrower and the Administrative Agent an
opinion of counsel concurring in such determination, the Borrower shall
immediately Convert in full the then outstanding principal amount of each such
Eurocurrency Advance and/or EURIBOR Advance into a Base Rate Advance in an equal
principal amount (on which interest and principal shall be payable
contemporaneously with the related Eurocurrency Advances or EURIBOR Advances of
the other Banks).

(b) If, with respect to Borrowings to consist of Eurocurrency Advances or
EURIBOR Advances, (i) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon all parties hereto) that by
reason of circumstances affecting generally either the London interbank market
or the Brussels euro-zone interbank market, as applicable, and after using its
best efforts to ascertain the interest rate applicable to either the
Eurocurrency Advances or EURIBOR Advances, as applicable, adequate and
reasonable means do not exist for ascertaining such applicable

rate, or (ii) by the Eurocurrency Business Day or the EURIBOR Business Day,
as applicable, before the first day of any Interest Period in respect of a
Borrowing to consist of Eurocurrency Advances or EURIBOR Advances, the
Administrative Agent shall have received notice from the Majority Banks (or, in
the case of a Competitive Bid Borrowing comprised of Eurocurrency Bid Rate
Advances or EURIBOR Bid Rate Advances, Banks selected to make more than fifty
percent (50%) of the aggregate principal amount of such Advances) that after
using their respective best efforts to obtain deposits in the applicable Agreed
Currency, such deposits are not available to such Banks (as such best efforts
and unavailability are conclusively certified in writing to the Administrative
Agent and the Borrower) in the ordinary course of business in the London
interbank market or the Brussels euro-zone interbank market, as applicable, in
sufficient amounts to make its Eurocurrency Advances or EURIBOR Advances, then,
in each case, 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 Eurocurrency Advances or EURIBOR Advances, as applicable, for
such Borrowing or any subsequent Borrowing (and the right of the Borrower to
Convert Advances into Eurocurrency Rate Advances or EURIBOR Rate Advances, as
applicable) 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 Eurocurrency Advances or EURIBOR
Advances, as applicable, 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 Type of Advance, which Base Rate Advance shall be made on the date
specified in the original Notice of Borrowing. 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 Eurocurrency Bid Rate Advances or EURIBOR Bid Rate Advances, Banks
selected to make more than fifty percent (50%) of the aggregate principal amount
of such Advances) shall, by 11:00 a.m. (Chicago time) on the Eurocurrency
Business Day or the EURIBOR Business Day, as applicable, before the first day of
any Interest Period in respect of a Borrowing to consist of Eurocurrency
Advances or EURIBOR Advances, as applicable, notify the Administrative Agent and
the Borrower (setting forth in writing the reasons therefor) that the
Eurocurrency Rate for Eurocurrency Advances and/or the EURIBOR for EURIBOR
Advances comprising such Borrowing will not adequately reflect the cost to such
Banks of making or funding their respective Advances for such Borrowing or
Conversion, the right of the Borrower to select Eurocurrency Advances and/or
EURIBOR Advances, as applicable, 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
Eurocurrency Advances and/or EURIBOR Advances, as applicable, 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 Type of Advance, which Base Rate Advance
shall be made on the date specified in the original

Notice of Borrowing. 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 5.02. Effect of Notice of Borrowing; Maximum Number of
Borrowings.

(a) Subject to Section 5.01, each Notice of Borrowing and Notice of
Interest Rate Election shall be irrevocable and binding on the Borrower.

(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 fifteen (15)
Borrowings outstanding (whether Syndicated Borrowings, Competitive Bid
Borrowings, or any combination of the foregoing).

SECTION 5.03. Effect of Failure to Borrow or Fund.

(a) In the case of any Borrowing which the related Notice of Borrowing
specifies is to be comprised of Fixed Rate Advances, the Borrower shall
indemnify each Bank against all direct out-of-pocket losses and reasonable
expenses incurred by such Bank as a result of any failure by the Borrower to
fulfill on or before the date specified for such Borrowing the applicable
conditions set forth in Article VI 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 5.03(a) with respect
to consequential damages or loss of anticipated profits arising or incurred by
such Bank in connection with the Borrower153s failure to fulfill timely the
applicable conditions set forth in Article VI.

(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 Bank153s ratable portion of such Borrowing, the Administrative Agent may
assume that such Bank has made such portion available to the Administrative
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, the Federal Funds Rate. If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank153s 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.

SECTION 5.04. 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 Bank153s Commitment. The
applicable rate for any period shall be determined on the basis of the publicly
announced ratings (“Credit Ratings“) by Moody153s, S&P and Fitch on the
Borrower153s senior unsecured Debentures during such period, the applicable rate
to change when and as such Credit Ratings change.


Level	Credit Ratings of Borrower153s Unsecured Debentures	Facility Fee
I.	Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A2 by Moody153s, (ii) A by S&P and (iii) A by Fitch; provided that, notwithstanding the foregoing, in the event that the Moody153s Credit Rating is A3, the S&P Credit Rating is A+ and the Fitch Credit Rating is A-, Level I shall be in effect		0.080	%

II.	Level I shall not apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A3 by Moody153s, (ii) A- by S&P and (iii) A- by Fitch		0.100	%


Level	Credit Ratings of Borrower153s Unsecured Debentures	Facility Fee
III.	Neither Level I nor Level II shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa1 by Moody153s, (ii) BBB+ by S&P and (iii) BBB+ by Fitch		0.125	%

IV.	Neither Level I, Level II nor Level III shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa2 by Moody153s, (ii) BBB by S&P and (iii) BBB by Fitch		0.150	%

V.	Neither Level I, Level II, Level III nor Level IV shall apply		0.175	%

The facility fee described in this Section 5.04(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 Bank153s
Commitment hereunder, and shall be payable quarterly during the term of each
Bank153s Commitment hereunder, in arrears, not later than the last day of each
January, April, July and October, and, in the case of each Bank, on the date
such Bank153s Commitment shall be reduced to zero.

(b) Credit Rating Determinations. For purposes of determining the
applicable facility fee and letter of credit fees with respect to any period and
the Eurocurrency Margin and EURIBOR Margin at any time:

(i) Any change in a Credit Rating shall be deemed to become effective on the
date of public announcement thereof and shall remain in effect until the date of
public announcement that such rating shall no longer be in effect.

(ii) If, during any period, at least two (2) of Moody153s, S&P and Fitch
shall not have publicly announced a Credit Rating with respect to the Borrower153s
senior unsecured Debentures, the Borrower shall be at Level V; provided
that the Borrower may, at any time during such period, substitute another
nationally recognized rating agency acceptable to the Majority Banks for
Moody153s, S&P or Fitch. Any Credit Rating assigned by a substitute credit
agency, prior to the determination of the facility fee or letter of credit fee
for the period during which such Credit Rating shall be in effect or the
determination of the applicable Eurocurrency Margin or EURIBOR Margin at any
time, shall be converted to the nationally recognized equivalent thereof under
the rating system employed by Moody153s, S&P or Fitch, as applicable.

(c) Letter of Credit Fees. In addition to the fees described in
Section 4.07, the Borrower agrees to pay to the Administrative Agent for
the account of each Bank a letter of credit fee, in respect of any period, at
the respective rates per annum set forth below, on the average daily aggregate
amount of such Bank153s L/C Interest in respect of all Letters of Credit issued
but undrawn during such period. The applicable rate for any period shall be
determined on the basis of the Credit Ratings on the Borrower153s senior unsecured
Debentures during such period, the applicable rate to change when and as such
Credit Ratings change.


Level	Credit Ratings of Borrower153s Unsecured Debentures	Letter of Credit Fee Rate
I.	Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A2 by Moody153s, (ii) A by S&P and (iii) A by Fitch; provided that, notwithstanding the foregoing, in the event that the Moody153s Credit Rating is A3, the S&P Credit Rating is A+ and the Fitch Credit Rating is A-, the Level I letter of credit fee rate : LIBOR Market Rate Spread shall be in effect		0.250	%

II.	Level I shall not apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A3 by Moody153s, (ii) A- by S&P and (iii) A- by Fitch		0.375	%

III.	Neither Level I nor Level II shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa1 by Moody153s, (ii) BBB+ by S&P and (iii) BBB+ by Fitch		0.500	%

IV.	Neither Level I, Level II nor Level III shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa2 by Moody153s, (ii) BBB by S&P and (iii) BBB by Fitch		0.625	%


Level	Credit Ratings of Borrower153s Unsecured Debentures	Letter of Credit Fee Rate
V.	Neither Level I, Level II, Level III nor Level IV shall apply		0.750	%

The letter of credit fee described in this Section 5.04(c) for letters
of credit shall accrue from and including the date of initial issuance to but
excluding the Termination Date or, in the case of any Bank, the earlier date of
reduction to zero of such Bank153s Commitment hereunder, and shall be payable
quarterly during the term of each Bank153s Commitment hereunder, in arrears, not
later than the last day of each January, April, July and October, and, in the
case of each Bank, on the date such Bank153s Commitment shall be reduced to zero.

SECTION 5.05. Reduction of the Commitments. The Borrower may, upon at
least three (3) Business Days153 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 cause the Aggregate
Commitments to be less than the Facility Usage 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) $20,000,000 (or an
integral multiple of $5,000,000 in excess thereof) (or the Approximate Dollar
Amounts thereof if denominated in an Agreed Currency other than Dollars) and (B)
the amount by which the Aggregate Commitments exceeds the Facility Usage at such
time.

