UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                  --------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): June 30, 2005


                           THERMO ELECTRON CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



                                                                                                    

             Delaware                                           1-8002                                       04-2209186
   (State or Other Jurisdiction                              (Commission                                    (IRS Employer
         of Incorporation)                                   File Number)                                Identification No.)


                            81 Wyman Street, P.O. Box 9046                                                      02454-9046
                                  Waltham, Massachusetts                                                        (Zip Code)
                    (Address of Principal Executive Offices)



                                 (781) 622-1000
               Registrant's telephone number, including area code

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.    Entry into a Material Definitive Agreement.

On June 30, 2005,  Thermo Electron  Corporation  (the "Company")  entered into a
credit agreement  relating to a five-year senior  unsecured  European  revolving
credit  facility  (the "Credit  Agreement")  in principal  amount of 175 million
Euros, among the Company,  as Guarantor;  Thermo Luxembourg Holding S.a.r.l.,  a
private limited liability company incorporated under the laws of the Grand Duchy
of Luxembourg ("Thermo Luxembourg") and an indirect  wholly-owned  subsidiary of
the Company,  as a Borrower;  Thermo Finance Company B.V., a Netherlands company
("Thermo Finance B.V.") and an indirect wholly-owned  subsidiary of the Company,
as a Borrower;  the several banks and other  financial  institutions or entities
from time to time parties thereto (initially  consisting of ABN AMRO Bank, N.V.,
Barclays Bank PLC, Bank of Tokyo-Mitsubishi Trust Company,  JPMorgan Chase Bank,
N.A., Banca Intesa SpA, Bank Austria Creditanstalt AG, BNP Paribas, and Key Bank
N.A.),  as lenders;  ABN AMRO Bank,  N.V.,  as  Administrative  Agent,  the Sole
Bookrunner,  and a Lead Arranger;  Barclays Bank PLC, as co-Documentation Agent;
JPMorgan   Chase  Bank,   N.A.,   as   co-Documentation   Agent;   and  Bank  of
Tokyo-Mitsubishi Trust Company, as Syndication Agent.

Under the Credit  Agreement,  the Company has  unconditionally  and  irrevocably
guaranteed  the  obligations  under the Credit  Agreement of Thermo  Luxembourg,
Thermo Finance B.V.,  and any European  subsidiary of the Company that becomes a
borrower under the Credit Agreement (each, an "additional Borrower").

     The  obligations  of  Thermo  Luxembourg,  Thermo  Finance  B.V.,  and  any
additional  Borrower  under the Credit  Agreement  may be  accelerated  upon the
occurrence of an event of default  under the Credit  Agreement,  which  includes
customary events of default  including,  without  limitation,  payment defaults,
defaults  in  the  performance  of  affirmative  and  negative  covenants,   the
inaccuracy of representations  or warranties,  bankruptcy and insolvency related
defaults,  defaults relating to such matters as ERISA,  uninsured  judgments and
the failure to pay certain indebtedness, and a change of control default.

In addition,  the Credit Agreement contains affirmative,  negative and financial
covenants  customary for financings of this type. The negative covenants include
restrictions  on standby  and  performance  letters of credit,  indebtedness  of
subsidiaries  of  the  Company,  liens,  fundamental  changes,  dispositions  of
property and investments.  The financial covenants include interest coverage and
debt-to-capital ratios of the Company.

The forgoing description of the Credit Agreement does not purport to be complete
and is  qualified  in its  entirety by  reference to the full text of the Credit
Agreement,  which is filed with this report as Exhibit 99.1 and is  incorporated
herein by reference.

In the  ordinary  course of  business,  certain of the lenders  under the Credit
Agreement and their  affiliates  have provided,  and may in the future  provide,
investment  banking,  commercial banking,  cash management,  foreign exchange or
other   financial   services  to  the  Company  for  which  they  have  received
compensation  and may receive  compensation  in the future.  Barclays  Bank PLC,
JPMorgan Chase Bank,  N.A., ABN AMRO Bank, N.V., Key Bank N.A., Banca Intesa SpA
and Bank of  Tokyo-Mitsubishi  Trust  Company  are lenders  under the  Company's
five-year  $250 million  revolving  credit  facility  expiring in December 2009.
Barclays Bank PLC is the lender to the Company  under a $150 million  short-term
uncommitted credit facility. JPMorgan Chase Bank, N.A. also provides the Company
with an uncommitted line of credit of up to $250 million in aggregate  principal
amount  through a series of  short-term  money market loans funded on an ongoing
basis in the secondary  market (the "Money Market Loan Program"),  and serves as
trustee under the Indenture for the Company's 5% Senior Notes due 2015.


                                       2



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

The  information  set  forth in Item  1.01  above  with  respect  to the  Credit
Agreement is incorporated herein in its entirety.

On July 6, 2005, Thermo  Luxembourg  borrowed 150 million Euros under the Credit
Agreement at an initial  interest rate of 2.454%, a portion of which was used to
repay $135 million of the aggregate  amount  outstanding  under the Money Market
Loan Program.

Item 9.01.    Financial Statements and Exhibits.

        (c) Exhibits.

         No.          Description

         99.1  Credit  Agreement among the Company,  Thermo  Luxembourg  Holding
               S.a.r.l.,  Thermo  Finance  Company  B.V.,  the several banks and
               other  financial  institutions  or  entities  from  time  to time
               parties thereto,  ABN AMRO Bank, N.V., as  Administrative  Agent,
               Sole  Bookrunner  and a Lead  Arranger,  Barclays  Bank  PLC,  as
               co-Documentation   Agent,   JP  Morgan  Chase  Bank,   N.A.,   as
               co-Documentation   Agent,  and  Bank  of  Tokyo-Mitsubishi  Trust
               Company, as Syndication Agent, dated June 30, 2005.


                                       3




                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                        THERMO ELECTRON CORPORATION


Date:  July 7, 2005                     By:      /s/ Peter E. Hornstra
                                                --------------------------------
                                                 Peter E. Hornstra
                                                 Chief Accounting Officer


                                       4



                                                                    Exhibit 99.1

                                 EXECUTION COPY
================================================================================



                                (euro)175,000,000


                           FIVE-YEAR CREDIT AGREEMENT


                                      among


                 THERMO LUXEMBOURG HOLDING S.A.R.L., as Borrower


                    THERMO FINANCE COMPANY B.V., as Borrower


           The Additional Borrowers from Time to Time Parties Hereto,


                    THERMO ELECTRON CORPORATION, as Guarantor


              The Several Lenders from Time to Time Parties Hereto,


                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                              as Syndication Agent,


                                BARCLAYS BANK PLC
                                       and
                           JPMORGAN CHASE BANK, N.A.,
                           as Co-Documentation Agents,



                                       and

                               ABN AMRO BANK N.V.,
                             as Administrative Agent


                            Dated as of June 30, 2005
================================================================================


                   ABN AMRO BANK N.V., as the Sole Bookrunner








                                TABLE OF CONTENTS


                                                                                                      
                                                                                                               Page

SECTION 1.        DEFINITIONS.....................................................................................1

         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................16
         1.3      Dutch Terms....................................................................................16
         1.4      Luxembourg Terms...............................................................................17
         1.5      Exchange Rates.................................................................................17

SECTION 2.        AMOUNT AND TERMS OF COMMITMENTS................................................................17

         2.1      Commitments....................................................................................17
         2.2      Procedure for Borrowing........................................................................17
         2.3      Fees...........................................................................................18
         2.4      Optional Termination or Reduction of Commitments...............................................18
         2.5      Optional Prepayments...........................................................................18
         2.6      Mandatory Prepayments..........................................................................19
         2.7      Continuation Options...........................................................................19
         2.8      Limitations on Tranches........................................................................19
         2.9      Repayment of Loans.............................................................................19
         2.10     Interest Rates and Payment Dates...............................................................20
         2.11     Computation of Interest and Fees...............................................................20
         2.12     Inability to Determine Interest Rate...........................................................20
         2.13     Pro Rata Treatment and Payments................................................................21
         2.14     Requirements of Law............................................................................22
         2.15     Taxes..........................................................................................25
         2.16     Indemnity......................................................................................26
         2.17     Change of Lending Office.......................................................................26
         2.18     Replacement of Lenders.........................................................................27
         2.19     Judgment Currency..............................................................................27

SECTION 3.        REPRESENTATIONS AND WARRANTIES.................................................................28

         3.1      Financial Condition............................................................................28
         3.2      No Change......................................................................................29
         3.3      Existence; Compliance with Law.................................................................29
         3.4      Power; Authorization; Enforceable Obligations..................................................29
         3.5      No Legal Bar...................................................................................29
         3.6      Litigation.....................................................................................29
         3.7      Ownership of Property; Liens...................................................................30
         3.8      Taxes..........................................................................................30
         3.9      Federal Regulations............................................................................30
         3.10     ERISA..........................................................................................30
         3.11     Investment Company Act; Other Regulations......................................................31
         3.12     Use of Proceeds................................................................................31

                                      -i-


         3.13     Environmental Matters..........................................................................31
         3.14     Accuracy of Information, etc...................................................................32
         3.15     Dutch Banking Act..............................................................................32

SECTION 4.        CONDITIONS PRECEDENT...........................................................................32

         4.1      Conditions to Initial Loans....................................................................32
         4.2      Conditions to Each Loan........................................................................33
         4.3      Conditions for Additional Borrowers............................................................33

SECTION 5.        AFFIRMATIVE COVENANTS..........................................................................34

         5.1      Financial Statements...........................................................................34
         5.2      Certificates; Other Information................................................................34
         5.3      Payment of Obligations.........................................................................35
         5.4      Maintenance of Existence; Compliance...........................................................35
         5.5      Maintenance of Property; Insurance.............................................................35
         5.6      Inspection of Property; Books and Records; Discussions.........................................36
         5.7      Notices........................................................................................36
         5.8      Environmental Laws.............................................................................36
         5.9      "Know Your Customer" Checks....................................................................37

SECTION 6.        NEGATIVE COVENANTS.............................................................................37

         6.1      Financial Condition Covenants..................................................................38
         6.2      Standby and Performance Letters of Credit......................................................38
         6.3      Indebtedness of Subsidiaries...................................................................38
         6.4      Liens..........................................................................................39
         6.5      Fundamental Changes............................................................................40
         6.6      Disposition of Property........................................................................41
         6.7      Investments....................................................................................41
         6.8      Transactions with Affiliates...................................................................42
         6.9      Changes in Fiscal Periods......................................................................43
         6.10     Lines of Business..............................................................................43

SECTION 7.        EVENTS OF DEFAULT..............................................................................43


SECTION 8.        THE AGENTS.....................................................................................45

         8.1      Appointment....................................................................................45
         8.2      Delegation of Duties...........................................................................45
         8.3      Exculpatory Provisions.........................................................................46
         8.4      Reliance by Administrative Agent...............................................................46
         8.5      Notice of Default..............................................................................46
         8.6      Non-Reliance on Agents and Other Lenders.......................................................47
         8.7      Indemnification................................................................................47
         8.8      Agent in Its Individual Capacity...............................................................48
         8.9      Successor Administrative Agent.................................................................48
                                      -ii-


         8.10     Syndication Agent and Co-Documentation Agents..................................................48

SECTION 9.        THERMO ELECTRON GUARANTEE......................................................................48

         9.1      Guarantee......................................................................................48
         9.2      No Subrogation.................................................................................49
         9.3      Amendments, etc. with respect to the Obligations...............................................49
         9.4      Guarantee Absolute and Unconditional...........................................................50
         9.5      Reinstatement..................................................................................50
         9.6      Payments.......................................................................................51
         9.7      Independent Obligations........................................................................51

SECTION 10.       MISCELLANEOUS..................................................................................51

         10.1     Amendments and Waivers.........................................................................51
         10.2     Notices........................................................................................52
         10.3     No Waiver; Cumulative Remedies.................................................................53
         10.4     Survival of Representations and Warranties.....................................................54
         10.5     Payment of Expenses............................................................................54
         10.6     Successors and Assigns; Participations and Assignments.........................................55
         10.7     Adjustments; Set-off...........................................................................58
         10.8     Counterparts...................................................................................59
         10.9     Severability...................................................................................59
         10.10    Integration....................................................................................60
         10.11    GOVERNING LAW..................................................................................60
         10.12    Submission To Jurisdiction; Waivers............................................................60
         10.13    Acknowledgements...............................................................................60
         10.14    Confidentiality................................................................................61
         10.15    WAIVERS OF JURY TRIAL..........................................................................62
         10.16    USA PATRIOT Act................................................................................62
         10.17    Professional Market Party......................................................................62


SCHEDULES:

1.1(a)                     Commitments
1.1(b)                     Mandatory Cost Formulae
6.3(b)                     Existing Indebtedness
6.4(f)                     Existing Liens
6.6                        Certain Dispositions

EXHIBITS:

A                          Form of Compliance Certificate
B                          Form of Closing Certificate
C                          Form of Assignment and Assumption
D-1                        Form of Legal Opinion of Wilmer Cutler Pickering Hale and Dorr LLP,   counsel to Thermo Electron and
                           its Subsidiaries
                                     -iii-

D-2                        Form of Legal Opinion of Seth Hoogasian, General Counsel of Thermo Electron
D-3                        Form of Legal Opinion of Allen & Overy, local counsel to the Lenders in The Netherlands
D-4                        Form of Legal Opinion of Allen & Overy, local counsel to the Lenders in Luxembourg
E                          Form of Supplemental Borrower Agreement



                                      -iv-



     FIVE-YEAR CREDIT AGREEMENT,  dated as of June 30, 2005 (this  "Agreement"),
among THERMO LUXEMBOURG  HOLDING  S.A.R.L.,  a private limited liability company
(societe  a  responsabilite  limitee)  incorporated  under the laws of the Grand
Duchy of  Luxembourg  having its  registered  office at 13,  boulevard du Prince
Henri,  L-1724 Luxembourg and registered with the Luxembourg trade and companies
register under number B. 85.261  ("Thermo  Luxembourg"),  THERMO FINANCE COMPANY
B.V.,  a  Netherlands  company  ("Thermo  Finance  B.V."),  and  the  Additional
Borrowers (as defined below) (together with Thermo Luxembourg and Thermo Finance
B.V., the "Borrowers"  and each,  individually,  a "Borrower"),  THERMO ELECTRON
CORPORATION,  a Delaware corporation ("Thermo Electron"),  the several banks and
other  financial  institutions  or  entities  from time to time  parties to this
Agreement  (the  "Lenders"),   BANK  OF   TOKYO-MITSUBISHI   TRUST  COMPANY,  as
syndication agent (in such capacity, the "Syndication Agent"), BARCLAYS BANK PLC
and JPMORGAN CHASE BANK, N.A., as co-documentation agents (in such capacity, the
"Co-Documentation  Agents"), and ABN AMRO BANK N.V., as administrative agent (in
such capacity, the "Administrative Agent").

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

     1.1 Defined  Terms.  As used in this  Agreement,  the terms  listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

     "Acquired Indebtedness": Indebtedness of any Person outstanding on the date
(i) such  Person is acquired by Thermo  Electron or any of its  Subsidiaries  or
(ii) such  Indebtedness is assumed by Thermo Electron or any of its Subsidiaries
in connection with the acquisition of a business of such Person, in each case in
a  transaction   permitted  by  Section  6.7(f)  or  (h),   provided  that  such
Indebtedness  was not  created  in  contemplation  or in  connection  with  such
acquisition.

     "Additional  Borrowers":  collectively,  each European Subsidiary of Thermo
Electron that shall become a Borrower under this Agreement upon  satisfaction of
the conditions precedent set forth in Section 4.3.

     "Administrative  Agent":  ABN AMRO Bank  N.V.,  as a lead  arranger  of the
Commitments and as the administrative agent for the Lenders under this Agreement
and the other Loan Documents, together with any of its successors.

     "Affected Currency": as defined in Section 2.12(c).

     "Affiliate":  as  to  any  Person,  any  other  Person  that,  directly  or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this  definition,  "control" of a Person means the
power, directly or indirectly,  either to (a) vote 15% or more of the securities
having  ordinary  voting  power  for  the  election  of  directors  (or  persons
performing  similar  functions)  of such  Person  or (b)  direct  or  cause  the
direction of the management and policies of such Person,  whether by contract or
otherwise.

                                       2

     "Agents":   the  collective   reference  to  the  Syndication   Agent,  the
Co-Documentation Agents, and the Administrative Agent.

     "Agreement": as defined in the preamble hereto.

     "Agreement Currency": as defined in Section 2.19(b).

     "Alternate  Currency":  (a) each of Dollars and  Sterling  and (b) with the
prior written consent of the Administrative  Agent and each Lender in accordance
with Section 10.1(v), any other currency.

     "Alternate Currency Loans": Loans denominated in any Alternate Currency.

     "Approved Fund": as defined in Section 10.6(b).

     "Assignee": as defined in Section 10.6(b).

     "Assignment and Assumption": an Assignment and Assumption, substantially in
the form of Exhibit C.

