Bank of Ireland ▼

364-DAY
CREDIT AGREEMENT

        AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent.

        The parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

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

        "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

        "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).

        "Administrative Agent" means JPMorgan Chase Bank, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.

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

        "Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.

        "Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.

        "Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.

        "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

        "Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.

        "Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.

        "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of ¹/2 of 1% plus the Federal Funds Rate for such day.

        "Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.

        "Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.

        "Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.

        "Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.

        "Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.

        "Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).

        "Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.

        "Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).

        "Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

        "Commitment Schedule" means the Commitment Schedule attached hereto.

        "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.

        "Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

        "Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.

        "Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

        "Consolidated Total Debt" means at any time, without duplication, the sum of (i) the consolidated Debt of the Borrower and its Subsidiaries, minus (ii) the lesser of (x) the outstanding principal amount of the Borrower's 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc. for which such outstanding notes are

364-DAY
CREDIT AGREEMENT

    AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.

    The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

    SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:

    "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

    "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).

    "Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.

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

    "Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a)"Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.

    "Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.

    "Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.

    "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.

    "Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.

    "Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.

    "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 2 of 1% plus the Federal Funds Rate for such day.

    "Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.

    "Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.

    "Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.

    "Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.

    "Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.

    "Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).

    "Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.

    "Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).

    "Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).

    "Commitment Schedule" means the Commitment Schedule attached hereto.

    "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.

    "Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

    "Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.

    "Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.

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

364-DAY CREDIT AGREEMENT

Dated as of December 22, 2003

among

TYCO INTERNATIONAL GROUP S.A.,

Borrower,

TYCO INTERNATIONAL LTD.,
Parent Guarantor

BANK OF AMERICA, N.A.,
as Paying Agent

and

The Other Lenders Party Hereto

BANK OF AMERICA, N.A.,

CITICORP NORTH AMERICA, INC.,

as

Co-Administrative Agents

ABN AMRO BANK N.V.,

DEUTSCHE BANK SECURITIES INC.,

JPMORGAN CHASE BANK,

as

Co-Syndication Agents

GOLDMAN SACHS CREDIT PARTNERS L.P.,

MORGAN STANLEY BANK, . . .

THIRD AMENDED AND RESTATED 364-DAY LOAN AGREEMENT

Dated as of April 4, 2003

        This Third Amended and Restated 364-Day Loan Agreement ("Agreement") is entered into by and among MGM MIRAGE, a Delaware corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey corporation ("Atlantic City") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"), as initial Co-Borrowers, each Guarantor which may hereafter be designated as an additional Co-Borrower pursuant to Section 2.7, each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the "Banks" and individually, a "Bank"), Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc., Socit Gnrale, and Wells Fargo Bank, N.A., as Documentation Agents, Barclays Bank PLC, JPMorgan Chase Bank, and Wachovia Bank National Association as Co-Documentation Agents, CIBC, Inc., Comerica Bank, BNP Paribas and KeyBank National Association, as Co-Agents, and Bank of America, N.A., as Administrative Agent with reference to the following facts:

        A.    Borrower, Atlantic City and Detroit have heretofore entered into a Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002 (as heretofore amended, the "Existing Loan Agreement"), which provided for a $600,000,000 credit facility which matures as of the date hereof.




        B.    Borrower, Atlantic City and Detroit wish to extend the term of the Existing Loan Agreement for an additional 364 day period providing for credit facilities initially in the principal amount of $525,000,000 (but subject to increase to an amount not in excess of $1,000,000,000 as set forth in Section 2.14), and to amend and restate the Existing Loan Agreement in its entirety as set forth herein.




        C.    Certain of the Banks party to the Existing Loan Agreement have elected not to renew their lending commitment to Borrower, Atlantic City and Detroit thereunder, and certain new Banks shall become party hereto concurrently herewith. Those Banks executing this Agreement are the Banks party hereto as of the date hereof.

        In consideration of the mutual covenants and agreements herein contained, Borrower, Atlantic City, Detroit, each Co-Borrower which hereafter becomes a Party hereto pursuant to Section 2.7, and each of the Creditors, covenant and agree as follows:

Article 1.
DEFINITIONS AND ACCOUNTING TERMS

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

        "Acquisition" means any transaction, or any series of related transactions, by which Borrower or its Restricted Subsidiaries directly or indirectly (i) acquire any going business or all or substantially all of the assets of any Person, or any division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquire (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquire control of a majority ownership interest in any partnership, joint venture, limited liability company or any other Person.




        "Administrative Agent" means Bank of America, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

1

        "Administrative Agent's Office" means the Administrative Agent's address as set forth on the signature pages of this Agreement, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Banks.




        "Advance" means any advance made or to be made by any Bank to Borrower or any Co-Borrower as provided in Article 2.