SECTION 5.06. 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 5.07. 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 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 date such Base Rate Advance shall be Converted,
repaid (whether due to acceleration or otherwise), on the principal amount so
repaid, or paid in full.

(b) Eurocurrency Rate Advances. If such Advance is a Eurocurrency Rate
Advance, a rate per annum equal at all times during the Interest Period for such
Advance to the Eurocurrency Rate for such Interest Period plus the
Eurocurrency Margin (such rate to change when and as the Eurocurrency Margin
changes), payable in arrears on the last day of such Interest Period (and, if
such Interest Period has a duration of more than three (3) months, on the date
during such Interest Period which occurs three (3) months after the first day of
such Interest Period) and on the date such Eurocurrency Rate

Advance shall be Converted, repaid (whether due to acceleration or
otherwise), on the principal amount so repaid, or paid in full.

“Eurocurrency Margin” means, at any time with respect to each
Eurocurrency Rate Advance outstanding at such time (for any Advance in any
Agreed Currency other than Euro), the applicable rate per annum set forth in the
table below, determined in accordance with Section 5.04(b) on the basis
of the Credit Ratings on the Borrower153s senior unsecured Debentures at such
time:


	Credit Ratings of	Eurocurrency
Level	Borrower153s Unsecured Debentures	Margin
I.	Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A2 by Moody153s, (ii) A by S&P and (iii) A by Fitch; provided that, notwithstanding the foregoing, in the event that the Moody153s Credit Rating is A3, the S&P Credit Rating is A+ and the Fitch Credit Rating is A-, Level I shall be in effect	LIBOR Market Rate Spread (min/max) 0.250% / 0.750%

II.	Level I shall not apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A3 by Moody153s, (ii) A- by S&P and (iii) A- by Fitch	LIBOR Market Rate Spread (min/max) 0.375% / 1.00%

III.	Neither Level I nor Level II shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa1 by Moody153s, (ii) BBB+ by S&P and (iii) BBB+ by Fitch	LIBOR Market Rate Spread (min/max) 0.500% / 1.250%

IV.	Neither Level I, Level II nor Level III shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa2 by Moody153s, (ii) BBB by S&P and (iii) BBB by Fitch	LIBOR Market Rate Spread (min/max) 0.625% / 1.500%


	Credit Ratings of	Eurocurrency
Level	Borrower153s Unsecured Debentures	Margin
V.	Neither Level I, Level II, Level III nor Level IV shall apply	LIBOR Market Rate Spread (min/max) 0.750% / 1.750%

(c) EURIBOR Rate Advances. If such Advance is a EURIBOR Rate Advance,
a rate per annum equal at all times during the Interest Period for such Advance
to EURIBOR for such Interest Period plus the EURIBOR Margin (such rate to
change when and as the EURIBOR Margin changes), payable on the last day of such
Interest Period (and, if such Interest Period has a duration of more than three
(3) months, on the date during such Interest Period which occurs three (3)
months after the first day of such Interest Period) and on the date such EURIBOR
Rate Advance shall be Converted, repaid (whether due to acceleration or
otherwise), on the principal amount so repaid, or paid in full.

“EURIBOR Margin” means, at any time with respect to each EURIBOR Rate
Advance outstanding at such time (for any Advance in Euro), the applicable rate
per annum set forth in the table below, determined in accordance with
Section 5.04(b) on the basis of the Credit Ratings on the Borrower153s
senior unsecured Debentures at such time:


	Credit Ratings of	EURIBOR
Level	Borrower153s Unsecured Debentures	Margin
I.	Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A2 by Moody153s, (ii) A by S&P and (iii) A by Fitch; provided that, notwithstanding the foregoing, in the event that the Moody153s Credit Rating is A3, the S&P Credit Rating is A+ and the Fitch Credit Rating is A-, Level I shall be in effect	LIBOR Market Rate Spread (min/max) 0.250% / 0.750%

II.	Level I shall not apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) A3 by Moody153s, (ii) A- by S&P and (iii) A- by Fitch	LIBOR Market Rate Spread (min/max) 0.375% / 1.00%


	Credit Ratings of	EURIBOR
Level	Borrower153s Unsecured Debentures	Margin
III.	Neither Level I nor Level II shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa1 by Moody153s, (ii) BBB+ by S&P and (iii) BBB+ by Fitch	LIBOR Market Rate Spread (min/max) 0.500% / 1.250%

IV.	Neither Level I, Level II nor Level III shall apply, and Credit Ratings are better than or equal to at least two (2) of the following three (3): (i) Baa2 by Moody153s, (ii) BBB by S&P and (iii) BBB by Fitch	LIBOR Market Rate Spread (min/max) 0.625% / 1.500%

V.	Neither Level I, Level II, Level III nor Level IV shall apply	LIBOR Market Rate Spread (min/max) 0.750% / 1.750%

(d) Competitive Bid Advances. Subject to Section 5.01, 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, (ii) in the case of a
Eurocurrency Bid Rate Advance, to the Eurocurrency 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, and (iii) in the case of a EURIBOR
Bid Rate Advance, to the EURIBOR 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 ninety (90) days or three (3) months, as the case may be, on each day which
occurs during such Interest Period every ninety (90) days or three (3) months,
as the case may be, from the first day of such Interest Period.

SECTION 5.08. Additional Interest on Eurocurrency Advances and EURIBOR
Advances.

(a) 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 Eurocurrency Advance and/or EURIBOR Advance, as
applicable, 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 Eurocurrency Rate or EURIBOR, as applicable, for such Interest Period
from (ii) the rate obtained by dividing the applicable rate referred to in
clause (i) above by that percentage equal to 100% minus the Eurocurrency
Rate Reserve Percentage of such Bank for such Interest Period, payable on each
date on which interest is payable on such Advance.

(b) For so long as any Bank is required to make special deposits with or
comply with reserve assets, liquidity, cash margin or other requirements of any
monetary or other authority (including any such requirement imposed by the Bank
of England, the Financial Services Authority, the European Central Bank or the
European System of Central Banks, but excluding requirements reflected in the
Eurocurrency Rate Reserve Percentage) in respect of any of such Bank153s Fixed
Rate Advances, such Bank shall be entitled to require the Borrower to pay,
contemporaneously with each payment of interest on each of such Bank153s Advances
subject to such requirements, additional interest on such Advance at a rate per
annum specified by such Bank to be the actual cost to such Bank of complying
with such requirements in relation to such Advance.

(c) Any additional interest owed pursuant to subsections (a) or
(b) above shall be determined by such Bank and such Bank shall deliver
written notice thereof to the Borrower through the Administrative Agent;
provided that in the case of any such required reserves, special deposits
or other requirements referred to in subsections (a) or (b) above
that are imposed after the date of this Agreement, the Borrower shall not be
required to compensate a Bank pursuant to this Section for any additional
interest incurred more than 120 days prior to the date that such Bank notifies
the Borrower of such required reserves, special deposits or other requirements.
The Bank153s determination shall be prima facie evidence thereof.
Such additional interest shall be payable to the Administrative Agent for the
account of such Bank on each date on which interest is payable for such Advance.

SECTION 5.09. 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 two percent (2%) per annum above the
interest rate in effect from time to time with respect to the applicable
Advance.

SECTION 5.10. Interest Rate Determinations. 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
5.07 and the applicable interest rate under Section 5.07(b) and
Section 5.07(c) and (ii) the Borrower and each Bank that is to make a
Eurocurrency Bid Rate Advance or a EURIBOR Bid Rate Advance in connection with
any Notice of Competitive Bid Borrowing, of the applicable rate, if any,
determined by the Administrative Agent for determining the applicable
Eurocurrency Bid Rate or EURIBOR Bid Rate with respect to such Advance.

SECTION 5.11. Performance of Banks153 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) Eurocurrency Rate Advances or EURIBOR Rate
Advances hereunder pursuant to Section 5.01(a), (b) that would permit
such Bank to demand additional interest or increased costs pursuant to
Section 5.08 or Section 5.13 or (c) that would permit the
Administrative Agent or the Majority Banks pursuant to Section 11.12 to
denominate an Advance in Dollars rather than the applicable Agreed Currency.
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 Eurocurrency Rate Advances or EURIBOR
Rate Advances through another office or lending office, and with respect to
increased costs or additional interest, to reduce such increased costs or
additional interest (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, in any material respect, any increased
cost, loss, liability or other material disadvantage to such Bank in such Bank153s
reasonable judgment), in either case if by taking the action contemplated by the
foregoing, such event or circumstance would cease to exist.

SECTION 5.12. Optional Prepayments.