     "Available  Commitment":  as to any Lender at any time,  an amount equal to
the excess, if any, of (a) such Lender's  Commitment then in effect over (b) the
sum of (i) such  Lender's  Euro  Loans  and (ii)  the  Euro  Equivalent  of such
Lender's Alternate Currency Loans.

     "Benefited Lender": as defined in Section 10.7(a).

     "Board": the Board of Governors of the Federal Reserve System of the United
States (or any successor).


     "Borrowers": as defined in the preamble hereto.

     "Borrowing  Date":  any Business Day specified by any Borrower as a date on
which such Borrower requests the Lenders to make Loans hereunder.

     "Bridge Credit  Agreement":  the existing  $570,000,000  Credit  Agreement,
dated as of May 9, 2005, among Thermo Electron, the several lenders from time to
time parties  thereto,  Barclays Bank PLC, as syndication  agent,  ABN AMRO Bank
N.V., as  documentation  agent and JPMorgan  Chase Bank N.A., as  administrative
agent.

     "Business  Day": a day other than a Saturday,  Sunday or other day on which
commercial banks in New York City or London are authorized or required by law to
close;  provided,  that,  when  used in  connection  with Euro  Loans,  the term
"Business Day" shall also exclude any day on which the Trans-European  Automated
Real-Time  Gross  Settlement  Express  Transfer  System  (TARGET)  (or,  if such
clearing  system ceases to be  operative,  such other  clearing  system (if any)
determined by the Administrative Agent to be a suitable replacement) is not open
for settlement of payment in Euros.

                                       3


     "Capital  Lease  Obligations":  as to any Person,  the  obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such Person  under GAAP,  and, for the purposes of
this  Agreement,  the  amount  of such  obligations  at any  time  shall  be the
capitalized amount thereof at such time determined in accordance with GAAP.

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

     "Cash  Equivalents":  (a)  marketable  direct  obligations  issued  by,  or
unconditionally  guaranteed  by, the United  States  Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each  case  maturing  within  three  years  from  the date of  acquisition;  (b)
certificates  of  deposit,  time  deposits,  eurodollar  time  deposits  or bank
deposits (including those maintained to facilitate  payments,  distributions and
collections)  having  maturities  of  eighteen  months  or less from the date of
acquisition  issued  by or with any  Lender  or by or with any  commercial  bank
organized  under the laws of the  United  States or any state  thereof or by any
financial  institution organized in any foreign country recognized by the United
States,  in each  case  rated  at least A- by S&P,  or A-3 by  Moody's;  (c) (i)
commercial  paper of an issuer  rated at least A-1 by S&P or P-1 by Moody's,  or
carrying an equivalent rating by a nationally  recognized rating agency, if both
of the Rating  Agencies  cease  publishing  ratings of commercial  paper issuers
generally,  and maturing  within six months from the date of acquisition or (ii)
commercial  paper  issued by Ford  Motor  Company,  Ford Motor  Credit  Company,
DaimlerChrysler  NA Holdings,  John Deere Capital Corp., John Deere Credit Inc.,
Deere & Co.,  Walt Disney  Company,  General  Motors  Corp.,  or General  Motors
Acceptance Corp., which at the time of purchase is rated at least A-2 by S&P, or
P-2 by Moody's, and maturing within six months from the date of acquisition; (d)
repurchase  obligations of any Lender or of any commercial  bank  satisfying the
requirements of clause (b) of this definition, having a term of not more than 30
days,  with respect to securities  issued or fully  guaranteed or insured by the
United States  government;  (e) securities  with  maturities of one year or less
from  the  date  of  acquisition  issued  or  fully  guaranteed  by  any  state,
commonwealth or territory of the United States, by any political  subdivision or
taxing authority of any such state,  commonwealth or territory or by any foreign
government,  the securities of which state, commonwealth,  territory,  political
subdivision,  taxing  authority or foreign  government  (as the case may be) are
rated at least A- by S&P or A-3 by Moody's;  (f) securities  with  maturities or
put  features  of six  months  or less  from the date of  acquisition  backed by
standby letters of credit issued by any Lender or any commercial bank satisfying
the   requirements  of  clause  (b)  of  this  definition;   (g)   asset-backed,
mortgaged-backed or otherwise collateralized  securities rated at least AA or an
equivalent  rating by two of the following  rating  agencies:  S&P,  Moody's and
Fitch Investor  Services,  Inc., (h) corporate bonds or notes with maturities of
three years or less and rated at least BBB- by S&P or Baa3 by Moody's, (i) money
market mutual or similar funds that invest  primarily in assets  satisfying  the
requirements of clauses (a) through (h) of this definition;  or (j) money market
funds that (i)  comply  with the  criteria  set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, as amended,  (ii) are rated AAA by S&P or Aaa by
Moody's



                                       4


and (iii) have portfolio assets of at least $5,000,000,000.

     "Closing  Date":  the date on which the  conditions  precedent set forth in
Section 4.1 shall have been satisfied.

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

     "Co-Documentation Agents": as defined in the preamble hereto.

     "Commitment":  as to any Lender,  the obligation of such Lender, if any, to
make Loans in an aggregate Euro and Euro Equivalent  principal  amount initially
not to exceed the amount set forth under the heading "Commitment"  opposite such
Lender's name on Schedule  1.1(a) and  thereafter the amount set forth under the
heading  "Commitment"  opposite such Lender's name in the Register,  as the same
may be changed  from time to time  pursuant to the terms  hereof.  The  original
amount of the Total Commitments is (euro)175,000,000.

     "Commitment Fee": as defined in Section 2.3(a).

     "Commitment Fee Rate": as determined pursuant to the Pricing Grid.

     "Commitment  Period": the period from and including the Closing Date to the
date that is one month prior to the Termination Date.

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

     "Compliance  Certificate":  a  certificate  duly  executed by a Responsible
Officer substantially in the form of Exhibit A.

     "Conduit   Lender":   any  special   purpose   corporation   organized  and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and  designated  by such Lender in a written  instrument;
provided,  that the  designation  by any  Lender of a Conduit  Lender  shall not
relieve the  designating  Lender of any of its  obligations to fund a Loan under
this  Agreement  if, for any reason,  its Conduit  Lender fails to fund any such
Loan,  and the  designating  Lender (and not the Conduit  Lender) shall have the
sole right and  responsibility  to deliver all consents and waivers  required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further,  that no Conduit  Lender  shall (a) be  entitled to receive any greater
amount pursuant to Section 2.14, 2.15, 2.16 or 10.5 than the designating  Lender
would have been entitled to receive in respect of the  extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

     "Confidential  Information Package":  the Confidential  Information Package
dated June 2, 2005 and furnished to certain Lenders.

     "Consolidated  EBITDA":  for any period,  Consolidated  Net Income for such
period plus, without  duplication and to the extent reflected as a charge in the
statement of such


                                       5


Consolidated Net Income for such period, the sum of (a) income tax expense,  (b)
interest  expense,  amortization  or writeoff of debt discount and debt issuance
costs and  commissions,  discounts  and other fees and charges  associated  with
Indebtedness  (including the Loans), (c) depreciation and amortization  expense,
(d) amortization of intangibles and organization  costs, (e) any  extraordinary,
unusual or non-recurring non-cash expenses or losses (including,  whether or not
otherwise  includable as a separate  item in the statement of such  Consolidated
Net Income for such period,  non-cash  losses on sales of assets  outside of the
ordinary course of business),  (f) any  extraordinary,  unusual or non-recurring
cash expenses or losses to the extent that they do not exceed, in the aggregate,
$25,000,000 during such period, and (g) stock-based compensation expense, minus,
to the extent included in the statement of such Consolidated Net Income for such
period,  the sum of (i)  interest  income,  (ii) any  extraordinary,  unusual or
non-recurring  non-cash  income or gains  (including,  whether or not  otherwise
includable as a separate item in the statement of such  Consolidated  Net Income
for such period,  non-cash  gains on the sales of assets outside of the ordinary
course of business),  (iii) any  extraordinary,  unusual or  non-recurring  cash
income or gains to the extent they exceed, in the aggregate,  $25,000,000 during
such  period,  (iv) income tax credits (to the extent not netted from income tax
expense) and (v) any other non-cash income.

     "Consolidated  Interest Coverage Ratio":  for any period,  the ratio of (a)
Consolidated  EBITDA for such period to (b)  Consolidated  Interest  Expense for
such period.

     "Consolidated  Interest  Expense":  for any period,  total interest expense
(including that  attributable  to Capital Lease  Obligations) of Thermo Electron
and  its   Subsidiaries   for  such  period  with  respect  to  all  outstanding
Indebtedness of Thermo Electron and its Subsidiaries (including all commissions,
discounts  and other fees and charges owed with  respect to bankers'  acceptance
financing and net costs under Swap  Agreements  in respect of interest  rates to
the extent such net costs are allocable to such period in accordance with GAAP).

     "Consolidated Net Income":  for any period, the consolidated net income (or
loss) of Thermo  Electron and its  Subsidiaries,  determined  on a  consolidated
basis in accordance with GAAP.

     "Consolidated  Net  Worth":  at  any  date,  all  amounts  that  would,  in
conformity  with GAAP,  be included on a  consolidated  balance  sheet of Thermo
Electron and its Subsidiaries under stockholders' equity at such date.

     "Consolidated  Total  Assets":  at any date,  the  amount  that  would,  in
conformity  with GAAP,  be included on a  consolidated  balance  sheet of Thermo
Electron and its Subsidiaries as the total of all asset categories at such date.

     "Consolidated  Total   Capitalization":   at  any  date,  the  sum  of  (a)
Consolidated  Net Worth on such  date and (b)  Consolidated  Total  Debt on such
date.

     "Consolidated  Total Debt": at any date, the aggregate  principal amount of
all  Indebtedness  of  Thermo  Electron  and  its  Subsidiaries  at  such  date,
determined on a consolidated basis in accordance with GAAP.

                                       6


     "Consolidated  Total Debt to Consolidated Total  Capitalization  Ratio": on
any  date,  the  ratio  of (a)  Consolidated  Total  Debt  on  such  date to (b)
Consolidated  Total  Capitalization on such date.  "Continuing  Directors":  the
directors of Thermo  Electron on the Closing Date, and each other director whose
election by the board of directors of Thermo  Electron,  or whose nomination for
election by the  stockholders of Thermo  Electron,  was approved by a vote of at
least a majority of the directors of Thermo  Electron who were either  directors
on the Closing Date or whose  election or nomination for election was previously
so approved.

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

     "Current  Litigation":  the litigation  described in the first paragraph of
Item 12 of the Notes to  Consolidated  Financial  Statements  included in Thermo
Electron's Quarterly Report on Form 10-Q for the quarter ended April 2, 2005.

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

     "Disposition":  with respect to any  property,  any sale,  lease,  sale and
leaseback,  assignment,  conveyance,  transfer or other disposition thereof. The
terms  "Dispose"  and  "Disposed of" shall have  correlative  meanings.

     "Dollar Loans": Loans denominated in Dollars.

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

     "Dutch Banking Act": the Dutch Act on the  Supervision of the Credit System
1992 (Wet toezicht kredietwezen 1992), including the Dutch Exemption Regulation.

     "Dutch Borrower": a Borrower incorporated in the Netherlands.

     "Dutch  Exemption  Regulation":  the  Exemption  Regulation  of  the  Dutch
Minister of Finance (Vrijstellingsregeling Wtk 1992).

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

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

     "EURIBOR Rate":  with respect to an Interest Period  pertaining to any Euro
Loan,  the rate of interest  determined on the basis of the rate for deposits in
Euros for a period

                                       7

equal to such  Interest  Period  commencing  on the first  day of such  Interest
Period  appearing  on page  EURIBOR01  of the  Reuters  screen as of 11:00 A.M.,
London time,  two Business Days prior to the beginning of such Interest  Period.
In the event that such rate does not appear on such page of the  Reuters  screen
(or otherwise on the Reuters  Service),  the "EURIBOR Rate" shall instead be the
interest rate per annum (rounded upwards, if necessary,  to the next 1/16 of 1%)
equal to the average of the rates at which deposits in Euros approximately equal
in  principal  amount to the  portion of the  Tranche  of the Lender  serving as
Administrative  Agent for a maturity  comparable  to such Interest  Period,  are
offered by the  principal  London  office of ABN AMRO Bank N.V. for  immediately
available  funds in the London  interbank  market at  approximately  11:00 A.M.,
London  time,  two  Business  Days prior to the  commencement  of such  Interest
Period.

     "Euro  Equivalent":  at any time or  during  any  period  as to any  amount
denominated in an Alternate Currency,  the amount of Euros that may be purchased
with such amount of such Alternate  Currency at the applicable  rate of exchange
determined in accordance with Section 1.5.

     "Euro Loans": as defined in Section 2.1.

     "Euros": the single currency of participating member states of the European
Monetary Union  introduced in accordance  with the provisions of Article 109(1)4
of the Treaty of Rome of March 25, 1957 (as amended by the Single  European  Act
1986 and the  Maastricht  Treaty  (which was signed at Maastricht on February 7,
1992 and came into force on November 1, 1993) as amended  from time to time) and
as  referred  to  in  legislative   measures  of  the  European  Union  for  the
introduction  of,  changeover  to or operating of the euro in one or more member
states.

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

     "Exchange  Rate":  on any day,  with respect to any  currency,  the rate at
which such currency may be exchanged  into any other  currency,  as set forth at
approximately  11:00  A.M.,  London  time,  on such  date on the  Reuters  World
Currency Page for such currency.  In the event that such rate does not appear on
any Reuters  World  Currency  Page,  the Exchange  Rate shall be  determined  by
reference to such other publicly available service for displaying exchange rates
as may be selected by the Administrative Agent, or, in the event no such service
is selected,  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 10:00 A.M., local time, on such date for the purchase of
the relevant currency for delivery two 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, after consultation with Thermo Electron,  may
use any reasonable  method it deems appropriate to determine such rate, and such
determination  shall  be  presumed  correct  absent  manifest  error;  provided,
further,  that in any event,  the  Administrative  Agent  shall  provide  Thermo
Electron with reasonable details of the source for such rate.

                                       8


     "Fee Payment  Date":  (a) the third  Business Day following the last day of
each March, June,  September and December,  (b) the Termination Date and (c) the
date the  Commitments  shall have been terminated and the principal of the Loans
shall have been paid in full.

     "Funding  Office":  the office of the  Administrative  Agent  specified  in
Section 10.2 or such other  office as may be specified  from time to time by the
Administrative Agent as its funding office by written notice to Thermo Electron,
the Borrowers and the Lenders.

     "GAAP": generally accepted accounting principles in the United States as in
effect from time to time, except that for purposes of Section 6.1, GAAP shall be
determined  on the basis of such  principles  in effect on the date  hereof  and
consistent  with  those  used in the  preparation  of the  most  recent  audited
financial statements referred to in Section 3.1.

     "Governmental  Authority":  any  nation or  government,  any state or other
political   subdivision   thereof,  any  agency,   authority,   instrumentality,
regulatory  body,  court,  central  bank or other entity  exercising  executive,
legislative,  judicial,  taxing,  regulatory or  administrative  functions of or
pertaining  to  government,  any  securities  exchange  and any  self-regulatory
organization.

     "Group  Members":  the  collective  reference  to Thermo  Electron  and its
Subsidiaries  (or,  in the  case  of  Sections  7(e),  (f)  and  (h)  only,  the
Significant Subsidiaries of Thermo Electron).

     "Guarantee  Obligation":  as to any Person (the "guaranteeing person"), any
obligation,  including a reimbursement,  counterindemnity or similar obligation,
of the guaranteeing Person that guarantees or in effect guarantees,  or which is
given to  induce  the  creation  of a  separate  obligation  by  another  Person
(including  any bank under any letter of credit)  that  guarantees  or in effect
guarantees,  any  Indebtedness  (the "primary  obligations")  of any other third
Person (the "primary  obligor") in any manner,  whether  directly or indirectly,
including any obligation of the guaranteeing person,  whether or not contingent,
(i) to purchase any such primary obligation or any property  constituting direct
or  indirect  security  therefor,  (ii) to advance  or supply  funds (A) for the
purchase or payment of any such primary  obligation  or (B) to maintain  working
capital or equity  capital of the primary  obligor or  otherwise to maintain the
net worth or  solvency  of the  primary  obligor,  (iii) to  purchase  property,
securities  or services  primarily  for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary  obligation or (iv)  otherwise to assure or hold harmless the owner
of any such  primary  obligation  against  loss in  respect  thereof;  provided,
however,  that the term Guarantee  Obligation shall not include  endorsements of
instruments  for deposit or collection in the ordinary  course of business.  The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to
be the lower of (a) an amount equal to the stated or determinable  amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b)
the maximum amount for which such guaranteeing  person may be liable pursuant to
the terms of the instrument  embodying such  Guarantee  Obligation,  unless such
primary obligation and the maximum amount for which


                                       9


such guaranteeing person may be liable are not stated or determinable,  in which
case the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum  reasonably  anticipated  liability in respect  thereof as determined by
Thermo Electron in good faith.