        "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be presumed (subject to rebuttal by a preponderance of the evidence) to control such corporation, partnership or other Person.




        "Agreement" means this Third Amended and Restated 364-Day Loan Agreement, either as originally executed, or as it may from time to time be supplemented, modified, amended, restated or extended.




        "Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.




        "Assumption Agreement" means each Assumption Agreement hereafter executed by a Co-Borrower pursuant to Section 2.7, substantially in the form of Exhibit B either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.




        "Atlantic City" means MGM Grand Atlantic City, Inc., a New Jersey corporation, its successors and permitted assigns.




        "Australia Companies" means, collectively, (a) MGM Grand Diamond, Inc., a Nevada corporation, (b) its wholly owned Subsidiary, MGM Grand Australia Pty., Ltd., a corporation organized under the laws of the Northern Territory of Australia, and (c) each Subsidiary of MGM Grand Australia Pty., Ltd., their successors and permitted assigns.




        "Average Quarterly Funded Debt" means, as of the last day of each Fiscal Quarter, the average of the principal amount of Funded Debt outstanding on the last day of each of the three calendar months comprising such Fiscal Quarter.




        "Bank" means each lender whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (and to the extent a party to a Related Swap Agreement, any Affiliate of a Bank).




        "Bank of America" means Bank of America, N.A., its successors and assigns.




        "Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in California, Nevada or New York.




        "Base Rate" means, as of any date of determination, the rate per annum (rounded upwards to the next 1/100 of 1%) equal to the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus ¹/2 of 1% (50 basis points).

<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
<PAGE>


                                                               EXECUTION VERSION




                      AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION ("Reorganization Agreement" or
"Agreement"), dated as of September 26, 2002, by and among Allied Irish Banks,
p.l.c. ("Seller"), a limited liability company incorporated under the laws of
Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4,
Ireland, Allfirst Financial Inc. (" . . .

                         Fifth Third Funds Annual Report

                                  July 31, 2002



                                     [LOGO]



                                     STOCK AND BOND MUTUAL FUNDS

                                     Annual Report to Shareholders



                                     July 31, 2002



                      NOTICE OF DELIVERY OF PROSPECTUSES,
                    SEMI-ANNUAL REPORTS AND ANNUAL REPORTS
In order to reduce expenses of the Fifth Third Funds incurred in connection
with the mailing of prospectuses, . . .

                                EXECUTION VERSION


                            ASSET PURCHASE AGREEMENT

                            dated as of June 26, 2001

                                     between

                      GENERAL ELECTRIC CAPITAL CORPORATION

                                       and

                   THE OTHER SELLERS LISTED ON ANNEX A HERETO

                                       and

                                LIFT TRUST-SUB 1







<PAGE>



                                TABLE OF CONTENTS

<TABLE> . . .

BRIDGE CREDIT AGREEMENT

dated as of March 16, 2004

among

PENTAIR, INC.,

Various Financial Institutions

and

BANK OF AMERICA, N.A.,

as Administrative Agent

U.S. BANK NATIONAL ASSOCIATION

and

BANC OF AMERICA SECURITIES, LLC

Joint Lead Arrangers and Joint Book Managers

ARTICLE I

1.01

1.02

THIS AGREEMENT is made the              day of              2003

BETWEEN:

RECITALS

OPERATIVE PROVISIONS

Accounts Date means 31 December 2002;

Accounts Payable means the aggregate amount owing by the Seller in connection with the Diagnostics Business to any creditors at the Effective Time, being those of

1

the Exchange Accounts Payable which have not been discharged by the Effective Time together with the Closing Accounts Payable;

Accounts Receivable means:

but specifically excluding any sums due or which may become due from DKMS;

Act means the Companies Act 1985, as amended;

Admission means admission of the Placing Shares to trading on AIM in accordance with Rule 6 of the AIM Rules;

Admission Condition means the Condition in clause 5.1;

Agreed Form means, in relation to any document, the form of that document which has been agreed and initialled by or on behalf of the parties for the purpose of identification immediately prior to the signing of this Agreement;

AIM means the Alternative Investment Market of the London Stock Exchange;

AIM Rules means the rules for AIM companies and their nominated advisers issued by the London Stock Exchange from time to time;

ARMS Licence means the licence dated 12 February 2001 between Astra Zeneca UK Limited and the Seller;

Assets means the several assets to be sold by the Seller to the Purchaser under this Agreement and described in Clause 2.1;

Business Day a day on which clearing banks are open for business in New York;

Business Intellectual Property means the Intellectual Property owned or possessed by the Seller and which is used exclusively in the Diagnostics Business including the registered patents and trade marks listed in Part 1 of Schedule 7 and the other rights listed in Parts 2, 3 and 4 of Schedule 7;