(a) The Borrower may, upon notice to the Administrative Agent, given not
later than 9:00 a.m. (Chicago time) on the proposed date of prepayment, in the
case of prepayment of an Advance in Dollars, and 10:00 a.m. (London time) three
(3) Business Days before the proposed date of prepayment, in the case of
prepayment of an Advance in an Agreed Currency other than Dollars, by facsimile,
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, 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 in the case of a prepayment of an Advance in an Agreed Currency other than
Dollars, such notice shall also be given by the Borrower to J.P. Morgan Europe
Limited; provided further that each partial prepayment shall be in
an amount not less than $20,000,000 and in an integral multiple of $5,000,000 in
excess thereof (or the Approximate Dollar Amount if such Syndicated Advances to
be so prepaid are denominated in Agreed Currencies other than Dollars). Each
such optional prepayment 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
Eurocurrency Rate Advances or EURIBOR Rate Advances on any day other than the
last day of an Interest Period therefor, the Borrower shall reimburse each Bank
for the losses, costs and expenses contemplated in Section 11.04(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
5.12, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank153s 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 5.13. Increased Costs. Subject to Section 5.11, if,
after the date of this Agreement, any of the following (a “Change in
Law“) shall occur:

(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
Eurocurrency 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 increase in the cost to any Bank of agreeing or committing to
make or making, funding or maintaining any Advances hereunder or issuing or
participating in any Letters of Credit (including, without limitation any
conversion of an Advance denominated in an Agreed Currency other than Euro into
an Advance denominated in Euro); 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 Basel 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
Bank153s commitment to lend hereunder and other commitments of this type, or upon
the making or funding of its Advances hereunder or upon the issuing or
maintaining of its L/C Interest hereunder (including, without limitation any
conversion of an Advance denominated in an Agreed Currency other than Euro into
an Advance denominated in Euro),

then the Borrower shall from time to time, upon 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, within 120 days after such
written demand, 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 Bank153s commitment to lend or
maintain Advances or to issue or maintain its L/C Interests 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 prima
facie evidence thereof. Notwithstanding anything herein to the contrary,
(i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder, issued in
connection therewith or in implementation thereof and (ii) all requests, rules,
guidelines, requirements and directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to
be a Change in Law regardless of the date enacted, adopted, issued or
implemented.

Failure or delay on the part of any Bank or Issuing Bank to demand
compensation pursuant to this Section shall not constitute a waiver of such
Bank153s or Issuing Bank153s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Bank or Issuing Bank
pursuant to this Section for any increased costs incurred or reductions suffered
more than 120 days prior to the date that such Bank or Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions, and of such Bank153s or Issuing Bank153s intention to claim
compensation therefor; provided further that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
120-day period referred to above shall be extended to include the period of
retroactive effect thereof.

SECTION 5.14. Payments and Computations.

(a) The Borrower shall make each payment of principal or interest in respect
of any Advance or under any Notes not later than 12:00 noon (Local Time) on the
day when due and in the currency in which such Advance was made to the Borrower,
to the Administrative Agent in same day funds and without set-off, counterclaim
or other deduction; all other payments hereunder or under the Notes shall be
made in Dollars. All payments hereunder shall be made to the Administrative
Agent at (except as set forth in the next sentence) the Administrative Agent153s
address specified in Section 11.02, or at any other Applicable Lending
Office of the Administrative Agent specified in writing by the Administrative
Agent to the Borrower, and, in the case of Syndicated Borrowings, shall be
applied ratably by the Administrative Agent among the Banks. All payments to be
made by the Borrower hereunder in any currency other than Dollars shall be made
to the Administrative Agent at the account for payments in such currency
specified by the Administrative Agent in writing to the Borrower. The
Administrative Agent is hereby authorized to charge the Borrower153s 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 cause to be
distributed like funds relating to such payment ratably (in accordance with all

like obligations then due and payable to which such payment relates) to the
Banks for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Bank, to such
Bank for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.

(b) Notwithstanding the foregoing provisions of this Section 5.14, if,
after the making of any Advance in any currency other than Dollars, currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the type of currency in which the Advance was made
(the “Original Currency“) no longer exists or the Borrower is not able to
make payment to the Administrative Agent for the account of the Banks in such
Original Currency, then all payments to be made by the Borrower hereunder in
such currency shall instead be made when due in Dollars in an amount equal to
the Dollar Amount (as of the date of repayment) of such payment due, it being
the intention of the parties hereto that the Borrower take all risks of the
imposition of any such currency control or exchange regulations.

(c) All computations of interest based on the Base Rate shall, to the extent
such Base Rate is determined by reference to the Prime 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, facility fees and letter of credit 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 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.

(d) Whenever any payment hereunder or under any 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 and facility fees, as the
case may be. If such extension would cause such payment with respect to a
Eurocurrency Advance or EURIBOR Advance to be made in the next following
calendar month, such payment shall be made on the immediately preceding
applicable 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.

(e) 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 repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each

day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds Rate.

SECTION 5.15. Taxes. (a) Any and all payments by the Borrower
hereunder or under any Notes shall be made, in accordance with Section
5.14, 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, (ii) in the case of each Bank, taxes imposed on
its net income, and franchise taxes imposed on it, by the jurisdiction of such
Bank153s Applicable Lending Office or any political subdivision thereof, and (iii)
any taxes imposed on any “withholdable payment” payable to a Bank as a result of
the failure of such Bank to satisfy the applicable requirements as in effect
after December 31, 2012 in FATCA to establish that such payment is exempt from
withholding under FATCA (all such taxes, levies, imposts, deductions, charges,
withholdings and liabilities, less the exclusions described in clauses
(i), (ii) and (iii) 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 listed on Schedule 1.02 or to any lending or
other office established pursuant to Section 5.11 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 5.15) 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 120 days from the date such Bank or the
Administrative Agent (as the case may be) makes written demand therefor, which
demand shall be made within 120 days after such Bank or the Administrative
Agent, as applicable, becomes aware of the imposition on it of such Tax or Other
Tax or the incurrence by it of such liability and which demand shall
demonstrate, in reasonable detail, the circumstances concerning the imposition
of, and the calculations used to determine, such Taxes or Other Taxes.

(d) Without limiting the generality of the foregoing, all Banks shall deliver
to the Borrower and the Administrative Agent (in such number of copies
reasonably requested by the Borrower and the Administrative Agent) on or prior
to the date on which each Bank becomes a party hereto, duly completed and
executed copies of whichever of

the following is applicable in order to establish that the Banks are entitled
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:

(i) in the case of a Bank that is a U.S. Person (as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the
“Code“)), IRS Form W-9 certifying that such Bank is exempt from U.S.
Federal backup withholding tax;

(ii) in the case of a Non-U.S. Bank claiming the benefits of an income tax
treaty to which the United States is a party (1) with respect to payments of
interest under the Agreement or any Notes, IRS Form W-8BEN establishing an
exemption from U.S. Federal withholding Tax pursuant to the “interest” article
of such tax treaty and (2) with respect to any other applicable payments under
this Agreement, IRS Form W-8BEN establishing an exemption from U.S. Federal
withholding Tax pursuant to the “business profits” or “other income” article of
such tax treaty;

(iii) in the case of a Non-U.S. Bank for whom payments under this Agreement
constitute income that is effectively connected with such Bank153s conduct of a
trade or business in the United States, IRS Form W-8ECI;

(iv) in the case of a Non-U.S. Bank claiming the benefits of the exemption
for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN
and (2) a certificate substantially in the form of Exhibit 5.15(d)(iv)
hereto (any such certificate, a “Section 5.15(d)(iv) Certificate“) to the
effect that such Bank is not (a) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code, and (d) conducting a
trade or business in the United States with which the relevant interest payments
are effectively connected;

(v) in the case of a Non-U.S. Bank that is not the beneficial owner of
payments made under this Agreement (including a partnership or a participating
Bank) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms
prescribed in this subsection (d) that would be required of each such
beneficial owner or partner of such partnership if such beneficial owner or
partner were a Bank; provided, however, that if the Bank is a
partnership and one or more of its partners are claiming the exemption for
portfolio interest under Section 881(c) of the Code, such Bank may provide a
Section 5.15(d)(iv) Certificate on behalf of such partners; or

(vi) any other form prescribed by law as a basis for claiming exemption from
U.S. Federal withholding Tax together with such supplementary

documentation necessary to enable the Borrower or the Administrative Agent to
determine the amount of Tax (if any) required by law to be withheld.

Thereafter and from time to time, each Bank shall submit to the Borrower such
additional duly completed and signed copies of the above applicable 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 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. 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 any form or certificate that such Bank is obligated to
submit pursuant to this subsection (d), or that such Bank is required to
withdraw or cancel any such form or certificate previously submitted, such Bank
shall promptly notify the Borrower 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 5.15. No amount that
shall be required to be paid by the Borrower pursuant to subsections
(a), (b) or (c) of this Section 5.15 shall be
payable by the Borrower to any Bank that (i) is not, on the date this Agreement
is executed by such Bank, either (x) required to submit Form W-8BEN or any
successor thereto (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 W-8ECI or any successor thereto
(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) and a Section 5.15(d)(iv) Certificate, as the case may be, 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.

(e) Any Bank claiming additional amounts payable pursuant to this Section
5.15 shall use reasonable efforts to change the jurisdiction of its office
or Applicable Lending Office if the making of such change would avoid the need
for, or reduce the amount of, any additional amounts that may thereafter accrue
and would not, in the reasonable judgment of such Bank, be otherwise materially
disadvantageous to such Bank.