     "Indebtedness":  of any Person at any date,  without  duplication,  (a) all
indebtedness  of such Person for borrowed  money,  (b) all  obligations  of such
Person for the  deferred  purchase  price of  property  or  services  (excluding
accounts  payable  and accrued  expenses),  (c) all  obligations  of such Person
evidenced by notes,  bonds,  debentures  or other similar  instruments,  (d) all
indebtedness  created  or  arising  under any  conditional  sale or other  title
retention  agreement  with  respect to property  acquired  by such Person  (even
though the rights and remedies of the seller or lender  under such  agreement in
the event of default are limited to repossession or sale of such property),  (e)
all Capital  Lease  Obligations  of such  Person,  (f) all  obligations  of such
Person,  contingent or otherwise,  as an account party or applicant  under or in
respect of  bankers'  acceptances,  (g) all  reimbursement  obligations  of such
Person in respect of drawings or payments made under  letters of credit,  surety
or performance bonds or other similar arrangements that are not satisfied within
three  Business  Days  following the date of receipt by such Person of notice of
such drawing or payment, (h) the liquidation value of all mandatorily redeemable
preferred  Capital Stock of such Person,  (i) all Guarantee  Obligations of such
Person in respect of  obligations of the kind referred to in clauses (a) through
(f) and (h) above,  (j) all  obligations  of the kind referred to in clauses (a)
through  (i) above  secured  by any Lien on  property  (including  accounts  and
contract rights) owned by such Person, whether or not such Person has assumed or
become  liable for the payment of such  obligation,  and (k) for the purposes of
Section 7(e) only, all obligations of such Person in respect of Swap Agreements.
It  is  understood  that  obligations  in  respect  of a  Permitted  Receivables
Securitization shall not constitute Indebtedness. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such  Person is a general  partner)  to the extent  such  Person is liable
therefor  as  a  result  of  such  Person's   ownership  interest  in  or  other
relationship  with  such  entity,  except  to  the  extent  the  terms  of  such
Indebtedness expressly provide that such Person is not liable therefor.

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

     "Insolvent": pertaining to a condition of Insolvency.

     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual  property,  whether arising under United
States,  multinational  or  foreign  laws or  otherwise,  including  copyrights,
copyright licenses,  patents, patent licenses,  trademarks,  trademark licenses,
technology,  know-how and  processes,  and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.

     "Interest  Payment Date":  (a) as to any Loan having an Interest  Period of
three months or less, the last day of such Interest  Period,  (b) as to any Loan
having an  Interest  Period  longer  than three  months,  each day that is three
months, or a whole multiple thereof, after the first day of such Interest Period
and the last day of such Interest Period and (c) as to any Loan, the date of any
repayment or prepayment made in respect thereof.

                                       10


     "Interest Period": as to any Loan, (i) initially,  the period commencing on
the  borrowing or  continuation  date,  as the case may be, with respect to such
Loan and ending  one,  two,  three or six months  thereafter  (or any other date
thereafter agreed upon among the relevant Borrower and the Lenders), as selected
by the relevant  Borrower in its notice of borrowing or notice of  continuation,
as the case may be, given with respect thereto; and (ii) thereafter, each period
commencing on the last day of the next preceding  Interest Period  applicable to
such Loan and ending one, two, three or six months thereafter (or any other date
thereafter agreed upon among the relevant Borrower and the Lenders), as selected
by the relevant Borrower by irrevocable notice to the  Administrative  Agent not
later than 10:00 A.M., London time, three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

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

          (ii) no  Borrower  may select an  Interest  Period  that would  extend
     beyond the Termination Date; and

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

     "Investments": as defined in Section 6.7.

     "Judgment Currency": as defined in Section 2.19(b).

     "Lender":  as defined in the preamble hereto;  provided that unless context
otherwise  requires each reference to the Lenders shall be deemed to include any
Conduit Lender.

     "LIBOR Rate":  with respect to an Interest  Period  pertaining to any Loan,
(a) in the case of any  Euro  Loans,  the  EURIBOR  Rate  with  respect  to such
Interest Period and (b) in the case of any Alternate Currency Loans, the rate of
interest  determined  on the  basis  of the rate for  deposits  in the  relevant
Alternate  Currency for a period equal to such Interest Period commencing on the
first day of such  Interest  Period  appearing  on page  LIBOR01 of the  Reuters
screen as of 11:00 A.M.,  London time,  two Business Days prior to the beginning
of such  Interest  Period,  provided  that, in the event that such rate does not
appear on such page of the Reuters screen (or otherwise on the Reuters Service),
the "LIBOR Rate" shall instead be the interest rate per annum (rounded  upwards,
if necessary, to the next 1/16 of 1%) equal to the average of the rates at which
deposits in the relevant  Alternate  Currency  approximately  equal in principal
amount to the  portion of the  Tranche of the Lender  serving as  Administrative
Agent for a maturity  comparable  to such  Interest  Period,  are offered by the
principal London office of ABN AMRO Bank N.V. for immediately available funds in
the London  interbank  market at


                                       11


approximately   11:00  A.M.,  London  time,  two  Business  Days  prior  to  the
commencement of such Interest Period.

     "Lien":   any  mortgage,   pledge,   hypothecation,   assignment,   deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever  (including any conditional sale or
other title retention  agreement and any capital lease having  substantially the
same economic effect as any of the foregoing).

     "Loan  Documents":  this  Agreement,  the Notes and any amendment,  waiver,
supplement or other modification to any of the foregoing.

     "Loan  Parties":   Thermo  Electron,  the  Borrowers  and  each  Additional
Borrower.

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

     "Loans": as defined in Section 2.1.

     "London Banking Day": any day on which banks in London are open for general
banking business, including dealings in foreign currency and exchange.

     "Luxembourg": the Grand Duchy of Luxembourg.

     "Luxembourg  Companies  Act":  the  Luxembourg act dated August 10, 1915 on
commercial companies, as amended.

     "Mandatory  Cost":  in relation to any Loan,  the cost as calculated by the
Administrative  Agent in accordance  with Schedule 1.1(b) imputed to each Lender
participating  in such  Loan of  compliance  with the  mandatory  liquid  assets
requirements of the Financial Services Authority (or other applicable regulatory
authority) during the applicable Interest Period, expressed as a percentage.

     "Margin": as determined pursuant to the Pricing Grid.

     "Margin Stock": as defined in Regulation U.

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

     "Materials of Environmental  Concern": any gasoline or petroleum (including
crude oil or any  fraction  thereof) or petroleum  products or any  hazardous or
toxic substances,



                                       12


materials or wastes,  defined or regulated as such in or under any Environmental
Law,  including  asbestos,   polychlorinated   biphenyls  and  urea-formaldehyde
insulation.

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

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

     "Non-Excluded Taxes": as defined in Section 2.15(a).

     "Notes": the collective reference to any promissory note evidencing Loans.

     "Obligations":  the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and interest  accruing after the filing
of  any  petition  in  bankruptcy,   or  the  commencement  of  any  insolvency,
reorganization  or like proceeding,  relating to any Borrower,  whether or not a
claim for post-filing or  post-petition  interest is allowed in such proceeding)
the Loans and all other  obligations  and  liabilities  of any  Borrower  to the
Administrative Agent or to any Lender,  whether direct or indirect,  absolute or
contingent,  due or to become due, or now existing or hereafter incurred,  which
may arise under, out of, or in connection  with, this Agreement,  any other Loan
Document or any other document made,  delivered or given in connection  herewith
or  therewith,  whether  on  account  of  principal,   interest,   reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the  Administrative  Agent or to any Lender that are
required to be paid by the Borrowers pursuant hereto) or otherwise.

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

     "Participant": as defined in Section 10.6(c).

     "PBGC": the Pension Benefit Guaranty  Corporation  established  pursuant to
Subtitle A of Title IV of ERISA (or any successor).

     "Permitted  Receivables  Securitization":  any  Receivables  Securitization
Transaction,  provided that the aggregate amount of the financing represented by
such transactions at any one time outstanding does not exceed $200,000,000.

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

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

                                       13


     "Pricing Grid": the table set forth below (expressed in basis points):


- --------------------------------- ------------------ ---------------------------
      Rating (S&P/Moody's)         Commitment Fee                  Margin
                                        Rate
- --------------------------------- ------------------ ---------------------------
Greater than or                          7.5                        25.0
equal to A+/A1 ............
- --------------------------------- ------------------ ---------------------------
A/A2 ......................             8.25                        27.5
- --------------------------------- ------------------ ---------------------------
A-/A3 .....................              9.0                        30.0
- --------------------------------- ------------------ ---------------------------
BBB+/Baa1 .................             10.5                        35.0
- --------------------------------- ------------------ ---------------------------
BBB/Baa2 ..................             12.0                        40.0
- --------------------------------- ------------------ ---------------------------
Less than or equal
to BBB-/Baa3 ..............             15.75                       52.5
- --------------------------------- ------------------ ---------------------------

     In any case where the Ratings of the two Rating  Agencies  are at different
levels,  the higher Rating will determine the Commitment Fee Rate and the Margin
unless the S&P and Moody's  Ratings are more than one level apart, in which case
the Rating one level above the lower Rating will be  determinative.  Each change
in a Rating by a Rating  Agency  shall be  effective  on the date such change is
announced by such Rating Agency,  and if such change in Rating shall result in a
change  in the  Commitment  Fee Rate or  Margin,  such  latter  change  shall be
effective on the effective date of such change in Rating.


     "Professional  Market Party":  a professional  market party  (professionele
marktpartij) under the Dutch Exemption Regulation.

     "Properties": as defined in Section 3.13(a).

     "Rating Agencies" Moody's and S&P.

     "Ratings" the ratings from time to time  established by the Rating Agencies
for senior, unsecured, non-credit-enhanced long-term debt of Thermo Electron.

     "Receivables":  accounts  receivable  of  Thermo  Electron  or  any  of its
Subsidiaries  (including any thereof constituting or evidenced by chattel paper,
instruments  or  general  intangibles),  and all  proceeds  thereof  and  rights
(contractual and other) and collateral related thereto.

     "Receivables Securitization  Transaction":  with respect to Thermo Electron
and/or any of its  Subsidiaries,  the transfer of Receivables by any such Person
to a trust,  partnership,  corporation or other entity in a transaction in which
(x) the transferred  Receivables,  after giving effect to such transaction,  are
not, in accordance with GAAP,  treated as assets on the books of Thermo Electron
and its  consolidated  Subsidiaries  and (y) the  liabilities  of the transferee
trust,  partnership,  corporation  or other entity,  after giving effect to such
transaction,  are not, in accordance  with GAAP,  treated as  liabilities on the
books of Thermo Electron and its consolidated Subsidiaries.

                                       14


     "Refunding Borrowing": a borrowing of Loans which, after application of the
proceeds  thereof,  results  in no net  increase  in the  aggregate  outstanding
principal amount of Loans made by any Lender.

     "Register": as defined in Section 10.6(b).

     "Regulation U": Regulation U of the Board as in effect from time to time.

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

     "Reportable  Event":  any of the  events  set forth in  Section  4043(c) of
ERISA,  other  than those  events as to which the  thirty  day notice  period is
waived under  subsections  .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
ss. 4043.

     "Required Lenders":  at any time, the holders of more than 50% of the Total
Commitments then in effect or, if the Commitments have been terminated, the then
outstanding Loans.

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

     "Responsible  Officer":  the chief  executive  officer,  president or chief
financial  officer  of  Thermo  Electron,  but in any  event,  with  respect  to
financial matters, the chief financial officer of Thermo Electron.

     "Restricted Margin Stock":  Margin Stock owned by Thermo Electron or any of
its  Subsidiaries  which  represents  not more than 25% of the  aggregate  value
(determined in accordance  with  Regulation U), on a consolidated  basis, of the
property  and assets of Thermo  Electron  and its  Subsidiaries  (including  any
Margin Stock) that is subject to the provisions of Section 6 (including  Section
6.4).

     "S&P":  Standard & Poor's Ratings  Services,  a division of the McGraw-Hill
Companies, Inc.

     "SEC": the Securities and Exchange  Commission,  any successor  thereto and
any analogous Governmental Authority.

     "SEC Filings": as defined in Section 3.1.

     "Significant  Subsidiary":  any Borrower or any other Subsidiary which is a
"Significant Subsidiary," as defined in Regulation S-X part 210.1-02 of the Code
of Federal Regulations.

                                       15


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

     "Sterling":  British  Pounds  Sterling,  the lawful  currency of the United
Kingdom.

     "Sterling Loans": Loans denominated in Sterling.

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

     "Substitute Rate": as defined in Section 2.12 .

     "Swap Agreement":  any agreement with respect to any swap, forward,  future
or derivative  transaction or option or similar agreement involving,  or settled
by  reference  to, one or more rates,  currencies,  commodities,  equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic,  financial or pricing risk or value or any similar  transaction  or
any combination of these transactions; provided that no phantom stock or similar
plan  providing for payments only on account of services  provided by current or
former directors,  officers,  employees or consultants of Thermo Electron or any
of its Subsidiaries shall be a "Swap Agreement".

     "Syndicated Credit Agreement":  the existing  $250,000,000 five year Credit
Agreement,  dated as of December 17, 2004,  among Thermo  Electron,  the several
lenders from time to time parties  thereto,  ABN AMRO Bank N.V., as  syndication
agent, Bank of America,  N.A. and JPMorgan Chase Bank, N.A., as co-documentation
agents, and Barclays Bank PLC, as administrative agent.

     "Syndication Agent": as defined in the preamble hereto.

     "Termination  Date":  the date which is the fifth  anniversary  of the date
hereof.

     "Thermo Electron": as defined in the preamble hereto.

     "Thermo Finance B.V.": as defined in the preamble hereto.

     "Thermo Luxembourg": as defined in the preamble hereto.

     "Total  Commitments":  at any time, the aggregate amount of the Commitments
of the Lenders then in effect.

                                       16


     "Total Loans": at any time, the sum of (a) the aggregate amount of the Euro
Loans  outstanding  at such time and (b) the  aggregate  Euro  Equivalent of the
Alternate Currency Loans outstanding at such time.

     "Tranche":  the  collective  reference  to  Loans  denominated  in the same
currency made by the Lenders to any Borrower,  the then current Interest Periods
with  respect  to all of which  begin on the same date and end on the same later
date  (whether  or not such Loans  shall  originally  have been made on the same
day).

     "Transferee": any Assignee or Participant.

     "United States": the United States of America.

     "Unrestricted  Margin Stock":  any Margin Stock owned by Thermo Electron or
any of its Subsidiaries which is

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

     (b) As used herein and in the other Loan Documents,  and any certificate or
other  document made or delivered  pursuant  hereto or thereto,  (i)  accounting
terms  relating  to any Group  Member not  defined in Section 1.1 shall have the
respective  meanings  given  to them  under  GAAP,  (ii)  the  words  "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation",  (iii) the word "incur"  shall be construed to mean incur,  create,
issue,  assume,  become  liable in  respect of or suffer to exist (and the words
"incurred" and  "incurrence"  shall have correlative  meanings),  (iv) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including  cash,  Capital  Stock,  securities,   revenues,  accounts,  leasehold
interests  and  contract  rights,  and (v)  references  to  agreements  or other
Contractual Obligations shall, unless otherwise specified, be deemed to refer to
such agreements or Contractual Obligations as amended, supplemented, restated or
otherwise modified from time to time.

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

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

     1.3 Dutch Terms. In this Agreement,  where it relates to a Dutch entity,  a
reference to:

     (a)  bankruptcy,  insolvency,  winding-up or  dissolution  includes a Dutch
entity being granted a suspension of payment  (surseance  van  betaling),  being
declared bankrupt (failliet verklaard) or dissolved (ontbonden);

                                       17


     (b) any case proceeding or other action taken in connection with insolvency
proceedings  includes a Dutch entity  having filed a notice under  section 36 of
the Tax Collection Act of the Netherlands  (Invorderingswet 1990) or Section 16d
of the Social  Insurance  Co-ordination  Act of the Netherlands  (Coordinatiewet
Sociale Verzekeringen);

     (c) a trustee includes a curator;

     (d) a custodian includes a bewindvoerder; and

     (e) an attachment includes a beslag.

     1.4 Luxembourg  Terms. In this Agreement,  where it relates to a Luxembourg
entity,  a reference to  insolvency  includes,  without  limitation,  bankruptcy
(faillite),  insolvency,  its  voluntary  or judicial  liquidation  (liquidation
volontaire ou judiciaire),  composition with creditors  (concordat  preventif de
faillite),  reprieve from payment  (sursis de paiement),  controlled  management
(gestion  controlee),  general  settlement  with  creditors,  reorganization  or
similar laws affecting the rights of creditors generally.

     1.5 Exchange  Rates.  For purposes of  calculating  (a) the aggregate  Euro
Equivalent of Alternate Currency Loans outstanding at any time during any period
and (b) the Euro  Equivalent of any  Alternate  Currency Loan at the time of the
making of such Loan  pursuant to Section 2.1, the  Administrative  Agent will at
least once during each calendar  month and at such other times as it in its sole
discretion  decides to do so (including on or prior to the date of any borrowing
and the last day of any  Interest  Period),  determine  the  respective  rate of
exchange into Euros of each Alternate  Currency (which rate of exchange shall be
based upon the Exchange Rate in effect on the date of such determination).  Such
rates of exchange  so  determined  on each such  determination  date shall,  for
purposes of the calculations  described in the preceding sentence,  be deemed to
remain unchanged and in effect until the next such determination date.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

     2.1  Commitments.  (a)  Subject to the terms and  conditions  hereof,  each
Lender  severally  agrees to make revolving credit loans in Euros ("Euro Loans")
or in any  Alternate  Currency  (including  the Euro Loans,  the "Loans") to the
Borrowers from time to time during the Commitment Period in an aggregate Euro or
Euro Equivalent  principal  amount for all Borrowers at any one time outstanding
which does not exceed the amount of such Lender's Commitment.  No Borrower shall
request and no Lender  shall be required to make any Loan if,  after making such
Loan, the Total Loans would exceed the Total Commitments then in effect.  During
the  Commitment  Period the  Borrowers  may use the  Commitments  by  borrowing,
prepaying the Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof.

     2.2  Procedure  for  Borrowing.  Any Borrower may borrow Loans in Euros and
Alternate  Currencies during the Commitment Period on any Business Day, provided
that the  relevant  Borrower  shall give the  Administrative  Agent  irrevocable
notice (which notice must be received by the Administrative Agent prior to 10:00
A.M.,  London time, three Business Days prior to the requested  Borrowing Date),
specifying (i) the requested Borrowing Date, (ii) the respective




                                       18


amounts of each Loan in each  currency and (iii) the  respective  lengths of the
initial Interest Period therefor. Each Loan under the Commitments shall be in an
amount  equal  to (w) in the  case of  Euro  Loans,  (euro)5,000,000  or a whole
multiple  of  (euro)1,000,000  in excess  thereof,  (x) in the case of  Sterling
Loans, (pound)5,000,000 or a whole multiple of (pound)500,000 in excess thereof,
(y) in the case of Dollar Loans, $5,000,000 or a whole multiple of $1,000,000 in
excess thereof and (z) in the case of Loans  denominated in any other  Alternate
Currency,  in an  amount  of which the Euro  Equivalent  shall be  approximately
(euro)5,000,000 or a whole multiple of  (euro)1,000,000 in excess thereof.  Upon
receipt of any such notice from any  Borrower,  the  Administrative  Agent shall
promptly notify each Lender thereof. Each Lender will make the amount of its pro
rata  share of each  borrowing  available  to the  Administrative  Agent for the
account of the  relevant  Borrower  at the Funding  Office  prior to 12:00 Noon,
London  time,  or 3:00 p.m.,  London time in the case of Dollar  Loans,  in each
case, on the  Borrowing  Date  requested by such  Borrower in funds  immediately
available  in Euros or the  relevant  Alternate  Currency to the  Administrative
Agent.  Such borrowing  will then be made available to the relevant  Borrower by
the Administrative  Agent crediting the account of such Borrower on the books of
such  Office  with  the   aggregate  of  the  amounts  made   available  to  the
Administrative  Agent  by the  Lenders  and in like  funds  as  received  by the
Administrative  Agent  or by  wire  transfer  of  such  amounts  to  an  account
designated in writing by such Borrower to the Administrative Agent in connection
with the relevant borrowing.

     2.3 Fees. (a) Thermo Luxembourg agrees to pay to the  Administrative  Agent
for the account of each Lender a commitment fee (a  "Commitment  Fee") in Euros,
which  shall  accrue at the  Commitment  Fee Rate on the  average  daily  unused
portion of the  Commitment  of such Lender  during the period from and including
the date hereof to but excluding the date on which such  Commitment  terminates.
Accrued  Commitment  Fees  shall be  payable  quarterly  in  arrears on each Fee
Payment Date.

     (b) Thermo Luxembourg agrees to pay to the Administrative Agent the fees in
the amounts and on the dates as set forth in the Fee Letter, dated as of June 2,
2005, between Thermo Luxembourg and the  Administrative  Agent, and in any other
fee agreements between Thermo Luxembourg and the  Administrative  executed after
the date of this  Agreement,  and to  perform  any other  obligations  contained
therein.

     2.4 Optional  Termination or Reduction of  Commitments.  Thermo  Luxembourg
shall  have the right  upon not less than  three  Business  Days'  notice to the
Administrative  Agent,  to terminate the  Commitments  or, from time to time, to
reduce the  amount of the  Commitments;  provided  that no such  termination  or
reduction of Commitments  shall be permitted if, after giving effect thereto and
to any  prepayments  of the  Loans,  the  Total  Loans  would  exceed  the Total
Commitments. Any such reduction shall be in an amount equal to (euro)10,000,000,
or an integral multiple of (euro)1,000,000  in excess thereof,  and shall reduce
permanently the Commitments then in effect.

     2.5  Optional  Prepayments.  Any  Borrower may at any time and from time to
time prepay the Loans,  in whole or in part,  without  premium or penalty,  upon
irrevocable  notice delivered to the  Administrative  Agent not later than 10:00
A.M.,  London time,  three Business Days prior to the date of prepayment,  which
notice shall specify the date and amount of prepayment  and, if such  prepayment
is of Alternate



                                       19


Currency Loans, the applicable Alternate Currency;  provided,  that if a Loan is
prepaid on any day other  than the last day of the  Interest  Period  applicable
thereto,  the relevant  Borrower  shall also pay any amounts  owing  pursuant to
Section  2.16.  Upon receipt of any such notice the  Administrative  Agent shall
promptly  notify each Lender  thereof.  If any such notice is given,  the amount
specified in such notice shall be due and payable on the date specified therein,
together  with  accrued  interest  to such date on the amount  prepaid.  Partial
prepayments shall be in the principal amount of (w)  (euro)5,000,000  or a whole
multiple of  (euro)1,000,000  in excess thereof,  in the case of Euro Loans, (x)
(pound)5,000,000 or a whole multiple of (pound)500,000 in excess thereof, in the
case of Sterling  Loans,  (y)  $5,000,000  or a whole  multiple of $1,000,000 in
excess thereof, in the case of Dollar Loans, and (z) an amount of which the Euro
Equivalent  shall  be  approximately  (euro)5,000,000  or a  whole  multiple  of
(euro)1,000,000  in  excess  thereof,  in the case of other  Alternate  Currency
Loans.

     2.6 Mandatory Prepayments.  If, on any date, the Total Loans outstanding on
such date  exceed  102% of the Total  Commitments  in effect on such  date,  the
Borrowers shall,  without notice or demand,  promptly (but in any event,  within
three Business Days of such date) prepay such outstanding  Loans in an aggregate
principal amount such that, after giving effect thereto,  the Total Loans do not
exceed the Total Commitments. Any amounts prepaid pursuant to this Section shall
be  accompanied  by  interest  accrued  to the  date of such  prepayment  on the
principal so prepaid and any amounts  payable  under  Section 2.16 in connection
therewith.

     2.7  Continuation  Options.  Any Loan  denominated  in any  currency may be
continued in such  currency  upon the  expiration  of the then current  Interest
Period with respect thereto by the relevant Borrower giving  irrevocable  notice
to the Administrative Agent, in accordance with the applicable provisions of the
term  "Interest  Period"  set forth in  Section  1.1,  of the length of the next
Interest  Period to be applicable  to such Loans,  provided that if the relevant
Borrower shall fail to give any required  notice of continuation of a Loan, such
Loan shall be automatically continued in such currency for an Interest Period of
one month.  Upon  receipt  of any such  notice the  Administrative  Agent  shall
promptly notify the Lenders thereof.

     2.8  Limitations on Tranches.  Notwithstanding  anything to the contrary in
this Agreement,  all borrowings and continuations of Loans and all selections of
Interest Periods shall be in such amounts and be made pursuant to such elections
so that no more than ten Tranches shall be outstanding at any one time.

     2.9 Repayment of Loans.  Each Borrower hereby  unconditionally  promises to
pay to each Lender on the  Termination  Date (or such  earlier date as the Loans
become due and payable  pursuant to Section 7), the unpaid  principal  amount of
each Loan made to such  Borrower by such Lender.  Each Borrower  hereby  further
agrees to pay  interest  in  immediately  available  funds at the  office of the
Administrative  Agent on the unpaid  principal amount of such Loans from time to
time from the date hereof until  payment in full thereof at the rates per annum,
and on the dates, set forth in Section 2.10.

                                       20


     2.10 Interest  Rates and Payment  Dates.  (a) Each Loan shall bear interest
for each day during  each  Interest  Period with  respect  thereto at a rate per
annum equal to (i) the LIBOR Rate  determined  for such day plus (ii) the Margin
plus (iii) any  Mandatory  Cost incurred by such Lender in respect of such Loans
from time to time.

     (b) (i) If all or a portion of the  principal  amount of any Loan shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue  amount  shall bear  interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to the foregoing  provisions
of this Section plus 2% and (ii) if all or a portion of any interest  payable on
any Loan or any commitment fee or other amount  payable  hereunder  shall not be
paid when due (whether at the stated  maturity,  by  acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the highest
rate then applicable  under this Agreement to Loans  denominated in the currency
in which such amount is payable hereunder plus 2%, in each case, with respect to
clauses (i) and (ii) above,  from the date of such non-payment until such amount
is paid in full (before as well as after judgment).

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

     2.11  Computation  of Interest  and Fees.  (a)  Interest  and fees  payable
pursuant  hereto  shall be  calculated  on the basis of a  360-day  year for the
actual days elapsed, except that, with respect to Sterling Loans, interest shall
be  calculated  on the basis of a 365-day  year for  actual  days  elapsed.  The
Administrative  Agent shall as soon as practicable  notify the relevant Borrower
and the  Lenders  of each  determination  of a LIBOR  Rate.  Any  change  in the
interest  rate on a Loan  resulting  from a change in the  Margin  shall  become
effective as of the opening of business on the day on which such change  becomes
effective.  The  Administrative  Agent shall as soon as  practicable  notify the
relevant  Borrower and the Lenders of the effective  date and the amount of each
such change in interest rate.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the  relevant  Borrower  and the Lenders in the absence of manifest  error.  The
Administrative  Agent  shall,  at the request of any  Borrower,  deliver to such
Borrower a statement showing the quotations used by the Administrative  Agent in
determining any interest rate pursuant to Section 2.10(a).

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

     (a) the  Administrative  Agent shall have determined  (which  determination
shall be  conclusive  and  binding  upon  the  Borrowers)  that,  by  reason  of
circumstances  affecting the relevant  market,  adequate and reasonable means do
not exist  for  ascertaining  the  LIBOR  Rate for Loans in Euros or one or more
Alternate Currencies for such Interest Period,

     (b) the  Administrative  Agent shall have received notice from the Required
Lenders that the LIBOR Rate determined or to be determined for Loans in Euros or
one or more Alternate  Currencies  for such Interest  Period will not adequately
and fairly reflect the cost to the



                                       21


Required  Lenders  (as  conclusively  certified  by such  Lenders)  of making or
maintaining such Loans during such Interest Period, or

     (c) the  Administrative  Agent  determines  (which  determination  shall be
conclusive  and binding  upon the  Borrowers)  that  deposits in the  applicable
currency are not generally  available,  or cannot be obtained by the Lenders, in
the applicable market (any currency  affected by the circumstances  described in
clause  (a),  (b) or (c) is  referred to as an  "Affected  Currency"),

then the  Administrative  Agent shall give telecopy or telephonic notice thereof
to the  Borrowers  and the Lenders as soon as  practicable  thereafter.  If such
notice is given, then (i) any such Loans in an Affected Currency requested to be
made on the  first  day of such  Interest  Period  shall  not be made,  (ii) any
outstanding  Loans in an Affected  Currency shall be due and payable on the last
day of the then-current  Interest  Period,  and (iii) until such notice has been
withdrawn by the Administrative  Agent, no further Loans in an Affected Currency
shall be made or continued as such.  Notwithstanding the foregoing,  as promptly
as  practicable  but in no event later than three Business Days after the giving
of the  required  notice  by the  Administrative  Agent  with  respect  to  such
circumstances, the Administrative Agent (in consultation with the Lenders) shall
negotiate  with the  Borrowers  in good  faith in order to  ascertain  whether a
substitute  interest  rate (a  "Substitute  Rate")  may be  agreed  upon for the
maintaining of Loans in the Affected  Currency.  If a Substitute  Rate is agreed
upon by the Borrowers and all the Lenders,  such Substitute Rate shall apply. If
a  Substitute  Rate is not so agreed upon by the  Borrowers  and all the Lenders
within such time, each Lender's Loans in the Affected  Currency shall thereafter
bear  interest  at a rate  equal  to the sum of (i) the rate  certified  by such
Lender to be its costs of funds (from such sources as it may  reasonably  select
out of those sources then available to it) for such Loans,  plus (ii) the Margin
plus (iii),  any Mandatory Cost incurred by such Lender in respect of such Loans
from time to time.

     2.13 Pro Rata  Treatment and Payments.  (a) Each  borrowing by any Borrower
from the  Lenders  hereunder,  each  payment by any  Borrower  on account of any
commitment fee and any reduction of the Commitments of the Lenders shall be made
pro rata according to the respective Loan Percentages of the Lenders.

     (b) Each payment  (including each prepayment) by any Borrower on account of
principal of and  interest on the Loans shall be made pro rata  according to the
respective outstanding principal amounts of the Loans then held by the Lenders.

     (c) All  payments  (including  prepayments)  to be  made  by any  Borrower,
whether on account of  principal,  interest,  fees or  otherwise,  shall be made
without  setoff or  counterclaim  and shall be made prior to 12:00 Noon,  London
time, on the due date thereof to the  Administrative  Agent,  for the account of
the Lenders,  at its Funding Office, in immediately  available funds.  Except as
otherwise  specified in this  Agreement,  amounts owing  hereunder on account of
principal and interest on Loans shall be paid in the currency in which such Loan
was borrowed,  and amounts  owing  hereunder on account of fees shall be paid in
Euros.  The  Administrative  Agent shall distribute such payments to the Lenders
promptly  upon  receipt  in like  funds as  received.  If any  payment on a Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding  Business Day unless the result of such
extension would be to extend such payment into another  calendar month, in



                                       22


which event such payment  shall be made on the  immediately  preceding  Business
Day. In the case of any  extension of any payment of  principal  pursuant to the
preceding  two  sentences,  interest  thereon  shall  be  payable  at  the  then
applicable rate during such extension.

     (d) Unless the Administrative  Agent shall have been notified in writing by
any Lender  prior to a borrowing  that such Lender will not make the amount that
would  constitute  its share of such borrowing  available to the  Administrative
Agent,  the  Administrative  Agent may assume  that such  Lender is making  such
amount available to the Administrative  Agent, and the Administrative Agent may,
in reliance  upon such  assumption,  make  available to the relevant  Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative  Agent, on demand,  such amount with interest thereon at a
rate determined by the Administrative Agent to be the cost to it of funding such
amount  until  such  Lender  makes  such  amount  immediately  available  to the
Administrative Agent. A certificate of the Administrative Agent submitted to any
Lender  with  respect  to any  amounts  owing  under  this  paragraph  shall  be
conclusive  in the absence of manifest  error.  If such  Lender's  share of such
borrowing  is not made  available  to the  Administrative  Agent by such  Lender
within three Business Days after such Borrowing Date, the  Administrative  Agent
shall also be entitled to recover  such amount with  interest  thereon at a rate
determined  by the  Administrative  Agent to be the sum of (x) the cost to it of
funding such amount plus (y) the Margin, on demand,  from the relevant Borrower.
The  failure or refusal of any Lender to make  available  to the  Administrative
Agent such Lender's share of such  borrowing  shall not relieve any other Lender
from its several  obligation  hereunder to make available to the  Administrative
Agent the amount of such other Lender's share of such borrowing.  Nothing herein
shall be deemed to limit the rights of any Borrower  against any Lender that has
failed or refused to make available such Lender's share of any borrowing.

     (e) Unless the Administrative  Agent shall have been notified in writing by
any  Borrower  prior to the date of any payment due to be made by such  Borrower
hereunder  that such Borrower  will not make such payment to the  Administrative
Agent,  the  Administrative  Agent may assume that such  Borrower is making such
payment,  and the  Administrative  Agent may,  but shall not be required  to, in
reliance upon such  assumption,  make available to the Lenders their  respective
pro rata shares of a  corresponding  amount.  If such payment is not made to the
Administrative  Agent by the relevant  Borrower within three Business Days after
such due date, the Administrative Agent shall be entitled to recover, on demand,
from each Lender to which any amount  which was made  available  pursuant to the
preceding  sentence,  such  amount  with  interest  thereon  at a rate per annum
determined  by the  Administrative  Agent to be the cost to it of  funding  such
amount. Nothing herein shall be deemed to limit the rights of the Administrative
Agent or any Lender against the relevant Borrower with respect to such payment.