(f) If any party determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified pursuant to this Section 5.15 (including additional
amounts paid pursuant to this Section 5.15), it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 5.15 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
(including any Taxes or Other Taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such
indemnified party, shall

repay to such indemnified party the amount paid to such indemnified party
pursuant to the previous sentence (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) in the event such indemnified
party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 5.15(f), in no
event will any indemnified party be required to pay any amount to any
indemnifying party pursuant to this Section 5.15(f) if such payment would
place such indemnified party in a less favorable position (on a net after-Tax
basis) than such indemnified party would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid.
This Section 5.15(f) shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to
its Taxes or Other Taxes which it deems confidential) to the indemnifying party
or any other Person.

(g) Each party153s obligations under this Section 5.15 shall survive any
assignment of rights by, or the replacement of, a Bank, the termination of the
Commitments and the repayment, satisfaction or discharge of all other
obligations under this Agreement or any Notes.

SECTION 5.16. Noteless Agreement; Evidence of Indebtedness.

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

(b) The Administrative Agent shall maintain accounts in which it will record
(i) the amount of each Advance made hereunder, the currency in which such
Advance is denominated and Type thereof and the Interest Period, if any, with
respect thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Bank hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower and each Bank153s share thereof.

(c) The entries maintained in the accounts maintained pursuant to
subsections (a) and (b) above shall be prima facie
evidence of the existence and amounts of the Advances therein recorded;
provided, however, that the failure of the Administrative Agent or
any Bank to maintain such accounts or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Borrowings in accordance with
their terms.

(d) Any Bank may request that its Advances be evidenced by a promissory note
(each, a “Note“). In such event, the Borrower shall prepare, execute and
deliver to such Bank a Note or separate Notes evidencing such Syndicated
Advances and Competitive Bid Advances, at such Bank153s request, payable to the
order of such Bank in a form or forms supplied by the Administrative Agent.
Thereafter, the Advances evidenced by such Note or Notes and interest thereon
shall at all times (including after any assignment pursuant to Section
11.06) be represented by one or more Notes payable to the order of the payee
named therein or any assignee pursuant to Section 11.06, except

to the extent that any such Bank or assignee subsequently returns any such
Note for cancellation and requests that such Advances once again be evidenced as
described in subsections (a) and (b) above.

SECTION 5.17. Sharing of Payments, Etc. Except for payments made
pursuant to Section 5.18, if any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) on account of any Advance made by it or any L/C Interest in excess of
its ratable share of all payments obtained by Banks on account of, as
applicable, the Advances comprising the Borrowing (whether the Borrowing to
which it shall be applied is a Syndicated Borrowing or a Competitive Bid
Borrowing) to which such Advance relates or in respect of the Letter of Credit
to which such L/C Interest relates, such Bank shall forthwith purchase from the
other Banks which shall then have Advances outstanding comprising a part of such
Borrowing participations in the Advances comprising a part of such Borrowing
(or, as applicable, purchase from the other Banks participations in the L/C
Interests in the related Letter of Credit) as shall be necessary to cause such
purchasing Bank to share the excess payment (net of any expenses which may be
incurred by such Bank in obtaining or preserving such excess payment) ratably
with respect to such Borrowing or Letter of Credit with each of such other
Banks. If all or any portion of such excess payment is thereafter recovered from
such purchasing Bank, such purchase from each selling Bank shall be rescinded
and such selling Bank shall repay to the purchasing Bank the purchase price to
the extent of such recovery together with an amount equal to such selling Bank153s
ratable share (according to the proportion of (i) the amount of such selling
Bank153s 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 5.17 may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation. Nothing contained herein shall require any
Bank to exercise any right it may have of set-off, bankers153 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 5.17 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 5.17
to share in the benefits of any recovery on such secured claim.

SECTION 5.18. 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
5.05 and the right of the Borrower to ratably prepay Advances as described
in Section 5.12, 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 5.18
if a Bank becomes a Defaulting Bank or a Non-Consenting Bank or if the Borrower
shall have received notice (a “Special Notice“) that such Bank (i) cannot
extend a Eurocurrency Rate Advance and/or EURIBOR Rate Advance and shall
exercise

its rights pursuant to Section 5.01(a), (ii) claims additional
interest pursuant to Section 5.08, (iii) claims reimbursement for
increased costs or reduced returns pursuant to Section 5.13, (iv) claims
reimbursement for Taxes or Other Taxes pursuant to Section 5.15 or (v)
elects not to make an Advance in the applicable Agreed Currency pursuant to
Section 11.12.

(b) Upon receipt by the Borrower of a Special Notice from any Bank or upon a
Bank becoming a Defaulting Bank or a Non-Consenting 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 (a “Terminated Bank“), (ii)
the proposed effective date of termination (“Bank Termination Date“) of
the unused portion of such Terminated Bank153s Commitment, which date shall not in
any event be less than five (5) Business Days following the date of such
Termination Notice, and (iii) if applicable, 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 EURIBOR Advance or Eurocurrency 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 Bank153s 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 Bank153s
Commitment, become effective as and when such Terminated Bank153s 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 Successor Bank)
corresponding in respective amounts to each Advance being prepaid as of such
date, each of which Advances shall

have an Interest Period, if any, 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 5.18 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 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 5.18(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 5.18. On a Bank
Termination Date, the applicable Successor Bank (or Successor Banks, as
applicable) shall succeed to the L/C Interests of the Terminated Bank, and the
Terminated Bank shall thereafter cease to have any L/C Interest or any
participation in, or liability for any drawings made under, any Letter of
Credit.

(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 Bank153s Commitment and the
prepayment of such Bank153s Advances pursuant to this Section 5.18 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 5.13, or to comply
with all other terms and conditions of this Agreement (including, without
limitation, Section 11.04). 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 5.19. Defaulting Banks. Notwithstanding any provision of this
Agreement to the contrary, if any Bank becomes a Defaulting Bank then the
following provisions shall apply for so long as such Bank is a Defaulting Bank:

(a) Fees shall cease to accrue on the unfunded Commitment of such Defaulting
Bank pursuant to Section 5.04(a). Each Defaulting Bank shall be entitled
to receive letter of credit fees under Section 5.04(c) for any period
during which such Bank is a Defaulting Bank only to the extent allocable to its
L/C Interest of the stated amount of Letters of Credit for which it has provided
cash collateral to the Administrative Agent.

(b) The Commitments, Advances and L/C Interests of such Defaulting Bank shall
not be included in determining whether the Majority Banks have taken or may take
any action hereunder (including any consent to any amendment or waiver pursuant
to Section 11.01) which requires Majority Banks consent.

(c) All or any part of any L/C Interest shall be reallocated among the
non-Defaulting Banks in accordance with their respective Commitments but only to
the extent such reallocation does not cause any non-Defaulting Bank to exceed
its Commitment; provided that if such reallocation cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or
remedy available to it hereunder or under law, within one (1) Business Day
following notice by the Administrative Agent cash collateralize for the benefit
of each Issuing Bank the Borrower153s obligations corresponding to such Defaulting
Bank153s L/C Interest (after giving effect to any partial reallocation described
in this clause (c)) in accordance with the procedures set forth in
Section 9.02 for so long as such L/C Interest is outstanding.
Notwithstanding the foregoing, reallocation of L/C Interests in accordance with
the terms of this Agreement shall not constitute a waiver or release of claims
against any such Defaulting Bank.

(d) If the Borrower cash collateralizes any portion of such Defaulting Bank153s
L/C Interest pursuant to clause (c) above, the Borrower shall not be
required to pay any fees to such Defaulting Bank pursuant to Section
5.04(c) with respect to such Defaulting Bank153s L/C Interest during the
period such Defaulting Bank153s L/C Interest is so cash collateralized.

(e) If the L/C Interest of the non-Defaulting Banks are reallocated pursuant
to clause (c) above, then the fees payable to the Banks pursuant to
Sections 5.04(a) and (c) shall be adjusted in accordance with such
non-Defaulting Banks153 applicable L/C Interests.

(f) If all or any portion of such Defaulting Bank153s L/C Interest is neither
cash collateralized nor reallocated pursuant to clause (c) above, then,
without prejudice to any rights or remedies of the Issuing Banks or any other
Bank hereunder, all facility fees that otherwise would have been payable to such
Defaulting Bank (solely with respect to the portion of such Defaulting Bank153s
Commitment that was utilized by such L/C Interest) and letter of credit fees
payable under Section 5.04(c) with respect to such Defaulting Bank153s L/C
Interest shall be payable, on a pro rata basis, to the Issuing Banks until each
such L/C Interest is cash collateralized and/or reallocated.

(g) So long as such Bank is a Defaulting Bank, the Issuing Banks shall not be
required to issue, amend or increase any Letter of Credit, unless, in each case,
the applicable Issuing Bank is satisfied that the related exposure will be 100%
covered by the non-Defaulting Banks, cash collateral provided pursuant to
clause fifth of Section 5.19(h) below and/or cash
collateral will be provided by the Borrower in accordance with Section
5.19(c).