     2.14  Requirements  of Law.  (a) If the  adoption  of or any  change in any
Requirement  of Law or in  the  interpretation  or  application  thereof  by any
Governmental Authority charged with the interpretation or administration thereof
or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made, in
each case, subsequent to the date hereof:

          (i) shall  subject any Lender to any tax of any kind  whatsoever  with
     respect  to this  Agreement  or any Loan made by it, or change the basis of
     taxation  of

                                       23


     payments to such Lender in respect thereof (except for  Non-Excluded  Taxes
     covered by Section  2.15 and  changes in the rate of tax on the overall net
     income of such Lender);

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

          (iii)  shall  impose on such  Lender any other  condition  relating to
     funding of assets that would include the Loans or the income or earnings in
     respect thereof (except for Non-Excluded  Taxes covered by Section 2.15 and
     changes in the rate of tax on the overall net income of such Lender);

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount  that such  Lender  reasonably  deems to be  material,  of  making,
continuing or maintaining Loans, or to reduce any amount receivable hereunder in
respect thereof,  then, in any such case, the relevant Borrower shall,  promptly
after its receipt of a notice with respect  thereto in  accordance  with Section
2.14(d),  pay such Lender,  upon its demand, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable.

     (b) If any Lender shall have reasonably  determined that the adoption of or
any  change in any  Requirement  of Law  regarding  capital  adequacy  or in the
interpretation or application  thereof by a Governmental  Authority charged with
the interpretation or administration thereof or compliance by such Lender or any
corporation  controlling  such Lender with any  request or  directive  regarding
capital adequacy  (whether or not having the force of law) from any Governmental
Authority  made,  in each case,  subsequent  to the date  hereof  shall have the
effect of reducing  the rate of return on such  Lender's  or such  corporation's
capital as a  consequence  of its  obligations  hereunder  to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change  or  compliance   (taking  into   consideration  such  Lender's  or  such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material,  then from time to time, after such Lender
has provided  written notice in accordance  with Section 2.14(d) to the relevant
Borrower  requesting  compensation for such reduction under this paragraph,  the
relevant  Borrower shall pay to such Lender such additional amount or amounts as
will compensate such Lender or such corporation for such reduction.

     (c) If any Governmental  Authority of the jurisdiction  from which Euros or
any Alternate Currency is issued (or any other jurisdiction in which the funding
operations of any Lender shall be conducted with respect to such currency) shall
have in effect any reserve,  liquid asset or similar requirement with respect to
any category of deposits or liabilities  customarily  used to fund loans in such
currency,  or by reference to which interest  rates  applicable to loans in such
currency  are  determined  (other  than any  such  requirement  included  in the
computation of Mandatory Cost),  and the result of such requirement  shall be to
increase  the cost to such  Lender  of making  or  maintaining  any Loan in such
currency,  and such  Lender  shall  deliver to the  relevant  Borrower a written
notice in  accordance  with Section  2.14(d)  requesting  compensation  for such
additional  cost under this  paragraph,  then the relevant  Borrower will pay to
such Lender


                                       24


on each Interest  Payment Date with respect to each affected Loan an amount that
will compensate such Lender for such additional cost.

     (d) If any  Lender  becomes  entitled  to  claim  any  additional  amounts,
compensation  or additional  costs pursuant to this Section,  it shall deliver a
written notice in accordance with this paragraph to the relevant  Borrower (with
a  copy  to  the  Administrative  Agent)  requesting  such  additional  amounts,
compensation  or additional  costs and  notifying  the relevant  Borrower of the
event by reason of which it has become so  entitled.  Such Lender  agrees to use
reasonable  efforts to deliver such notice promptly  following the time at which
it  becomes  aware  of  the  event  giving  rise  to  such  additional  amounts,
compensation or additional cost payable (provided that, except as provided below
in this paragraph, the failure by such Lender to give such notice promptly shall
not  adversely  affect any of its rights  hereunder).  A  certificate  as to any
additional  amounts,  compensation  or  additional  costs  payable to any Lender
pursuant to this  Section 2.14  submitted by any Lender to any Borrower  (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest
error. Notwithstanding anything to the contrary contained in paragraphs (a), (b)
and (c) above,  no Borrower shall be required to compensate a Lender pursuant to
such  paragraphs  for any amounts  incurred  more than three months prior to the
date that such Lender notifies such Borrower of such Lender's intention to claim
compensation  therefor;  and provided further that, if the circumstances  giving
rise to such claim have a retroactive effect, then such three-month period shall
be extended to include the period of such retroactive effect. The obligations of
each  Borrower  pursuant to this Section 2.14 shall survive the  termination  of
this  Agreement  and the  payment  of the Loans and all  other  amounts  payable
hereunder.

     (e)  Notwithstanding  any other  provision  of this  Agreement,  if (x) the
adoption of or any change in any Requirement of Law or in the  interpretation or
application thereof by a Governmental  Authority charged with the interpretation
or  administration  thereof  or  compliance  by any Lender  with any  request or
directive  (whether  or not,  in each  case,  having  the force of law) from any
central bank or other Governmental  Authority made subsequent to the date hereof
shall make it unlawful for any Lender to make or maintain any Alternate Currency
Loan or to give effect to its obligations as contemplated hereby with respect to
any  Alternate  Currency  Loan,  or (y) there shall have  occurred any change in
national or international financial, political or economic conditions (including
the imposition of or any change in exchange controls,  but excluding  conditions
otherwise  covered by this Section 2.14) which would make it  impracticable  for
any Lender to make or  maintain  Loans  denominated  in the  relevant  Alternate
Currency after the date hereof to, or for the account of, any Borrower, then, by
written notice to each Borrower and to the Administrative Agent:

          (i) such  Lender may  declare  that Loans (in the  affected  Alternate
     Currency  or  Currencies)  will not  thereafter  (for the  duration of such
     unlawfulness  or change in  conditions)  be made by such  Lender or Lenders
     hereunder (or be continued for additional Interest Periods),  whereupon any
     request for a Loan (in the affected Alternate Currency or Currencies) or to
     continue a Loan (in the affected Alternate Currency or Currencies),  as the
     case may be, for an additional  Interest  Period  shall,  as to such Lender
     only,  be  of no  force  and  effect,  unless  such  declaration  shall  be
     subsequently withdrawn; and

                                       25


          (ii)  such  Lender  may  require  that all  outstanding  Loans (in the
     affected Alternate Currency or Currencies), made by it be converted to Euro
     Loans  (unless  repaid by the relevant  Borrower),  in which event all such
     Loans (in the affected Alternate Currency or Currencies) shall be converted
     to Euro  Loans as of the  effective  date of such  notice  as  provided  in
     paragraph (f) below and at the Exchange Rate on the date of such conversion
     or, at the option of the relevant  Borrower,  repaid on the last day of the
     then current Interest Period with respect thereto.

     In the event any Lender shall  exercise its rights under (i) or (ii) above,
all payments and  prepayments of principal made  thereafter that would otherwise
have been applied to repay the converted Alternate Currency Loans of such Lender
shall  instead be applied to repay the Euro Loans made by such Lender  resulting
from such conversion.

     (f) For purposes of Section 2.14(e), a notice to any Borrower by any Lender
shall be effective as to each  Alternate  Currency Loan made to such Borrower by
such  Lender,  if  lawful,  on the last  day of the  Interest  Period  currently
applicable to such Alternate Currency Loan; in all other cases such notice shall
be effective on the date of receipt thereof by the relevant Borrower.

     2.15 Taxes.  (a) All  payments  made by any Borrower  under this  Agreement
shall be made free and clear of, and without  deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties,  charges,  fees,  deductions or withholdings,  now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income  taxes and  franchise  taxes  (imposed  in lieu of net income  taxes)
imposed  on the  Administrative  Agent or any Lender as a result of a present or
former  connection  between  the  Administrative  Agent or such  Lender  and the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision  or  taxing  authority  thereof  or  therein  (other  than  any such
connection  arising solely from the  Administrative  Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced,  this Agreement or any other Loan Document).  If any such non-excluded
taxes,  levies,  imposts,  duties,  charges,  fees,  deductions or  withholdings
("Non-Excluded  Taxes") or Other  Taxes are  required  to be  withheld  from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative  Agent or such Lender shall be increased to the
extent  necessary  to yield to the  Administrative  Agent or such Lender  (after
payment of all  Non-Excluded  Taxes and Other Taxes)  interest or any such other
amounts  payable  hereunder  at the rates or in the  amounts  specified  in this
Agreement, provided, however, that no Borrower shall be required to increase any
such amounts  payable to any Lender with respect to any  Non-Excluded  Taxes (i)
that are  attributable to such Lender's  failure to comply with the requirements
of  paragraph  (d) of this  Section  or (ii) that are taxes  imposed  on amounts
payable  to such  Lender  at the  time  such  Lender  becomes  a  party  to this
Agreement,  except  to the  extent  that  such  Lender's  assignor  (if any) was
entitled,  at the time of  assignment,  to receive  additional  amounts from the
relevant  Borrower  with  respect to such  Non-Excluded  Taxes  pursuant to this
paragraph.

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

                                       26


     (c)  Whenever  any  Non-Excluded  Taxes or Other  Taxes are  payable by any
Borrower, as promptly as possible thereafter the relevant Borrower shall send to
the Administrative  Agent for its own account or for the account of the relevant
Lender,  as the case may be, a certified  copy of an original  official  receipt
received by such Borrower  showing  payment  thereof.  If the relevant  Borrower
fails to pay any  Non-Excluded  Taxes or Other Taxes when due to the appropriate
taxing  authority  or fails to remit to the  Administrative  Agent the  required
receipts or other required documentary  evidence,  such Borrower shall indemnify
the Administrative Agent and the Lenders for any incremental taxes,  interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

     (d) Each  Lender  that is entitled to an  exemption  from or  reduction  of
non-U.S.  withholding tax under the law of the  jurisdiction in which the Lender
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall, at the reasonable request of the Borrowers,
deliver to the Borrowers (with a copy to the Administrative Agent), at such time
or times  prescribed by applicable law and such properly  completed and executed
documentation  prescribed by  applicable  law as will permit such payments to be
made without withholding or at a reduced rate.

     (e) The  agreements in this Section shall survive the  termination  of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

     2.16  Indemnity.  Each Borrower agrees to indemnify each Lender for, and to
hold each Lender harmless from, any loss or expense that such Lender may sustain
or incur as a consequence  of (a) default by such Borrower in making a borrowing
of or  continuation  of Loans after such Borrower has given a notice  requesting
the same in accordance  with the  provisions of this  Agreement,  (b) default by
such Borrower in making any  prepayment of Loans after such Borrower has given a
notice  thereof in accordance  with the  provisions of this Agreement or (c) the
making of a prepayment of Loans on a day that is not the last day of an Interest
Period with respect thereto. Such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest that would have accrued on the
amount so prepaid, or not so borrowed or continued, for the period from the date
of such  prepayment  or of such failure to borrow or continue to the last day of
such  Interest  Period (or, in the case of a failure to borrow or continue,  the
Interest  Period that would have  commenced on the date of such failure) in each
case at the  applicable  rate of  interest  for such Loans  provided  for herein
(excluding,  however,  the Margin included therein, if any) over (ii) the amount
of interest (as reasonably determined by such Lender) that would have accrued to
such  Lender on such amount by placing  such amount on deposit for a  comparable
period with leading banks in the interbank LIBOR market. A certificate as to any
amounts payable pursuant to this Section  submitted to the relevant  Borrower by
any Lender shall be conclusive in the absence of manifest  error.  This covenant
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

     2.17 Change of Lending Office. Each Lender agrees that, upon the occurrence
of any event  giving  rise to the  operation  of Section  2.14 or  2.15(a)  with
respect to such Lender,  it will,  if requested  by the relevant  Borrower,  use
reasonable efforts (subject to overall policy  considerations of such Lender) to
designate  another  lending office for any Loans affected by such event with the
object  of  avoiding  the  consequences  of  such  event;  provided,  that  such

                                       27


designation  is made on terms that, in the sole  judgment of such Lender,  cause
such Lender and its lending office(s) to suffer no economic,  legal,  regulatory
or other disadvantage, and provided, further, that nothing in this Section shall
affect or postpone any of the  obligations  of any Borrower or the rights of any
Lender pursuant to Section 2.14 or 2.15(a).

     2.18  Replacement of Lenders.  The Borrowers  shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to Section
2.14 or 2.15(a) or (b) defaults in its obligation to make Loans hereunder,  with
a replacement financial institution; provided that (i) such replacement does not
conflict  with any  Requirement  of Law,  (ii) no Event of  Default  shall  have
occurred and be continuing at the time of such  replacement,  (iii) prior to any
such  replacement,  such Lender shall have taken no action under Section 2.17 so
as to eliminate the continued  need for payment of any amounts owing pursuant to
Section  2.14 or  2.15(a),  (iv) the  replacement  financial  institution  shall
purchase,  at par (unless the Lender being replaced otherwise agrees to accept a
lesser  payment in its  discretion),  all Loans and other  amounts owing to such
replaced  Lender  on or  prior  to the  date of  replacement,  (v) the  relevant
Borrower shall be liable to such replaced  Lender under Section 2.16 if any Loan
owing by such Borrower to such replaced  Lender shall be purchased other than on
the last day of the  Interest  Period  relating  thereto,  (vi) the  replacement
financial  institution,  if not  already  a  Lender,  shall  (A)  be  reasonably
satisfactory to the  Administrative  Agent and (B) deliver to the Administrative
Agent an administrative  questionnaire,  (vii) (A) in the event of a replacement
of a Lender  pursuant to clause (a) above,  the  Borrowers  shall deliver to the
Administrative  Agent a processing and  recordation  fee of $3,500 in accordance
with Section 10.6 or (B) in the event of a replacement  of a Lender  pursuant to
clause (b) above, the replaced Lender shall deliver to the Administrative  Agent
a processing  and  recordation  fee of $3,500 in  accordance  with Section 10.6,
(viii) until such time as such replacement  shall be consummated,  each Borrower
shall pay all  additional  amounts (if any) required to be paid by such Borrower
pursuant  to  Section  2.14 or  2.15(a),  as the case may be,  and (ix) any such
replacement  shall not be deemed to be a waiver of any rights that any Borrower,
the  Administrative  Agent or any other  Lender  shall have against the replaced
Lender. In the event of a replacement of a Lender pursuant to this Section 2.18,
such replaced Lender and the replacement  financial  institution  shall promptly
execute and deliver to the Administrative  Agent and the Borrowers an Assignment
and  Assumption,  and shall comply with the provisions of Section  10.6(b)(iii),
(iv) and (v)  (other  than the  requirements  included  in such  clause (v) with
respect to the  delivery of consents and the  processing  and  recordation  fee,
which are covered above in this Section).

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

     (b) The obligations of each Borrower in respect of any sum due to any party
hereto  or any  holder  of the  obligations  owing  hereunder  (the  "Applicable
Creditor")  shall,  notwithstanding  any judgment in a currency  (the  "Judgment
Currency")  other  than the  currency  in which  such  sum is  stated  to be due
hereunder (the "Agreement Currency"),  be discharged only to the extent that, on
the  Business  Day  following  receipt  by the  Applicable  Creditor  of any sum


                                       28


adjudged to be so due in the Judgment Currency,  the Applicable  Creditor may in
accordance with normal banking procedures in the relevant  jurisdiction purchase
the  Agreement  Currency  with  the  Judgment  Currency;  if the  amount  of the
Agreement  Currency  so  purchased  is less than the sum  originally  due to the
Applicable  Creditor  in the  Agreement  Currency,  the  relevant  Borrower as a
separate obligation and  notwithstanding any such judgment,  agrees to indemnify
the  Applicable  Creditor  against such loss.  The  obligations of each Borrower
contained in this Section shall survive the  termination  of this  Agreement and
the payment of all other amounts owing hereunder.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce  the  Administrative  Agent and the  Lenders  to enter  into this
Agreement and to make the Loans,  Thermo Electron hereby represents and warrants
to the  Administrative  Agent and each Lender,  as of the date of this Agreement
(except as to the  representations  and  warranties  made as of a date  certain,
which  shall be true  and  correct  as of such  date)  and as of the  date  such
representations and warranties are deemed to be made under Section 4.2(a), that:

     3.1 Financial Condition.  The audited consolidated balance sheets of Thermo
Electron and its consolidated Subsidiaries as at December 28, 2002, December 31,
2003 and December 31, 2004 and the related consolidated statements of income and
of cash flows for the  fiscal  years  ended on such  dates,  reported  on by and
accompanied by an unqualified report from  Pricewaterhouse  Coopers LLP, present
fairly  the  consolidated   financial  condition  of  Thermo  Electron  and  its
consolidated  Subsidiaries as at such dates, and the consolidated results of its
operations and its consolidated  cash flows for the respective fiscal years then
ended.  The  unaudited  consolidated  balance  sheet of Thermo  Electron and its
consolidated  Subsidiaries  as at  April  2,  2005,  and the  related  unaudited
consolidated  statements  of income  and cash flows for the  three-month  period
ended on such date,  present  fairly the  consolidated  financial  condition  of
Thermo  Electron  and its  consolidated  Subsidiaries  as at such date,  and the
consolidated  results of its operations and its consolidated  cash flows for the
three-month  period then ended (subject to normal  year-end audit  adjustments).
All such  financial  statements,  including  the  related  schedules  and  notes
thereto,  have been prepared in accordance  with GAAP (subject to the absence of
footnotes with respect to unaudited quarterly  statements) applied  consistently
throughout the periods involved (except as approved by the  aforementioned  firm
of accountants  and disclosed  therein).  As of the date of this  Agreement,  no
Group Member has any material Guarantee Obligations,  contingent liabilities and
liabilities for taxes,  or any long-term  leases or unusual forward or long-term
commitments,  including any interest  rate or foreign  currency swap or exchange
transaction or other obligation in respect of derivatives, other than those that
(i) are not material to Thermo Electron and its Subsidiaries taken as a whole or
(ii) are reflected in the most recent financial  statements  referred to in this
paragraph  or in  Thermo  Electron's  most  recent  report  on Form  10-K or any
subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date
of this Agreement  (such filings made prior to the date of this  Agreement,  the
"SEC  Filings").  During the period from  December 31, 2004 to and including the
date of this Agreement  there has been no Disposition by any Group Member of any
part  of  its  business  or  property   material  to  Thermo  Electron  and  its
Subsidiaries  taken as a whole except as set forth in the most recent  financial
statements referred to in this paragraph or in Thermo Electron's SEC Filings.