(h) Any payment of principal, interest, fees or other amounts received by the
Administrative Agent hereunder for the account of such Defaulting Bank (whether
voluntary or mandatory, at maturity, pursuant to Article IX or otherwise)
or received by the Administrative Agent from a Defaulting Bank pursuant to
Section 11.05 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any
amounts owing by such Defaulting Bank to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such
Defaulting Bank to any Issuing Bank hereunder; third, to cash
collateralize the Issuing Banks153 exposure with respect to such Defaulting Bank;
fourth, as the Borrower may request (so long as no Event of Default or
Unmatured Event of Default exists), to the funding of any Advance in respect of
which such Defaulting Bank has failed to fund its portion thereof as required by
this Agreement; fifth, if so determined by the Administrative Agent and
the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Bank153s potential future funding obligations with
respect to Advances under this Agreement and (y) cash collateralize the Issuing
Banks153 future exposure with respect to such Defaulting Bank with respect to
future Letters of Credit issued under this Agreement; sixth, to the
payment of any amounts owing to the Banks or the Issuing Banks as a result of
any judgment of a court of competent jurisdiction obtained by any Bank or the
Issuing Banks against such Defaulting Bank as a result of such Defaulting Bank153s
breach of its obligations under this Agreement; seventh, so long as no
Event of Default or Unmatured Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of
competent jurisdiction obtained by the Borrower against such Defaulting Bank as
a result of such Defaulting Bank153s breach of its obligations under this
Agreement; and eighth, to such Defaulting Bank or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Advances or Reimbursement
Obligations in respect of which such Defaulting Bank has not fully funded its
proportionate share, and (y) such Advances were made or the related Letters of
Credit were issued at a time when the conditions set forth in Section
6.02 were satisfied or waived, such payment shall be applied solely to pay
the Advances of, and Reimbursement Obligations owed to, all non-Defaulting Banks
on a pro rata basis prior to being applied to the payment of any Advances of, or
Reimbursement Obligations owed to, such Defaulting Bank until such time as all
Advances and funded and unfunded participations in L/C Obligations are held by
the Banks pro rata in accordance with the Commitments without giving effect to
Section 5.19(c). Any payments, prepayments or other amounts paid or
payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a
Defaulting Bank or to post cash collateral pursuant to this Section
5.19(h) shall be deemed paid to and redirected by such Defaulting Bank, and
each Bank irrevocably consents hereto.

(i) In the event that the Administrative Agent, the Borrower and each Issuing
Bank agrees that a Defaulting Bank has adequately remedied all matters that
caused such Bank to be a Defaulting Bank, then the Advances and L/C Interests of
the Banks shall be readjusted to reflect the inclusion of such Bank153s Commitment
and on such date such Bank shall purchase at par such of the Advances of the
other Banks as the Administrative Agent shall determine may be necessary in
order for such Bank to hold such Advances in accordance with its applicable
Commitments.

(j) The Borrower may terminate the unused amount of the Commitment of any
Bank that is a Defaulting Bank upon not less than three Business Days153 prior
notice to the Administrative Agent (which shall promptly notify the Banks
thereof), and in such event the provisions of Section 5.19(h) will apply
to all amounts thereafter paid by the Borrower for the account of such
Defaulting Bank under this Agreement (whether on account of principal, interest,
fees, indemnity or other amounts); provided that (i) no Event of Default shall
have occurred and be continuing, and (ii) such termination shall not be deemed
to be a waiver or release of any claim the Borrower, the Administrative Agent,
any Issuing Bank or any Bank may have against such Defaulting Bank.

ARTICLE VI

CONDITIONS PRECEDENT

SECTION 6.01. Conditions Precedent to Effectiveness of Agreement. The
effectiveness of this Agreement and the obligation of each Bank to make its
initial Advance or for an Issuing Bank to issue the initial Letter of Credit
hereunder (whichever shall first be requested by the Borrower) is subject to the
condition precedent that the Administrative Agent shall have received all of the
following:

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

(b) 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 any Notes and the other documents or
certificates to be delivered pursuant to this Agreement.

(c) A certificate, signed by the chief financial officer of the Borrower,
stating that as of the date hereof (i) all representations and warranties in
this Agreement are correct in all material respects except to the extent such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, (ii) no Event of Default or Unmatured Event of Default has occurred and is
continuing and (iii) there are no unreimbursed drawings under any Existing
Letter of Credit.

(d) A favorable opinion of the General Counsel or Associate General Counsel
of the Borrower, substantially in the form set forth in Exhibit 6.01(d)
hereto.

SECTION 6.02. Conditions Precedent to Each Borrowing. The obligation
of each Bank to make an Advance on the occasion of each Borrowing (including the
First Borrowing) or for any Issuing Bank to issue any Letter of Credit shall be
subject to the additional conditions precedent that on the date of such
Borrowing or issuance of such Letter of Credit (a) immediately before and after
giving effect to such Borrowing and to the application of proceeds therefrom, or
(as applicable) immediately before and after the issuance of such Letter of
Credit, 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, or (as applicable) the submission of a request for
issuance of a Letter of Credit, shall be deemed to constitute a representation
and warranty by the Borrower that on the date of such Borrowing or such
issuance, immediately before and after giving effect thereto and to the
application of the proceeds therefrom (in the case of a Borrowing), such
statements are true):

(i) The representations and warranties contained in Section 7.01
(other than subsections (e), (f) and (i) 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 (except to the extent such representations
and warranties specifically refer to an earlier date, in which case they shall
be true and correct in all material respects as of such earlier date);

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

(iii) The Facility Usage at such time does not exceed the Aggregate
Commitments at such time,

and (b) the Administrative Agent shall have received such other documents as
any Bank through the Administrative Agent may reasonably request related to
clauses (a)(i) or (a)(ii) above.

SECTION 6.03. Termination of Existing Credit Agreement. The Borrower
hereby terminates the commitments of all lenders under the Existing Credit
Agreement and represents to the Administrative Agent and the Banks that all
outstanding obligations, if any, under the Existing Credit Agreement have been
repaid in full except for the obligations with respect to the Existing Letters
of Credit which shall be deemed Letters of Credit outstanding under this
Agreement as of the date hereof. Each of the Banks party to this Agreement which
is also a lender or, with respect to JPMorgan Chase Bank, National Association,
the administrative agent and a lender, under the Existing Credit Agreement
hereby agrees that, for purposes of the Existing Credit Agreement, the
termination set forth in the preceding sentence is sufficient to terminate the
obligations of the Borrower under the Existing Credit Agreement and hereby
waives receipt of any additional written notice and satisfaction of any other
condition required to terminate the Existing Credit Agreement in accordance with
its terms.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

(a) Corporate Existence and Standing. 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 financial
condition or operations of the Borrower.

(b) Authorization; No Violation. The execution, delivery and
performance by the Borrower of this Agreement and the Notes are within the
Borrower153s corporate powers, have been duly authorized by all necessary
corporate action, and do not contravene (i) the Borrower153s charter or by-laws or
(ii) any law or any contractual restriction binding on or affecting the
Borrower.

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

(d) Validity. This Agreement is, and any Notes when delivered 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 creditors153 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) Litigation. Except as disclosed by the Borrower in its SEC filings
prior to the date hereof, there is no pending or, to 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 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 to be
delivered by it.

(f) Financial Statements; No Material Adverse Change. The Consolidated
balance sheet at December 31, 2010, and the related Consolidated statements of
income, cash flows and shareholder153s equity and comprehensive income for the
period then ended of the Borrower and its Consolidated Subsidiaries present
fairly in all material respects the financial condition of the Borrower and its
Consolidated Subsidiaries at December 31, 2010, and the results of the
operations and cash flows of the Borrower and its Consolidated Subsidiaries for
the year then ended, in conformity with generally accepted accounting principles
applied on a basis consistent with that of the preceding year except

as discussed in Note 1 to the Consolidated financial statements. Since
December 31, 2010, except as disclosed in filings with the SEC prior to the date
of this Agreement, there has been no material adverse change in such financial
condition or operations.

(g) Investment Company Act. The Borrower is not an “investment
company” as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended.

(h) Regulation U. Neither the Borrower nor any of its Subsidiaries is
engaged as a substantial part of its activities 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 twenty-five percent (25%) of the value of all assets of the Borrower and/or
such Subsidiary subject to such arrangement.

(i) Environmental Matters. 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 financial
condition or operations of the Borrower.

ARTICLE VIII

COVENANTS

SECTION 8.01. Affirmative Covenants of the Borrower. So long as any
Advance shall remain unpaid, any L/C Obligations shall remain outstanding or any
Bank shall have any Commitment, the Borrower will:

(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 (or, as applicable, self-insure in a manner and to an extent not
inconsistent with conventions observed by) companies engaged in similar
businesses and owning similar properties in the same general areas in which the
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 8.02(c); provided, however, that
neither the Borrower nor any Material Subsidiary shall be required to preserve
any right or franchise if the Board of Directors of the Borrower shall determine
that the preservation thereof is no longer desirable in the conduct of business
of the Borrower or such Material Subsidiary, as the case may be, and that the
loss thereof is not materially adverse to the financial condition or operations
of the Borrower.

(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), noncompliance with which would materially
adversely affect the financial condition or operations of the Borrower.

(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 in effect from time to time.

(f) Reporting Requirements. Furnish to the Administrative Agent in
sufficient copies for distribution to each Bank:

(i) As soon as available and in any event within the earlier of (A) five (5)
days after the time period specified by the SEC under the Exchange Act for
quarterly reporting or (B) fifty-five (55) days after the end of each of the
first three (3) 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 (or
Consolidated statement of changes in financial position, as the case may be) 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 of the Borrower (it being understood
that the certification provided by the chief financial officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 is acceptable for this purpose);
provided, however, that at any time the Borrower shall be subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange
Act, delivery within the time period specified above of copies of the quarterly
balance sheets and statements on Form 10-Q of the Borrower and its Consolidated
Subsidiaries for such quarterly period as filed with the SEC shall be deemed to
satisfy the requirements of this clause (i);

(ii) As soon as available and in any event within the earlier of (A) five (5)
days after the time period specified by the SEC under the Exchange Act for
annual reporting or (B) one hundred (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,

cash flows and shareholder153s equity and comprehensive income of the Borrower
and its Consolidated Subsidiaries for such fiscal year and accompanied by (1) a
report of PricewaterhouseCoopers LLP, 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 as to a “going concern” or like
qualification or exception or as to the scope of such audit or shall be
otherwise reasonably acceptable to the Majority Banks, and (2) a certificate of
such accountants substantially in the form of Exhibit 8.01(f)(ii)
hereto; provided further, that at any time the Borrower shall be
subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, delivery within the time period specified above of copies of the
annual balance sheets and statements on Form 10-K of the Borrower and its
Consolidated Subsidiaries for such annual period as filed with the SEC shall be
deemed to satisfy the requirements of this clause (ii);

(iii) Promptly after the sending or filing thereof, copies of all reports
which the Borrower files with the SEC under the Exchange Act; provided,
that such quarterly and annual financial statements and reports filed with the
SEC required pursuant to clauses (i), (ii) and (iii) above
shall be deemed delivered to the Administrative Agent on the earlier of the date
such statements or reports are available at (i) www.sec.gov and (ii) the
Borrower153s website at www.baxter.com;

(iv) Together with the financial statements required pursuant to clauses
(i) and (ii) above, a certificate signed by the chief financial
officer of the Borrower (A) stating that no Event of Default or Unmatured 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 8.02(a) and 8.02(b); and

(v) As soon as possible, and in any event within five (5) Business Days after
the Borrower shall become aware of the occurrence of each Event of Default or
Unmatured Event of Default, which Event of Default or event is continuing on the
date of such statement, a statement of the chief financial officer 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.

(g) Use of Proceeds. Use the proceeds of Borrowings made under or
Letters of Credit issued in accordance with this Agreement 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“)). Without limiting the
generality of the foregoing, the Borrower may use the credit facilities provided
by this Agreement in support of its commercial paper program. 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.

SECTION 8.02. Negative Covenants of the Borrower. So long as any
Advance shall remain unpaid, any L/C Obligations shall remain outstanding or any
Bank shall have any Commitment, the Borrower will not:

(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:

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

	(ii)		Mechanics153, materialmen153s, carriers153 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.

	(iii)		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.

	(iv)		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.

	(v)		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, the related judgment does not constitute an Event of Default under Section 9.01(g).

	(vi)		Landlords153 liens on fixtures located on premises leased by the Borrower or one of its Material Subsidiaries in the ordinary course of business.

	(vii)		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.

(viii)		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.
(ix)	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.

	(x)		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.
	(xi)		Security Interests on (i) property of a corporation or firm existing at the time such corporation or firm 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 Security Interests of the type described in this clause (xi) shall not attach to or affect property owned by the Borrower or such Subsidiary prior to the event referred to in this clause (xi).

(xii)

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 (together with rights and assets
related thereto, any of the foregoing being a “Receivable“) 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 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 any such
Receivables), in each case whether such sale, assignment or other transfer
constitutes a “true sale” or a secured financing for accounting, tax or any
other purpose; provided that either (i) such sale, assignment or other
transfer shall have been made as part of a sale of the business out of which the


			applicable Receivables arose, (ii) such sale, assignment or other transfer is made in the ordinary course of business and is for the purpose of collection only, (iii) such sale, assignment or other transfer is made in connection with an agreement on the part of the assignee thereof to render performance under the contract that has given rise to such Receivable, or (iv) in all other cases, the aggregate outstanding principal amount of the investment or claim held by purchasers, assignees or other transferees of (or of interests in) such Receivables (as determined by the Borrower using any reasonable methods as of the time any such investment is made or claim is incurred) shall not exceed an amount equal to ten percent (10%) of the Consolidated total assets of the Borrower and its Consolidated Subsidiaries at such time.

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

	(xv)		Any Security Interest granted by the Borrower or any Material Subsidiary of the Borrower; provided that (i) the property 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 the Borrower or such Material Subsidiary, and (ii) 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.
	(xvi)		Any conditional sales agreement or other title retention agreement with respect to property acquired by the Borrower or any Material Subsidiary.

(xvii)

Any Security Interest that secures an obligation owed to the United States of
America or any state, territory or possession of the United States of America,
any political subdivision of any of the foregoing


			or the District of Columbia (each, a “Governmental Entity“) in connection with a bond or other obligation issued by a Governmental Entity to finance the construction or acquisition by the Borrower or any Material Subsidiary of any manufacturing plant, warehouse, office building or parcel of real property (including fixtures).

(xviii)		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.
(xix)	Security Interests of financial institutions as collecting banks or with respect to deposit or securities accounts held at such financial institutions, in each case in the ordinary course of business.

(xx)

Any extension, renewal or refunding (or successive extensions, renewals or
refundings) in whole or in part of any Debt or any other obligation or liability
secured by any Security Interest referred to in the foregoing clauses (i)
through (xix), 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.

Notwithstanding the foregoing provisions of this Section 8.02(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 clauses (i) through (xx)),
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 clauses (i) through
(xx)) of the Borrower and its Material Subsidiaries which is suffered to
exist, issued, incurred, assumed or guaranteed after the date hereof, does not
at such time exceed ten percent (10%) of Consolidated Net Tangible Assets.

(b) Limitation on Debt. Permit Consolidated Adjusted Debt of the
Borrower and its Consolidated Subsidiaries at any time to exceed an
amount equal to fifty-five percent (55%) of Consolidated Capitalization at such
time.

(i) Merge or consolidate with or into, or Transfer Assets to, any Person,
except that the Borrower may (A) merge or consolidate with any corporation,
including any Subsidiary, which is a U.S. Corporation and (B) Transfer Assets to
any Subsidiary which is a U.S. Corporation; provided, in each case
described in clause (A) and (B) above, that (x) immediately after
giving effect to such transaction, no event shall have occurred and be
continuing which constitutes an Event of Default or Unmatured Event of Default
and (y) in the case of any merger or consolidation to which the Borrower shall
be a party, the survivor of such merger or consolidation shall be the Borrower.

(ii) Permit any Material Subsidiary to merge or consolidate with or into, or
Transfer Assets to, any Person unless, immediately after giving effect to such
transaction, no event shall have occurred and be continuing which constitutes an
Event of Default or Unmatured Event of Default.

For purposes of this Section 8.02(c): “Transfer Assets” means,
when referring to the Borrower, the conveyance, transfer, lease or other
disposition (whether in one transaction or in a series of transactions) of all
or substantially all of the assets of the Borrower or of the Borrower and its
Subsidiaries considered as a whole and means, when referring to a Material
Subsidiary, the conveyance, transfer, lease or other disposition (whether in one
transaction or in a series of transactions) of all or substantially all of the
assets of such Material Subsidiary; and “U.S. Corporation” means a
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia.

ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.01. Events of Default. If any of the following events (each,
an “Event of Default,” and, collectively, “Events of Default“)
shall occur and be continuing:

(a) The Borrower shall fail to (i) pay any installment of interest on any
Advance or any facility fee payable under Section 5.04(a), or any letter
of credit fee payable under Section 4.07 or Section 5.04(c), in
each case when due and such default continues for five (5) days, or (ii) pay any
amount of principal of any Advance or any Reimbursement Obligation 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, any Advance or Letter of
Credit 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 8.02(a) or Section 8.02(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 thirty (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 SEC as part of any report required to be filed
pursuant to the Exchange Act; 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 9.01) and any such failure or breach
shall remain unremedied for thirty (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 Section 8.02(c); or (iii) fail to
perform or observe Section 8.01(f)(v) and such failure shall remain
unremedied for fifteen (15) 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 this Agreement) 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 not less than $150,000,000 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 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

(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
such Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debt under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property; or the
Borrower or any such 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 Default” hereunder unless either (i) the same shall have remained
undismissed or unstayed for a period of sixty (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 thirty (30) consecutive days, in the
case of a judgment or order rendered or entered by a 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 $150,000,000;
provided that the rendering of any such judgment or order shall not
constitute an Unmatured Event of Default; or

(h) Either (i) the PBGC shall institute proceedings under Section 4042 of
ERISA to terminate any Plan and such Plan shall have an Unfunded Liability in an
amount in excess of $150,000,000 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 $150,000,000; or

(i) A Change of Control shall occur;

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
and the obligation of each Issuing Bank to issue Letters of Credit hereunder to
be terminated, whereupon the same shall forthwith terminate, (ii) declare the
entire unpaid principal amount of the Advances, all interest accrued and unpaid
thereon and all other amounts payable under this Agreement (including
Reimbursement Obligations) to be forthwith due and payable, whereupon the
Advances, 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 Advance, 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 Bank to which such Competitive Bid Advance is owing
and (iii) demand delivery of, and promptly following such demand the Borrower
shall deliver and pledge to the Administrative Agent (or another Bank selected
by the Borrower) for the benefit of the Banks, cash or other collateral of a
type satisfactory to the Majority Banks and having a value, as determined by the
Administrative Agent, equal to the aggregate undrawn face amount of the Letters
of Credit then outstanding and all fees and other amounts then due. In the event
of the occurrence of an Event of Default under Section 9.01(f), (A) the
obligation of each Bank to make Advances and the obligation of each Issuing Bank
to issue Letters of Credit hereunder shall automatically be terminated and (B)
the Advances, all such interest and all such amounts (including Reimbursement
Obligations) 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.