                                       29


     3.2 No Change.  Since  December 31, 2004,  there has been no development or
event that has had or would  reasonably  be expected to have a Material  Adverse
Effect,  except that no representation  and warranty is made in this Section 3.2
with respect to the Current Litigation.

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

     3.4 Power; Authorization; Enforceable Obligations. Thermo Electron and each
Borrower has the power and authority,  and the legal right, to make, deliver and
perform  the Loan  Documents  to which  it is a party  and,  in the case of each
Borrower, to borrow hereunder.  Thermo Electron and each Borrower have taken all
necessary  organizational  action  to  authorize  the  execution,  delivery  and
performance  of the Loan  Documents  to which it is a party and,  in the case of
each Borrower, to authorize the extensions of credit on the terms and conditions
of this Agreement.  No consent or authorization  of, filing with (other than any
SEC  filing  by  Thermo   Electron  in  compliance   with  the  SEC   disclosure
obligations),  notice  to or other act by or in  respect  of,  any  Governmental
Authority or any other Person is required of any Group Member in connection with
the  borrowings by any Borrower  hereunder or with the  execution,  delivery and
performance   by  Thermo   Electron  or  any   Borrower,   or  the  validity  or
enforceability against Thermo Electron or any Borrower, of this Agreement or any
of the Loan  Documents.  This  Agreement has been duly executed and delivered on
behalf of Thermo  Electron and each Borrower.  This Agreement  constitutes,  and
each other Loan Document upon  execution  will  constitute,  a legal,  valid and
binding  obligation  of  Thermo  Electron  and  each  Borrower,  as  applicable,
enforceable  against  Thermo  Electron or such Borrower in  accordance  with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors'  rights  generally and by general  equitable  principles  (whether
enforcement is sought by proceedings in equity or at law).

     3.5 No Legal Bar.  Except as, in the  aggregate,  could not  reasonably  be
expected  to  have a  Material  Adverse  Effect,  the  execution,  delivery  and
performance  of this  Agreement  and the other Loan  Documents,  the  borrowings
hereunder and the use of the proceeds  thereof will not violate any  Requirement
of Law or any Contractual Obligation of any Group Member and will not result in,
or require,  the creation or imposition  of any Lien on any of their  respective
properties  or  revenues  pursuant  to  any  Requirement  of  Law  or  any  such
Contractual Obligation.

     3.6 Litigation.  It is not probable that the Current Litigation will have a
Material Adverse Effect, and no other litigation, investigation or proceeding of
or before  any  arbitrator  or  Governmental  Authority  is  pending  or, to the
knowledge  of Thermo  Electron,


                                       30


threatened  by or against any Group  Member or against  any of their  respective
properties  or  revenues  that would  reasonably  be expected to have a Material
Adverse Effect.

     3.7 Ownership of Property;  Liens.  Except as, in the aggregate,  could not
reasonably be expected to have a Material Adverse Effect,  each Group Member has
title in fee simple to, or a valid leasehold interest in, all its real property,
and good title to, or a valid leasehold interest in, all its other property, and
none of such property is subject to any Lien except as permitted by Section 6.4.

     3.8 Taxes. Except as, in the aggregate, could not reasonably be expected to
have a Material  Adverse  Effect,  each  Group  Member has filed or caused to be
filed all  material tax returns that are required to be filed by each of them in
each applicable  jurisdiction and has paid all taxes shown to be due and payable
on said returns or on any assessments made against it or any of its property and
all other taxes,  fees or other charges  imposed on it or any of its property by
any  Governmental  Authority (other than any the amount or validity of which are
currently  being  contested in good faith by  appropriate  proceedings  and with
respect to which  reserves  in  conformity  with GAAP have been  provided on the
books of the relevant Group Member).

     3.9 Federal Regulations.  No part of the proceeds of any Loans will be used
for any purpose that violates the provisions of Regulation U or any of the other
Regulations  of the Board.  If  requested  by any  Lender or the  Administrative
Agent, each Borrower will furnish to the Administrative  Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

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

                                       31


     3.11 Investment Company Act; Other Regulations. Neither Thermo Electron nor
any  Borrower  is an  "investment  company",  or a  company  "controlled"  by an
"investment company",  within the meaning of the Investment Company Act of 1940,
as amended.  Neither  Thermo  Electron nor any Borrower is subject to regulation
under any  Requirement of Law (other than Regulation X of the Board) that limits
its ability to incur Indebtedness.

     3.12  Use of  Proceeds.  The  proceeds  of the  Loans  shall be used by the
Borrowers and their respective  Subsidiaries for working capital,  acquisitions,
repurchases of Capital Stock,  debentures and other securities of the Borrowers,
the refinancing of present and future debt and general corporate purposes.

     3.13  Environmental  Matters.  Except  as,  in  the  aggregate,  could  not
reasonably be expected to have a Material Adverse Effect:

     (a) the facilities and  properties  owned,  leased or operated by any Group
Member (the "Properties") do not contain, and have not previously contained, any
Materials  of  Environmental  Concern  in  amounts  or  concentrations  or under
circumstances  that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;

     (b) no Group  Member has  received or is aware of any notice of  violation,
alleged violation,  non-compliance,  liability or potential  liability regarding
environmental  matters or compliance with  Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the "Business"),
nor does  Thermo  Electron  have  knowledge  or reason to believe  that any such
notice will be received or is being threatened;

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

     (d) no judicial  proceeding or  governmental  or  administrative  action is
pending  or,  to  the  knowledge  of  Thermo  Electron,  threatened,  under  any
Environmental  Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business,  nor are there any consent decrees or
other decrees,  consent orders,  administrative orders or other orders, or other
administrative or judicial requirements  outstanding under any Environmental Law
with respect to the Properties or the Business;

     (e)  there  has been no  release  or  threat of  release  of  Materials  of
Environmental  Concern at or from the Properties,  or arising from or related to
the  operations  of any  Group  Member  in  connection  with the  Properties  or
otherwise in connection with the Business, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws;

     (f) the  Properties and all operations at the Properties are in compliance,
and  have in the  last  five  years  been in  compliance,  with  all  applicable
Environmental  Laws,  and  there is no  contamination  at,  under  or about  the
Properties or violation of any  Environmental Law with respect to the Properties
or the Business; and

                                       32


     (g) no Group  Member has assumed any  liability  of any other  Person under
Environmental Laws.

     3.14 Accuracy of Information, etc. No statement or information contained in
this  Agreement,  the  Confidential  Information  Package or any other document,
certificate  or statement  furnished  by or on behalf of Thermo  Electron or any
Borrower to the Administrative  Agent or the Lenders, or any of them, for use in
connection  with the  transactions  contemplated  by this Agreement or the other
Loan Documents, contained as of the date such statement,  information,  document
or certificate was so furnished (or, in the case of the Confidential Information
Package,  as of the date of this  Agreement)  when taken  together  with the SEC
Filings,  any untrue statement of a material fact or omitted to state a material
fact  necessary  to  make  the  statements   contained  herein  or  therein  not
misleading. The projections and pro forma financial information contained in the
materials  referenced  above are based upon good faith estimates and assumptions
believed by management of Thermo  Electron and the Borrowers to be reasonable at
the  time  made,  it  being  recognized  by  the  Lenders  that  such  financial
information  as it relates to future events is not to be viewed as fact and that
actual  results  during  the  period  or  periods   covered  by  such  financial
information  may  differ  from the  projected  results  set forth  therein  by a
material amount.

     3.15 Dutch Banking Act(a) . (a) Thermo Finance B.V. is in compliance in all
material  respects with the applicable  provisions of the Dutch Banking Act; (b)
on the date of this  Agreement  Thermo  Finance  B.V. has verified the status of
each  Lender  as a  Professional  Market  Party;  and  (c)  on the  date  of any
assignment  by a Lender to an Assignee  pursuant to Section 10.6 Thermo  Finance
B.V.  will have verified the status of such  Assignee as a  Professional  Market
Party.

                        SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Initial  Loans.  The agreement of each Lender to make the
initial Loans requested to be made by it is subject to the  satisfaction,  prior
to or concurrently  with the making of such Loans,  of the following  conditions
precedent:

     (a) Credit  Agreement.  The  Administrative  Agent shall have received this
Agreement,  executed and delivered by the Administrative  Agent, the Syndication
Agent, the  Co-Documentation  Agents,  Thermo  Electron,  the Borrowers and each
Person listed on Schedule 1.1(a).

     (b) Fees. The Lenders and the Administrative  Agent shall have received all
fees  required  to be paid,  and all  expenses  for  which  invoices  have  been
presented  (including the reasonable fees and expenses of legal counsel),  on or
before the Closing  Date.  All such amounts will be paid by wire transfer on the
Closing Date.

     (c)  Closing  Certificate;  Certified  Certificate  of  Incorporation.  The
Administrative Agent shall have received a certificate of Thermo Electron and of
each Borrower,  dated the Closing Date,  substantially in the form of Exhibit B,
with  appropriate  insertions  and  attachments,  including the  certificate  of
incorporation of Thermo Electron and of each Borrower.

                                       33


     (d) Legal Opinions.  The  Administrative  Agent shall have received (a) the
legal opinion of Wilmer Cutler  Pickering  Hale and Dorr LLP,  counsel to Thermo
Electron and its Subsidiaries, substantially in the form of Exhibit D-1, (b) the
legal  opinion  of  Seth  Hoogasian,   General   Counsel  of  Thermo   Electron,
substantially  in the form of  Exhibit  D-2;  (c) the legal  opinion  of Allen &
Overy,  local counsel to the Lenders in The  Netherlands,  substantially  in the
form of Exhibit D-3 and (d) the legal opinion of Allen & Overy, local counsel to
the Lenders in Luxembourg,  substantially in the form of Exhibit D-4. Such legal
opinions   shall  cover  such  other  matters   incident  to  the   transactions
contemplated  by this  Agreement  as the  Administrative  Agent  may  reasonably
require.

     (e) Approvals. All material governmental and regulatory licenses,  notices,
registrations  and  consents  necessary  in  connection  with  the  transactions
contemplated  by this Agreement  shall have been made and obtained on reasonably
satisfactory terms and shall be in full force and effect.

     4.2  Conditions to Each Loan. The agreement of each Lender to make any Loan
(other  than a  Refunding  Borrowing)  requested  to be made  by it on any  date
(including  its initial  Loan) is subject to the  satisfaction  of the following
conditions precedent:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  made by Thermo  Electron or any  Borrower in or pursuant to the Loan
Documents (other than the  representations  and warranties set forth in Sections
3.2 and 3.15(b) and (c)) shall be true and correct in all  material  respects on
and  as  of  such  date  as  if  made  on  and  as  of  such  date  (other  than
representations  and warranties made as of a specified earlier date, which shall
be true and correct as of such earlier date).

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

Each borrowing by any Borrower  hereunder shall constitute a representation  and
warranty by such Borrower as of the date of such  borrowing  that the conditions
contained in this Section 4.2 have been satisfied.

     4.3 Conditions for Additional Borrowers.  Any Subsidiary of Thermo Electron
organized  under  the  laws  of  a  European  nation  set  forth  in  a  written
notification  thereof delivered by Thermo Electron to the  Administrative  Agent
(which shall  promptly  notify each Lender  thereof)  shall become an Additional
Borrower  on the later of (x) the date  which is five  Business  Days  after the
receipt by the Lenders of such  notification and (y) the date that the following
conditions precedent shall have been satisfied:

     (a)  Counterparts.   The   Administrative   Agent  shall  have  received  a
Supplemental  Borrower  Agreement  duly  executed  by such  Additional  Borrower
substantially in the form of Exhibit E.

     (b) Closing Certificate;  Certificate of Incorporation.  The Administrative
Agent  shall  have  received  a   certificate   of  such   Additional   Borrower
substantially  in the  form  of  Exhibit  B,  with  appropriate  insertions  and
attachments,  including the  certificate  of  incorporation  of such  Additional
Borrower.

                                       34


     (c) Legal  Opinions.  The  Administrative  Agent  shall  have  received  an
executed  legal  opinion,  in form and  substance  reasonably  acceptable to the
Administrative   Agent,  of  counsel  to  such  Additional  Borrower  reasonably
acceptable to the Administrative Agent.

                        SECTION 5. AFFIRMATIVE COVENANTS

     Thermo Electron  hereby agrees that, so long as the  Commitments  remain in
effect or any Loan or other amount is owing to any Lender or the  Administrative
Agent hereunder,  Thermo Electron shall and (except in the case of Sections 5.1,
5.2 and 5.7) shall cause each of its Subsidiaries to:

     5.1 Financial Statements.  Furnish to the Administrative Agent (which shall
promptly make a copy thereof available to each Lender, including by posting on a
secure website):

     (a) as soon as available,  but in any event within 90 days after the end of
each fiscal year of Thermo Electron,  a copy of the audited consolidated balance
sheet of Thermo Electron and its consolidated Subsidiaries as at the end of such
year and the related audited consolidated statements of income and of cash flows
for such year,  setting forth in each case in  comparative  form the figures for
the previous year,  reported on without a "going concern" or like  qualification
or  exception,  or  qualification  arising  out of the  scope of the  audit,  by
PricewaterhouseCoopers  LLP or other independent certified public accountants of
nationally recognized standing; and

     (b) as soon as available, but in any event not later than 45 days after the
end of each of the first three  quarterly  periods of each fiscal year of Thermo
Electron,  the unaudited  consolidated  balance sheet of Thermo Electron and its
consolidated  Subsidiaries  as at the  end  of  such  quarter  and  the  related
unaudited  consolidated  statements of income and of cash flows for such quarter
and the portion of the fiscal  year  through  the end of such  quarter,  setting
forth in each  case in  comparative  form the  figures  for the  previous  year,
certified  by a  Responsible  Officer  as being  fairly  stated in all  material
respects (subject to normal year-end audit adjustments).

All such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
(subject  to the  absence  of  footnotes  with  respect to  unaudited  quarterly
statements)  applied (except as approved by such accountants or officer,  as the
case may be, and disclosed in reasonable detail therein) consistently throughout
the periods reflected therein and with prior periods.  Notwithstanding  anything
to the contrary  contained in this Section  5.1,  Thermo  Electron  shall not be
required to deliver any financial  statements to the  Administrative  Agent with
respect to any period for which it has timely  filed its Form 10-K or Form 10-Q,
as the case may be, with the SEC (provided  that such Form 10-K or Form 10-Q, as
the case may be,  is  publicly  available  on the  SEC's  website  (or a similar
website) within the time periods required by this Section).

     5.2 Certificates;  Other Information.  Furnish to the Administrative  Agent
(which shall promptly make a copy thereof available to each Lender, including by
posting on a secure website):

                                       35


     (a) within the time period in which Thermo  Electron is required to deliver
any  financial  statements  pursuant  to Section  5.1,  (i) a  certificate  of a
Responsible  Officer  stating  that, to the best of such  Responsible  Officer's
knowledge,  Thermo  Electron,  during  the  period  covered  by  such  financial
statements, has observed or performed all of its covenants and other agreements,
and satisfied  every  condition  contained in this  Agreement and the other Loan
Documents to which it is a party to be  observed,  performed or satisfied by it,
and that such  Responsible  Officer has  obtained no knowledge of any Default or
Event of Default except as specified in such  certificate  and (ii) a Compliance
Certificate   containing  all   information  and   calculations   necessary  for
determining  compliance by Thermo Electron with the provisions of this Agreement
referred  to therein as of the last day of the fiscal  quarter or fiscal year of
Thermo Electron, as the case may be;

     (b)  unless  publicly  available  at such time on the SEC's  website  (or a
similar  website),  within  five days  after  the same are  sent,  copies of all
financial  statements  and reports that Thermo  Electron sends to the holders of
any class of its debt  securities or public equity  securities  and, within five
days after the same are filed,  copies of all financial  statements  and reports
that Thermo Electron may make to, or file with, the SEC; and

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

     5.3 Payment of  Obligations.  Pay,  discharge  or  otherwise  satisfy at or
before  maturity or before they become  delinquent,  as the case may be, all its
obligations of whatever nature that, if not paid,  could  reasonably be expected
to result in a Material  Adverse  Effect,  except  where the amount or  validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the relevant Group Member.