SECTION 9.02. Cash Collateral. Any cash collateral delivered pursuant
to Section 9.01 in respect of the outstanding Letters of Credit shall be
held by the Administrative Agent or the applicable Bank in a separate
interest-bearing account appropriately designated as a cash collateral account
in relation to this Agreement and the Letters of Credit and retained by and
under the control of the Administrative Agent or the applicable Bank for the
benefit of all of the Banks and the Issuing Banks as collateral security for the
Borrower153s obligations in respect of this Agreement and each of the Letters of
Credit. Amounts held in such account shall be applied on the direction of the
Administrative Agent to reimburse the Issuing Banks for drawings or payments
under or pursuant to Letters of Credit, or if no such reimbursement is required,
to payment of such of the other obligations due and owing hereunder as the
Administrative Agent shall determine. If no Event of Default shall be
continuing, amounts remaining in any cash collateral account established
pursuant to this Section 9.02 which are not to be applied to reimburse an
Issuing Bank for amounts actually paid or to be paid by such Issuing Bank in
respect of a Letter of Credit or to payment of such of the other obligations due
and owing hereunder, shall be promptly returned to the Borrower upon the
Borrower153s request therefor.

ARTICLE X

THE ADMINISTRATIVE AGENT

SECTION 10.01. Authorization and Action. Each Bank hereby 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. As to any matters not expressly provided for by
this Agreement, the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks and such instructions shall be
binding upon all Banks and all holders of Notes. The Administrative Agent shall
not be required to take any action which exposes it to personal liability or
which is contrary to this Agreement or applicable law. The Administrative Agent
shall be permitted from time to time to designate one of its Affiliates to
perform the duties to be performed by the Administrative Agent hereunder with
respect to Advances and Borrowings denominated in Agreed Currencies other than
Dollars. The provisions of this Article X shall apply to any such
Affiliate mutatis mutandis.

SECTION 10.02. Duties and Obligations. Neither the Administrative
Agent nor any of its directors, officers, agents or employees shall be liable
for any action taken or omitted to be taken by it or them under or in connection
with this Agreement except for its or their own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, (i) the
Administrative Agent may treat the payee of any Note as the holder thereof
unless and until the Administrative Agent receives written notice of the
assignment thereof signed by such payee and the Administrative Agent receives
the written agreement of the assignee that such assignee is bound hereby as it
would have been if it had been an original Bank party hereto, in each case in
form satisfactory to the Administrative Agent, (ii) the Administrative Agent may
consult with legal counsel (including counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such

counsel, accountants or experts, and (iii) the Administrative Agent shall
incur no liability under or in respect of this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties or by acting upon any representation or warranty of the
Borrower made or deemed to be made hereunder. Further, the Administrative Agent
(A) makes no warranty or representation to any Bank and shall not be responsible
to any Bank for the accuracy or completeness of any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement, (B) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower, and (C) shall not be responsible to any Bank
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto.

SECTION 10.03. Administrative Agent and Affiliates. With respect to
its Commitment, the Advances made by it and the Notes issued to it, the
Administrative Agent, in its separate capacity as a Bank, shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the Administrative Agent; and the term “Bank” or
“Banks” shall, unless otherwise expressly indicated, include the Administrative
Agent in its separate capacity as a Bank. The Administrative Agent, in its
separate capacity as a Bank, and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, participate in Letters of Credit
issued to and generally engage in any kind of business with, the Borrower, any
Subsidiary and any Person which may do business with or own securities of the
Borrower or any Subsidiary, all as if it were not the Administrative Agent
hereunder and without any duty to account therefor to the Banks.

SECTION 10.04. Bank Credit Decision. Each Bank agrees that it has
itself been, and will continue to be, solely responsible for making its own
independent appraisal of and investigations into the financial condition,
creditworthiness, condition, affairs, status and nature of the Borrower.
Accordingly, each Bank confirms to the Administrative Agent that such Bank has
not relied, and will not hereafter rely, on the Administrative Agent, or any
other Bank, (i) to check or inquire on its behalf into the adequacy, accuracy or
completeness of any information provided by the Borrower under or in connection
with this Agreement or the transactions herein contemplated (whether or not such
information has been or is hereafter distributed to such Bank by the
Administrative Agent), (ii) to assess or keep under review on its behalf the
financial condition, creditworthiness, condition, affairs, status or nature of
the Borrower or (iii) in entering into this Agreement or in making its own
credit decisions with respect to the taking or not taking of any action under
this Agreement.

SECTION 10.05. Indemnification. The Banks agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower) ratably
according to the respective principal amounts of the Commitments then held by
each of them (or if the Commitments have at the time been terminated, ratably
according to the respective Dollar Amounts of their Advances then outstanding),
from and against any and all liabilities, obligations, losses, 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 that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent153s gross
negligence or willful misconduct. Without limiting the generality of the
foregoing, each Bank agrees to reimburse the Administrative Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including reasonable
counsel fees) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification or amendment of
this Agreement or preservation of any rights of the Administrative Agent or the
Banks under, or the enforcement (whether through negotiations, legal proceedings
or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, to the extent that the Administrative Agent is not
reimbursed for such expenses by the Borrower.

SECTION 10.06. Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Banks and
the Borrower. Upon any such resignation or removal of the Administrative Agent,
the Majority Banks shall have the right to appoint a successor Administrative
Agent to assume the position as Administrative Agent of the retiring
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Majority Banks, and shall have accepted such appointment,
within thirty (30) days after the retiring Administrative Agent153s giving of
notice of resignation or the Majority Banks153 removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be either a
Bank hereunder or a commercial bank organized or licensed under the laws of the
United States or of any state thereof and having a combined capital and surplus
of at least $500,000,000. The Borrower shall have the right to approve any
successor Administrative Agent, which approval shall not be unreasonably
withheld (in all such cases the Borrower shall be entitled to take into account
its past and then existing commercial banking relationships, among other
things); provided that if an Event of Default shall have occurred, such
right of the Borrower to approve the successor Administrative Agent shall be
suspended during the continuance of such Event of Default. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent153s resignation or removal hereunder as
Administrative Agent, the provisions of this Article X 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.

SECTION 10.07. Syndication Agents and Co-Lead Arrangers. None of the
Banks identified on the cover page or signature pages of this Agreement as the
“Syndication Agents” or “Co-Lead Arrangers” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Banks as such. Each Bank acknowledges that it has not
relied, and will not rely, on any of the Banks identified as Syndication Agents
or Co-Lead Arrangers in deciding to enter into this Agreement or in taking or
refraining from taking any action hereunder or pursuant hereto.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Amendments, Etc. Subject to the further terms of this
Section 11.01, no amendment or waiver of any provision of this Agreement,
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 Section 6.01, (b) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Advances and L/C Obligations, 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 (c) amend this Section 11.01.
No amendment, waiver or consent shall: (i) change the Commitments of any Bank or
subject any Bank to any additional obligations without the written consent of
such Bank, (ii) reduce the principal of, or interest on, the Advances or the
Reimbursement Obligations or any facility fees, letter of credit fees or other
amount payable hereunder without the written consent of each Bank directly
affected thereby, provided, however, that only the consent of the
Majority Banks shall be necessary to amend Section 5.09 or to waive any
obligation of the Borrower to pay interest at the rate specified in such
Section 5.09 or (iii) change any date fixed for any payment in respect of
principal of, or interest on, the Advances or the Reimbursement Obligations or
any facility fees, letter of credit fees or other amount payable hereunder
without the written consent of each Bank directly affected thereby. No
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Banks required hereinabove to take such
action, affect the rights or duties of the Administrative Agent under this
Agreement. No amendment, waiver or consent shall, without the consent of each
Issuing Bank affected thereby, amend, modify or waive any provision of
Article IV or alter any rights or obligations with respect to any Letter
of Credit issued by such Issuing Bank. Notwithstanding the foregoing, the
actions contemplated by Section 2.05 shall not be subject to the consent
of the Banks, except as otherwise expressly provided in such Section
2.05.

SECTION 11.02. 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 Bank153s Domestic Lending Office or, in the case of a notice
or communication relating to information delivered under Section
8.01(f), by posting on an Internet website established by the Administrative
Agent with Intralinks, Inc. or other similarly available electronic media; 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 and except in the case of any Bank, as to which a
change of address may be made by notice to the Administrative Agent). 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, IX and X 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 any reports to be
delivered by the Borrower pursuant to Section 8.01(f).

SECTION 11.03. 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 hereof, 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 11.04. Costs and Expenses; Indemnification.

(a) The Borrower agrees to reimburse on demand the Administrative Agent, the
Syndication Agents and the Co-Lead Arrangers for all reasonable and documented
out-of-pocket costs and expenses (including, subject to such limits as may be
agreed to in writing by the applicable parties from time to time, the reasonable
and documented fees, time charges and expenses of attorneys for the
Administrative Agent, the Syndication Agents and the Co-Lead Arrangers, which
attorneys may be employees of the Administrative Agent, the Syndication Agents
and the Co-Lead Arrangers) incurred by the Administrative Agent, the Syndication
Agents and the Co-Lead Arrangers in connection with the preparation,
negotiation, distribution through e-mail or secured website, execution,
syndication and enforcement of this Agreement, the Notes, if any, and the other
documents to be delivered hereunder or contemplated hereby; provided,
however, that such out-of-pocket costs and expenses of the Administrative
Agent, the Syndication Agents and the Co-Lead Arrangers through the date of
execution of this Agreement shall only be payable as set forth in a separate fee
letter (if any) executed and delivered prior to the effective date of this
Agreement by the Administrative Agent, the Syndication Agents, the Co-Lead
Arrangers and the Borrower. 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 fees and out-of-pocket expenses of outside counsel),
of the Administrative Agent, any Issuing Bank and any Bank in connection with
the enforcement (whether by legal proceedings, negotiation or otherwise) of this
Agreement, the Notes, if any, and the other documents delivered hereunder.

(b) If, due to payments made by the Borrower due to acceleration of the
maturity of the Advances pursuant to Section 9.01 or due to any other
reason, any Bank receives payments of principal of any Fixed Rate Advance, or
any Fixed Rate Advance is Converted to a non-Fixed Rate Advance, in each case
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 or Conversion, including, without
limitation, any such loss (excluding loss of anticipated profits), 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.

(c) Subject to the next sentence, the Borrower agrees to indemnify and hold
harmless the Administrative Agent, each Issuing Bank and each Bank and each of
their respective directors, officers and employees from and against any and all
claims, damages, liabilities and out-of-pocket expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of outside counsel) which
may be incurred by or asserted against the Administrative Agent, such Issuing
Bank 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 the Administrative Agent, such
Issuing Bank or such Bank or any such director, officer or employee is a party
to such transactions or (ii) related to the Borrower153s 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, and in each case regardless of whether the
indemnified Person is party thereto. 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 as determined in a final
judgment by a court of competent jurisdiction or (b) that result from the
violation by the Administrative Agent, such Issuing Bank or such Bank of any law
or judicial order.

SECTION 11.05. 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 9.01 to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Section 9.01, 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 any Notes held by
such Bank, irrespective of whether or not such Bank shall have made any demand
under this Agreement and any 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 failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Bank
under this Section 11.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Bank may
have.

SECTION 11.06. Binding Effect; Assignment.

(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,
except that 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 Bank153s rights and obligations hereunder and under the
Notes issued to it hereunder to one or more banks or other entities;
provided that (i) in the case of any assignment, participation or other
transfer to a Person that is not a Bank, an Affiliate of a Bank or an Approved
Fund, the Borrower (except during the continuance of an Event of Default), the
Issuing Banks and the Administrative Agent, in each case whose consent shall not
be unreasonably withheld or delayed, shall have expressly agreed in writing;
provided that a material increase in counterparty risk shall be
reasonable grounds (although not exclusive grounds) for the withholding of such
consent; and (ii) in the case of any assignment in part, the amount of the
Commitment being assigned pursuant to such assignment shall in no event be less
than $5,000,000 (or a lesser amount approved by the Administrative Agent). Upon
the effectiveness of any such assignment (but not in the event of any such
participation or other transfer) such assignee shall be a Bank hereunder and
shall have all the rights and benefits thereof. However, unless and until the
conditions for the Administrative Agent153s treating such assignee as holder
pursuant to clause (c) below shall have been satisfied, such assignee
shall not be entitled to exercise the rights of a Bank under this Agreement and
the Administrative Agent shall not be obligated to make payment of any amount to
which such assignee may become entitled hereunder other than to the Bank which
assigned its rights to such assignee. Nothing contained herein shall impair the
ability of any Bank, in its discretion, to agree, solely as between 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. The assignee, if it shall not already be a Bank, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower and its
affiliates and their related parties or their respective securities) will be
made available and who may receive such information in accordance with the
assignee153s compliance procedures and applicable laws, including Federal and
state securities laws.

(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 11.06 hereto (an “Assignment and Acceptance“),
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $3,500 payable by the assignor or assignee. Upon such
execution, delivery, acceptance and recording and delivery to the Administrative
Agent of such assignee153s Administrative Questionnaire, 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
Bank153s rights and obligations under this Agreement, such Bank shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections
5.13, 5.15 and 11.04 for any events or circumstances occurring
or existing before the effective date of assignment).

(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 copies of the financial statements referred to in Section 7.01(f)
(and any later statements delivered pursuant to Section 8.01(f)(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 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 11.02 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 (and stated interest on)
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
shall 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 11.07. Confidentiality. The Administrative Agent, each Bank
and each Issuing Bank agree to hold any confidential information which it may
receive from the Borrower pursuant to this Agreement in confidence, except for
disclosure (i) to its Affiliates, legal counsel, accountants, and other
professional advisors, and then solely on a need-to-know basis, (ii) in response
to any request or order therefor issued by any Governmental Authority, (iii) as
required by law, regulation, or judicial process, (iv) within any legal
proceeding to enforce any of its rights or remedies hereunder; provided
that an Event of Default shall have occurred hereunder and the requisite Banks
shall have elected under Section 9.01 to enforce such rights or remedies
against the Borrower, (v) to any permitted assignee under Section 11.06,
(vi) to any agents and advisors of a Bank solely in connection with the
administration of this Agreement and the Advances and L/C Obligations hereunder,
and (vii) of information which has already become publicly available at the time
of such disclosure. In the case of disclosure pursuant to clause (ii) or
(iii) above, the disclosing party agrees, to the extent permitted by
applicable law, regulation or judicial process, to promptly notify the Borrower
prior to such disclosure and to request confidential treatment if the Borrower
so requests.

EACH BANK ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH BANK REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 11.08. 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 New York.

SECTION 11.09. 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 11.10. 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 the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Agreement.

SECTION 11.11. Entire Agreement. This Agreement, taken together with
all of the other documents, instruments and certificates contemplated herein to
be delivered by the Borrower, including, without limitation, the fee letters (if
any) executed and delivered prior to the effective date of this Agreement by the
Administrative Agent, the Syndication Agents, the Co-Lead Arrangers and 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.

SECTION 11.12. Market Disruption. Notwithstanding the satisfaction of
all conditions referred to in Article II and Article VI with
respect to any Advance denominated in an Agreed Currency other than in Dollars,
if there shall occur on or prior to the date of such Advance any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which, after the exercise of the
Administrative Agent153s best efforts, would in the reasonable opinion of the
Administrative Agent or the Majority Banks make it materially disadvantageous
for such Advance to be denominated in the Agreed Currency specified by the
Borrower, then the Administrative Agent shall forthwith give notice thereof to
the Borrower and the Banks, and such Advance shall not be denominated in such
Agreed Currency but shall be made on such Borrowing Date in Dollars, in an
aggregate principal amount equal to the Dollar Amount of the aggregate principal
amount specified in the related Notice of Borrowing or Notice of Interest Rate
Election, as the case may be, as Base Rate Advances, unless the Borrower
notifies the Administrative Agent within one (1) Domestic Business Day after
receipt of notice from the Administrative Agent that it elects not to borrow on
such date.

SECTION 11.13. Judgment Currency. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from the Borrower
hereunder in the currency expressed to be payable herein (the “Specified
Currency“) into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the Specified Currency with such other currency at the
Administrative Agent153s main New York office on the Domestic Business Day
preceding that on which final, non-appealable judgment is given. The obligations
of the Borrower in respect of any sum due to

any Bank or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency other than the Specified Currency, be discharged only to
the extent that on the Domestic Business Day following receipt by such Bank or
the Administrative Agent (as the case may be) of any sum adjudged to be so due
in such other currency such Bank or the Administrative Agent (as the case may
be) may in accordance with normal, reasonable banking procedures purchase the
Specified Currency with such other currency. If the amount of the Specified
Currency so purchased is less than the sum originally due to such Bank or the
Administrative Agent, as the case may be, in the Specified Currency, the
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Bank or the Administrative Agent, as the case may be, against such loss, and if
the amount of the Specified Currency so purchased exceeds (a) the sum originally
due to any Bank or the Administrative Agent, as the case may be, in the
Specified Currency and (b) any amounts shared with other Banks as a result of
allocations of such excess as a disproportionate payment to such Bank under
Section 5.17, such Bank or the Administrative Agent, as the case may be,
agrees to remit such excess to the Borrower.

SECTION 11.14. USA PATRIOT ACT. Each Bank that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act“) hereby notifies the Borrower that
pursuant to the requirements of the Act, it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such Bank
to identify the Borrower in accordance with the Act.

[Signature Pages Follow]

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.


BAXTER INTERNATIONAL INC.
By:	/s/ Robert J. Hombach
	Name:	Robert J. Hombach
	Title:	Corporate Vice President and Chief Financial Officer

Address for Notice Purposes: One Baxter Parkway Deerfield, Illinois 60015 Attention: Assistant Treasurer Telephone: (847) 948-3282 Telecopy: (847) 948-2624