     5.4 Maintenance of Existence;  Compliance.  (a)(i) Preserve, renew and keep
in full force and effect Thermo  Electron's and each  Borrower's  organizational
existence and (ii) take all reasonable action to maintain all rights, privileges
and  franchises  of each such Group Member  necessary or desirable in the normal
conduct of its business, except, in each case, as otherwise permitted by Section
6.5 and except,  in the case of clause (ii) above, to the extent that failure to
do so could not reasonably be expected to have a Material  Adverse  Effect;  and
(b)  except to the  extent  that,  in the  aggregate,  non-compliance  could not
reasonably  be  expected  to have a Material  Adverse  Effect,  comply  with all
Contractual Obligations and Requirements of Law.

     5.5 Maintenance of Property;  Insurance.  Except to the extent that, in the
aggregate,  non-compliance  could not  reasonably be expected to have a Material
Adverse  Effect,  (a) keep all property  useful and necessary in its business in
good  working  order and  condition,  ordinary  wear and tear  excepted  and (b)
maintain with financially sound and reputable  insurance  companies insurance on
all its  property in at least such  amounts and against at least such risks (but
including  in  any  event  public  liability,  product  liability  and  business
interruption)  as are  usually  insured  against  in the  same  general  area by
companies engaged in the same or a similar business.

                                       36


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

5.7 Notices. Promptly after Thermo Electron becomes aware thereof, give notice
to the Administrative Agent (which shall promptly make a copy thereof available
to each Lender, including by posting on a secure website) of:

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

     (b) any (i) default or event of default under any Contractual Obligation of
any Group Member or (ii) litigation,  investigation or proceeding that may exist
at any time between any Group  Member and any  Governmental  Authority,  that in
either case, if not cured or if adversely determined,  as the case may be, could
reasonably be expected to have a Material Adverse Effect;

     (c) any  litigation or  proceeding  affecting any Group Member (i) in which
the amount  involved is $50,000,000 or more and not covered by insurance or (ii)
which relates to any Loan Document;

     (d) the  following  events,  as soon as possible and in any event within 30
days  after  Thermo  Electron  knows  or has  reason  to know  thereof:  (i) the
occurrence  of any  Reportable  Event  with  respect  to any  Plan  which  could
reasonably be expected to have a Material  Adverse Effect, a failure to make any
required  contribution  to a Plan, the creation of any Lien in favor of the PBGC
or a  Plan  or  any  withdrawal  from,  or the  termination,  Reorganization  or
Insolvency of, any  Multiemployer  Plan,  (ii) the institution of proceedings or
the taking of any other action by the PBGC with respect to the withdrawal  from,
or the  termination,  Reorganization  or  Insolvency  of, any Plan, or (iii) the
institution of proceedings or the taking of any other action by Thermo  Electron
or any Commonly  Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the termination,  Reorganization  or Insolvency of, any Plan
which, in the case of this clause (iii),  could reasonably be expected to have a
Material Adverse Effect; and

     (e) any  development or event that has had or could  reasonably be expected
to have a Material Adverse Effect.

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

     5.8 Environmental Laws. Comply in all material respects with all applicable
Environmental  Laws,  and obtain and comply in all  material  respects  with and
maintain  any and  all  licenses,  approvals,  notifications,  registrations  or
permits required by applicable


                                       37


Environmental  Laws,  except to the extent that the failure to comply, or obtain
and comply,  therewith  could not, in the  aggregate,  reasonably be expected to
have a Material Adverse Effect.

     5.9 "Know Your  Customer"  Checks(a)  . (a) If (i) the  adoption  of or any
change in any Requirement of Law or in the interpretation or application thereof
by a Governmental  Authority  charged with the  interpretation or administration
thereof or  compliance  by any Lender with any request or directive  (whether or
not  having  the  force of law)  from  any  central  bank or other  Governmental
Authority made  subsequent to the date hereof,  (ii) any change in the status of
any Loan Party or the  composition of the  shareholders  of any Loan Party after
the date of this  Agreement,  or (iii) a proposed  amendment  or  transfer  by a
Lender of any of its rights and/or  obligations  under this Agreement to a party
that  is  not a  Lender  prior  to  such  assignment  or  transfer  obliges  the
Administrative  Agent or any Lender (or, in the case of  paragraph  (iii) above,
any  prospective  new  Lender) to comply  with "know your  customer"  or similar
identification  procedures in circumstances  where the necessary  information is
not already  available to it, each Loan Party shall promptly upon the request of
the  Administrative  Agent or any Lender supply,  or procure the supply of, such
documentation   and  other   evidence  as  is   reasonably   requested   by  the
Administrative  Agent (for itself or on behalf of any Lender) or any Lender (for
itself or, in the case of the event  described  in  paragraph  (iii)  above,  on
behalf of any  prospective  new Lender) in order for the  Administrative  Agent,
such Lender or, in the case of the event described in paragraph (iii) above, any
prospective new Lender to carry out and be reasonably satisfied with the results
of all  necessary  "know  your  customer"  or other  similar  checks  under  all
applicable laws and regulations pursuant to the transactions contemplated in the
Loan Documents.

     (b) Each Lender shall promptly upon the request of the Administrative Agent
supply,  or procure the supply of, such  documentation  and other evidence as is
reasonably  requested by the Administrative  Agent (for itself) in order for the
Administrative  Agent to carry  out and be  satisfied  with the  results  of all
necessary "know your customer" or other similar checks under all applicable laws
and regulations pursuant to the transactions contemplated in the Loan Documents.

     (c)  Following the giving of any notice  pursuant to Section 4.3 above,  if
the accession of such Additional  Borrower obliges the  Administrative  Agent or
any  Lender to comply  with  "know  your  customer"  or  similar  identification
procedures  in  circumstances  where the  necessary  information  is not already
available  to it,  Thermo  Electron  shall  promptly  upon  the  request  of the
Administrative  Agent or any  Lender  supply,  or procure  the  supply of,  such
documentation   and  other   evidence  as  is   reasonably   requested   by  the
Administrative  Agent (for itself or on behalf of any Lender) or any Lender (for
itself  or  on  behalf  of  any   prospective  new  Lender)  in  order  for  the
Administrative  Agent or such Lender or any  prospective new Lender to carry out
and be  reasonably  satisfied  with the  results  of all  necessary  "know  your
customer" or other  similar  checks under all  applicable  laws and  regulations
pursuant to the accession of such  Subsidiary to this Agreement as an Additional
Borrower.

                         SECTION 6. NEGATIVE COVENANTS

     Thermo Electron  hereby agrees that, so long as the  Commitments  remain in
effect or any Loan or other amount is owing to any Lender or the  Administrative
Agent  hereunder,  Thermo  Electron  shall not,  and shall not permit any of its
Subsidiaries to, directly or indirectly:

                                       38


     6.1 Financial Condition Covenants.

     (a) Consolidated  Interest Coverage Ratio. Permit the Consolidated Interest
Coverage  Ratio for any period of four  consecutive  fiscal  quarters  of Thermo
Electron to be less than 3.25:1.00.

     (b) Consolidated  Total Debt to Consolidated  Total  Capitalization  Ratio.
Permit the Consolidated Total Debt to Consolidated Total Capitalization Ratio at
the end of any fiscal quarter of Thermo Electron to be greater than 0.50:1.00.

     6.2  Standby  and  Performance  Letters of  Credit.  Permit at any one time
outstanding  the sum of (a) the aggregate then undrawn face amount of surety and
performance bonds, bank guarantees and standby and performance letters of credit
as to which Thermo  Electron  and/or any Subsidiary of Thermo Electron is or are
the  account  party and which do not secure or  otherwise  assure the payment of
Indebtedness and (b) the aggregate then unreimbursed  amount of all amounts paid
in respect of drawings under such surety and performance  bonds, bank guarantees
and letters of credit to exceed 10% of  Consolidated  Total Assets as of the end
of the  immediately  prior fiscal quarter of Thermo Electron for which financial
statements shall have been delivered to the Lenders.

     6.3  Indebtedness of Subsidiaries.  In the case of any Subsidiary,  create,
issue,  incur,  assume,  become  liable  in  respect  of or  suffer to exist any
Indebtedness of such Subsidiary, except:

     (a)  Indebtedness  of such  Subsidiary  to  Thermo  Electron  or any  other
Subsidiary  and  Guarantee   Obligations  of  any  Subsidiary  with  respect  to
Indebtedness of Thermo Electron or any other Subsidiary;

     (b) (i)  Indebtedness  outstanding  on the date  hereof  and  described  on
Schedule  6.3(b),  and  additional  Indebtedness  incurred after the date hereof
under the  revolving  credit  arrangements  described  on Schedule  6.3(b) in an
aggregate  principal  amount  at any one  time  outstanding  not to  exceed  the
commitments  or limits  existing  with  respect  thereto on the date  hereof and
described  on such  Schedule,  and (ii)  Indebtedness  under  any  replacements,
refinancings,  refundings,  renewals or extensions of the Indebtedness described
in clause (i) (without  increasing the principal amount above the commitments or
limits,  or shortening the maturity thereof to a date earlier than the maturity,
respectively, thereof described on Schedule 6.3(b));

     (c) Indebtedness created hereunder and under the other Loan Documents;

     (d) Indebtedness (including, without limitation, Capital Lease Obligations)
secured by Liens permitted by Section 6.4(g) in an aggregate principal amount at
any one time  outstanding  not to exceed the greater of (i) $50,000,000 and (ii)
2.5% of  Consolidated  Total  Assets  of  Thermo  Electron  as of the end of the
immediately  prior  fiscal  quarter  of  Thermo  Electron  for  which  financial
statements shall have been delivered to the Lenders; and

     (e) additional  Indebtedness  in an aggregate  principal  amount at any one
time outstanding for all  Subsidiaries  (on a consolidated  basis) not to exceed
the greater of (i)




                                       39


$150,000,000 and (ii) 10% of Consolidated  Total Assets of Thermo Electron as of
the end of the  immediately  prior fiscal  quarter of Thermo  Electron for which
financial statements shall have been delivered to the Lenders;

provided, however, that no Subsidiary shall create, incur, assume, become liable
in  respect  of or suffer to exist any  Guarantee  Obligation  with  respect  to
Indebtedness  under  the  Bridge  Credit  Agreement  or  the  Syndicated  Credit
Agreement unless it shall also have guaranteed the Obligations on terms not less
favorable to the Lenders.

     6.4 Liens.  Create,  incur,  assume or suffer to exist any Lien upon any of
its property  (other than any Lien on Margin Stock created,  incurred or assumed
at a time when such Margin Stock constitutes Unrestricted Margin Stock), whether
now owned or hereafter acquired, except:

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

     (b) carriers', warehousemen's,  mechanics',  materialmen's,  repairmen's or
other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 30 days or that are being  contested  in good faith by
appropriate proceedings;

     (c)  pledges  or  deposits  in  connection   with  workers'   compensation,
unemployment insurance and other social security legislation;

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

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

     (f) Liens in existence on the date hereof and described on Schedule  6.4(f)
securing  Indebtedness  described on such Schedule,  or Liens on the assets that
are subject to such existing  Liens  securing any  replacement or refinancing of
such Indebtedness; provided that (i) no Lien permitted by this Section 6.4(f) is
spread to cover any  additional  property  after the  Closing  Date and (ii) the
amount of Indebtedness  secured thereby is not increased  beyond the commitments
or limits described on Schedule 6.4(f);

     (g) Liens securing  Indebtedness  incurred (in the case of any  Subsidiary,
pursuant  to  Section  6.3(d) or (e)) to  finance  the  acquisition  of fixed or
capital assets or Liens on such fixed or capital assets securing any refinancing
of such  Indebtedness,  provided that (i) such Liens (other than those  securing
any such refinancing Indebtedness) shall be created substantially simultaneously
with the acquisition of such fixed or capital assets,  (ii) such Liens do not at
any

                                       40



time encumber any property other than the property financed by such Indebtedness
and (iii) (in the case of any  Subsidiary)  the amount of  Indebtedness  secured
thereby is not increased;

     (h) any  interest  or title of a lessor  under  any lease  entered  into by
Thermo  Electron  or any of its  Subsidiaries  in  the  ordinary  course  of its
business and covering only the assets so leased;

     (i) other incidental Liens that (i) are not, in the aggregate,  material to
Thermo  Electron  and its  Subsidiaries  taken  as a whole,  (ii) do not  secure
Indebtedness  and (iii) do not cover at any time assets having an aggregate fair
market value in excess of $10,000,000;

     (j) Liens incurred  pursuant to a Permitted  Receivables  Securitization on
the Receivables that are subject thereto;

     (k)  Liens  on  assets  of  a  Subsidiary  securing  Acquired  Indebtedness
permitted  by  Section  6.3(e) in an  aggregate  principal  amount  for all such
Subsidiaries not to exceed  $100,000,000 at any one time  outstanding;  provided
that such  Liens are not  spread  (i) in any case  where  such  Liens  attach to
certain  specified  assets, to other assets or (ii) in any case where such Liens
attach to certain types of assets,  to other types of assets of such  Subsidiary
following the consummation of the applicable acquisition; and

     (l) Liens securing  Indebtedness  in an aggregate  principal  amount not to
exceed $25,000,000 at any one time outstanding;

provided,  however,  that no Subsidiary shall create, incur, assume or suffer to
exist  any  Lien  upon  any  of  its  property  to  secure  the  payment  of any
Indebtedness  under  the  Bridge  Credit  Agreement  or  the  Syndicated  Credit
Agreement  unless it shall also have  granted such Lien to secure the payment of
the Obligations on terms not less favorable to the Lenders.

     6.5  Fundamental   Changes.   Enter  into  any  merger,   consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or  Dispose of all or  substantially  all of its
property or business, except that:

     (a) any Subsidiary of Thermo Electron may be merged or consolidated with or
into Thermo  Electron  (provided that Thermo Electron shall be the continuing or
surviving corporation) or any other Subsidiary;

     (b) any  Subsidiary  of Thermo  Electron  may  Dispose of any or all of its
assets  (i)  to  Thermo  Electron  or  any  other   Subsidiary  (upon  voluntary
liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section
6.6;

     (c) any Investment  expressly permitted by Section 6.7 may be structured as
a merger, consolidation or amalgamation; and

     (d) any  Subsidiary  of  Thermo  Electron  may be  liquidated,  wound up or
dissolved, as deemed appropriate by Thermo Electron.

                                       41


     6.6 Disposition of Property. Dispose of any of the property (other than any
property which, at the time of any Disposition thereof, constitutes Unrestricted
Margin Stock),  whether now owned or hereafter acquired, or Capital Stock of any
Subsidiary, except:

     (a) the Disposition of obsolete or worn out property in the ordinary course
of business;

     (b) the sale of inventory in the ordinary course of business;

     (c) Dispositions permitted by clause (i) of Section 6.5(b);

     (d) the sale or  issuance  of any  Subsidiary's  Capital  Stock  to  Thermo
Electron, any Borrower or any other Subsidiary;

     (e)  Dispositions  by any Group  Member to  Thermo  Electron  or any of its
Subsidiaries;

     (f) the Disposition  during any period of four consecutive  fiscal quarters
of Thermo Electron,  commencing with the four-quarter  period ending on or about
December  31, 2005,  of other  property  having an  aggregate  book value not to
exceed  $200,000,000  (determined  in  each  case at the  time of  Disposition),
provided that Thermo Electron shall deliver to the Administrative  Agent written
notice ten Business Days in advance of any Disposition in excess of $50,000,000;

     (g)  Dispositions  of  Receivables  pursuant  to  a  Permitted  Receivables
Securitization;

     (h) Dispositions of Investments permitted by Section 6.7(b);

     (i) Dispositions listed on Schedule 6.6; and

     (j) any other  Disposition of property or Capital Stock of any  Subsidiary,
provided that (i) immediately before and after giving effect to such Disposition
no Default or Event of Default shall have  occurred and be  continuing  and (ii)
such   Disposition  is  made  pursuant  to  an   arm's-length   transaction  the
consideration  received  for which is at least equal to the fair market value of
the property or Capital Stock that is the subject of such Disposition.

     6.7  Investments.  Make any advance,  loan,  extension of credit (by way of
guaranty or  otherwise)  or capital  contribution  to, or  purchase  any Capital
Stock,  bonds,  notes,  debentures  or other debt  securities  of, or any assets
constituting  a  business  unit of, or make any other  investment  in, any other
Person (all of the foregoing, "Investments"), except:

     (a) extensions of trade credit in the ordinary course of business;

     (b) investments in Cash Equivalents;

     (c)  obligations  in respect of letters of credit,  surety and  performance
bonds and bank  guarantees  permitted by Section 6.2, and Guarantee  Obligations
permitted by Section 6.3;

                                       42


     (d) loans and  advances to  employees  of any Group  Member in the ordinary
course of business (including for travel, entertainment and relocation expenses)
in an aggregate amount for all Group Members not to exceed $5,000,000 at any one
time outstanding;

     (e) intercompany  Investments by any Group Member in Thermo Electron or any
Subsidiary;

     (f)  acquisitions  of  businesses  or the  acquisition  (through  merger or
otherwise) of or Investments in Persons if (i) in the case of the acquisition of
the Capital Stock of any Person  (whether by merger or  otherwise),  such Person
has become a Subsidiary of Thermo Electron as a result of thereof and (ii) after
giving pro forma effect to such  acquisition or Investment,  there is no Default
or Event of Default  (it being  understood  and agreed that in  determining  pro
forma  compliance with Section 6.1, such covenants shall be recomputed as of the
most recent  fiscal-quarter-end  date for which financial  statements shall have
been  delivered  pursuant to Section  5.1,  adjusted  (x) in the case of Section
6.1(a), to recompute  Consolidated  EBITDA to give effect to such acquisition or
Investment as if it had occurred on the first day of the applicable four-quarter
period and to recompute Consolidated Interest Expense for such period to include
the additional interest that would have accrued during such period in respect of
Indebtedness  acquired  or  assumed  in  connection  with  such  acquisition  or
Investment if such  acquisition  or Investment  had occurred on the first day of
such  period  and in  respect  of any  Indebtedness  incurred  to  finance  such
acquisition  or  Investment if such  Indebtedness  had been incurred on such day
(and had borne interest  throughout such period at the rate per annum applicable
thereto on the date it was incurred) and (y) in the case of Section  6.1(b),  to
recompute  Consolidated Total Debt to include therein all Indebtedness acquired,
assumed or incurred by Thermo  Electron and its  Subsidiaries in connection with
and to finance such acquisition or Investment and to recompute  Consolidated Net
Worth to give effect to such acquisition or Investment);

     (g) Investments  consisting of promissory  notes and Capital Stock received
as proceeds of Dispositions permitted by Section 6.6; and

     (h) in  addition  to  Investments  otherwise  expressly  permitted  by this
Section,  Investments by Thermo  Electron and its  Subsidiaries  in an aggregate
amount  (valued  at cost) not to exceed  $200,000,000  during any period of four
consecutive fiscal quarters of Thermo Electron.

     6.8 Transactions with Affiliates. Enter into any transaction, including any
purchase,  sale, lease or exchange of property,  the rendering of any service or
the payment of any  management,  advisory or similar  fees,  with any  Affiliate
(other than Thermo  Electron or any other Group Member) unless such  transaction
(a) is (i)  otherwise  permitted  under  this  Agreement  and (ii) upon fair and
reasonable  terms no less  favorable to the relevant  Group Member than it would
obtain in a  comparable  arm's length  transaction  with a Person that is not an
Affiliate  or (b)  involves,  when taken  together  with all other  transactions
covered by this clause (b) entered  into during any fiscal year,  $1,000,000  or
less.

                                       43


     6.9 Changes in Fiscal Periods.  Change Thermo  Electron's or any Borrower's
method of determining  fiscal years and quarters without prior written notice to
the Administrative Agent.

     6.10 Lines of Business. Enter into any business, either directly or through
any  Subsidiary,  except for those  businesses in which Thermo  Electron and its
Subsidiaries  are engaged on the date of this  Agreement or that are  reasonably
related thereto.

                          SECTION 7. EVENTS OF DEFAULT

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

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

     (b) any  representation  or warranty made or deemed made by Thermo Electron
or  any  Borrower  herein  or  in  any  other  Loan  Document  (other  than  the
representations and warranties set forth in Sections 3.15(b) and (c)) or that is
contained in any certificate, document or financial or other statement furnished
by it at any time under or in connection  with this  Agreement or any such other
Loan Document shall prove to have been inaccurate in any material  respect on or
as of the date made or deemed made; or

     (c) Thermo  Electron  shall default in the observance or performance of any
agreement  contained in clause (i) or (ii) of Section  5.4(a)  (with  respect to
Thermo Electron only), Section 5.7(a) or Section 6 or 9 of this Agreement; or

     (d) Thermo  Electron  shall default in the observance or performance of any
other  agreement  contained in this Agreement or any other Loan Document  (other
than as  provided in  paragraphs  (a)  through  (c) of this  Section),  and such
default shall  continue  unremedied for a period of 30 days after written notice
to Thermo Electron from the Administrative Agent or the Required Lenders; or

     (e) any  Group  Member  shall (i)  default  in making  any  payment  of any
principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect  thereto;  or (ii)
default in making any payment of any  interest on any such  Indebtedness  beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or (iii) default in the observance or performance
of any  other  agreement  or  condition  relating  to any such  Indebtedness  or
contained  in any  instrument  or  agreement  evidencing,  securing  or relating
thereto,  or any other event shall occur or condition exist, the effect of which
default  or other  event or  condition  is to cause,  or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder
or  beneficiary)  to  cause,  with  the  giving  of  notice  if  required,  such
Indebtedness  to become due prior to its stated  maturity or (in the case of any
such Indebtedness  constituting a Guarantee Obligation) to become payable (other
than any such default, event or condition arising solely out of the violation by
Thermo  Electron  or  any of  its  Subsidiaries  of  any  covenant  in  any  way
restricting  Thermo Electron's,  or any such  Subsidiary's,  right or ability to
sell, pledge or


                                       44


otherwise dispose of Unrestricted Margin Stock); provided, that a default, event
or condition  described in clause (i), (ii) or (iii) of this paragraph (e) shall
not at any time constitute an Event of Default unless, at such time, one or more
defaults,  events or conditions  of the type  described in clauses (i), (ii) and
(iii) of this  paragraph (e) shall have occurred and be continuing  with respect
to  Indebtedness  the  outstanding  principal  amount  of which  exceeds  in the
aggregate $35,000,000; or

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

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

     (h) one or more  judgments  or decrees  shall be entered  against any Group
Member  involving  in the  aggregate a liability  (not paid or fully  covered by
insurance as to which the relevant insurance company has acknowledged  coverage)
of  $10,000,000  or more,  and all such



                                       45


judgments or decrees shall not have been vacated, discharged,  satisfied, stayed
or bonded pending appeal within 30 days from the entry thereof; or

     (i) (i) any  "person" or "group" (as such terms are used in Sections  13(d)
and 14(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act")) shall become, or obtain rights (whether by means or warrants,  options or
otherwise) to become,  the  "beneficial  owner" (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 40% of the
outstanding  common stock of Thermo Electron;  or (ii) the board of directors of
Thermo Electron shall cease to consist of a majority of Continuing Directors; or

     (j) the guarantee contained in Section 9 of this Agreement shall cease, for
any reason,  to be in full force and effect or Thermo  Electron shall so assert;
or

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

                             SECTION 8. THE AGENTS

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

     8.2 Delegation of Duties. The  Administrative  Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or


                                       46


attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining  to such  duties.  The  Administrative  Agent  shall  not be
responsible for the negligence or misconduct of any agents or attorneys  in-fact
selected by it with reasonable care.

     8.3 Exculpatory  Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable to any Lender for any action lawfully taken or omitted to be taken by
it or such Person under or in connection  with this  Agreement or any other Loan
Document  (except to the extent that any of the  foregoing  are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross  negligence or willful  misconduct)  or (ii)
responsible  in any manner to any of the Lenders for any  recitals,  statements,
representations  or  warranties  made by any Loan Party or any  officer  thereof
contained in this  Agreement or any other Loan  Document or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the Agents  under or in  connection  with,  this  Agreement or any other Loan
Document or for the value, validity, effectiveness,  genuineness, enforceability
or  sufficiency  of this Agreement or any other Loan Document or for any failure
of any Loan Party a party  thereto  to  perform  its  obligations  hereunder  or
thereunder.  The  Agents  shall not be under  any  obligation  to any  Lender to
ascertain  or to  inquire  as to the  observance  or  performance  of any of the
agreements  contained  in, or  conditions  of, this  Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

     8.4 Reliance by  Administrative  Agent. The  Administrative  Agent shall be
entitled to rely, and shall be fully protected in relying,  upon any instrument,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telex or teletype  message,  statement,  order or other document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including   counsel  to  Thermo  Electron  and  the   Borrowers),   independent
accountants  and  other  experts  selected  by  the  Administrative  Agent.  The
Administrative  Agent  may deem and  treat  the  payee of any Note as the  owner
thereof for all purposes  unless a written notice of assignment,  negotiation or
transfer  thereof  shall  have been  filed with the  Administrative  Agent.  The
Administrative Agent shall be fully justified in failing or refusing to take any
action  under this  Agreement or any other Loan  Document  unless it shall first
receive such advice or concurrence of the Required  Lenders (or, if so specified
by this  Agreement,  all Lenders) as it deems  appropriate  or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The  Administrative  Agent shall in all cases be fully protected in
acting,  or in refraining  from acting,  under this Agreement and the other Loan
Documents  in  accordance  with a request of the  Required  Lenders  (or,  if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

     8.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the  occurrence of any Default or Event of Default unless
the Administrative Agent has received notice from a Lender, Thermo Electron or a
Borrower  referring  to this  Agreement,  describing  such  Default  or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative  Agent receives such a notice, the Administrative Agent shall
give notice  thereof to the Lenders.  The  Administrative  Agent




                                       47


shall take such action with respect to such Default or Event of Default as shall
be  reasonably  directed by the  Required  Lenders  (or, if so specified by this
Agreement, all Lenders); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be  obligated  to) take such action,  or refrain  from taking such action,  with
respect to such  Default or Event of Default as it shall deem  advisable  in the
best interests of the Lenders.

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

     8.7  Indemnification.  The  Lenders  agree to  indemnify  each Agent in its
capacity  as such (to the extent not  reimbursed  by the  Borrowers  and without
limiting the obligation of the Borrowers to do so),  ratably  according to their
respective Loan  Percentages in effect on the date on which  indemnification  is
sought under this Section (or, if  indemnification is sought after the date upon
which the  Commitments  shall have terminated and the Loans shall have been paid
in full,  ratably in accordance with such Loan Percentages  immediately prior to
such  date),  from and  against any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on,  incurred by or asserted  against such Agent in any
way relating to or arising out of, the Commitments,  this Agreement,  any of the
other Loan Documents or any documents  contemplated  by or referred to herein or
therein or the transactions  contemplated  hereby or thereby or any action taken
or omitted  by such  Agent  under or in  connection  with any of the  foregoing;
provided  that no Lender  shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  that are found by a final and  nonappealable
decision of a court of competent jurisdiction to have resulted from such



                                       48


Agent's gross negligence or willful  misconduct.  The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder.

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

     8.9 Successor  Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 10 days' notice to the Lenders and Thermo Electron. If
the  Administrative  Agent  shall  resign as  Administrative  Agent  under  this
Agreement and the other Loan Documents,  then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders,  which successor agent
shall  (unless  an Event of Default  under  Section  7(a) or  Section  7(f) with
respect  to  Thermo  Electron  or  any  Borrower  shall  have  occurred  and  be
continuing) be subject to approval by Thermo  Electron (which approval shall not
be  unreasonably  withheld or delayed),  whereupon  such  successor  agent shall
succeed to the rights,  powers and duties of the  Administrative  Agent, and the
term "Administrative  Agent" shall mean such successor agent effective upon such
appointment and approval,  and the former Administrative  Agent's rights, powers
and duties as  Administrative  Agent shall be  terminated,  without any other or
further  act or deed on the part of such former  Administrative  Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted  appointment  as  Administrative  Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation,  the retiring
Administrative   Agent's   resignation  shall   nevertheless   thereupon  become
effective,  and the  Lenders  shall  assume and perform all of the duties of the
Administrative  Agent hereunder until such time, if any, as the Required Lenders
appoint  a  successor   agent  as  provided   for  above.   After  any  retiring
Administrative  Agent's  resignation as Administrative  Agent, the provisions of
this Section 8 shall inure to its benefit as to any actions  taken or omitted to
be taken by it while it was  Administrative  Agent under this  Agreement and the
other Loan Documents.

     8.10 Syndication Agent and Co-Documentation Agents. Neither the Syndication
Agent nor any  Co-Documentation  Agent shall have any duties or responsibilities
hereunder in its capacity as such.

                      SECTION 9. THERMO ELECTRON GUARANTEE

     9.1  Guarantee.  (a) To induce  the  Lenders to execute  and  deliver  this
Agreement and to make the Loans, and in consideration  thereof,  Thermo Electron
hereby  unconditionally and irrevocably  guarantees to the Administrative Agent,
for  the  ratable  benefit  of the  Lenders  and  their  respective  successors,
indorsees and assigns,  the prompt and complete payment and performance when due
(whether  at  the  stated  maturity,   by  acceleration  or  otherwise)  of  the
Obligations, and Thermo Electron further agrees to pay the expenses which may be
paid or incurred by the Administrative Agent or the Lenders in collecting any or
all of the Obligations and/or enforcing any rights under this Section 9.1.

                                       49


     (b) Anything herein to the contrary notwithstanding,  the maximum liability
of Thermo  Electron  hereunder  shall in no event exceed the amount which can be
guaranteed by Thermo Electron under  applicable  federal and state laws relating
to the insolvency of debtors.

     (c) The  guarantee  contained  in this Section 9 shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon
Thermo Electron and the successors and assigns  thereof,  and shall inure to the
benefit of the Lenders and their successors and permitted assigns, until all the
Obligations and the obligations of Thermo Electron under the guarantee contained
in this  Section  9  shall  have  been  satisfied  by  payment  in full  and the
Commitments shall be terminated,  notwithstanding  that from time to time during
the term of this Agreement the Borrowers may be free from any Obligations.

     9.2 No  Subrogation.  Notwithstanding  any payment made by Thermo  Electron
hereunder  or any  set-off or  application  of funds of Thermo  Electron  by the
Administrative Agent or any Lender,  Thermo Electron shall not be entitled to be
subrogated  to any of the  rights  of the  Administrative  Agent  or any  Lender
against any Borrower or any collateral  security or guarantee or right of offset
held  by  the  Administrative  Agent  or  any  Lender  for  the  payment  of the
Obligations,  nor  shall  Thermo  Electron  seek  or be  entitled  to  seek  any
contribution or  reimbursement  from any Borrower in respect of payments made by
Thermo Electron hereunder,  until all amounts owing to the Administrative  Agent
and the Lenders by any Borrower on account of the  Obligations  are paid in full
and the  Commitments  are  terminated.  If any  amount  shall be paid to  Thermo
Electron  on  account  of such  subrogation  rights  at any time when all of the
Obligations  shall  not have  been paid in full,  such  amount  shall be held by
Thermo Electron in trust for the Administrative Agent and the Lenders and shall,
forthwith upon receipt by Thermo Electron,  be turned over to the Administrative
Agent in the exact form  received by Thermo  Electron  (duly  indorsed by Thermo
Electron to the  Administrative  Agent, if required),  to be applied against the
Obligations,  whether matured or unmatured,  in such order as the Administrative
Agent may determine.

     9.3 Amendments, etc. with respect to the Obligations. Thermo Electron shall
remain  obligated  hereunder  notwithstanding  that,  without any reservation of
rights against Thermo Electron and without notice to or further assent by Thermo
Electron,  any  demand  for  payment  of  any  of the  Obligations  made  by the
Administrative  Agent or any Lender may be rescinded by the Administrative Agent
or such Lender and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part  thereof,  or any  collateral
security or  guarantee  therefor or right of offset with respect  thereto,  may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated,  compromised, waived, surrendered or released by the Administrative
Agent or any Lender,  and this  Agreement and the Notes and any other  documents
executed  and  delivered  in  connection  therewith  may be  amended,  modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders or all Lenders, as the case may be) may deem advisable from
time to time, and any collateral  security,  guarantee or right of offset at any
time held by the  Administrative  Agent or any  Lender  for the  payment  of the
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative  Agent nor any  Lender  shall  have any  obligation  to  protect,
secure,  perfect or insure any Lien at any time held by it as  security  for the
Obligations  or for the  guarantee  contained  in this Section 9 or any property
subject thereto.

                                       50


     9.4 Guarantee  Absolute and  Unconditional.  Thermo Electron waives any and
all  notice  of  the  creation,  renewal,  extension  or  accrual  of any of the
Obligations  and notice of or proof of reliance by the  Administrative  Agent or
any Lender upon the  guarantee  contained in this Section 9 or acceptance of the
guarantee  contained in this Section 9; the Obligations,  and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended,  amended or waived,  in reliance upon the guarantee  contained in this
Section 9; and all dealings  between the Borrowers and Thermo  Electron,  on the
one hand,  and the  Administrative  Agent and the  Lenders,  on the other  hand,
likewise  shall be  conclusively  presumed  to have been had or  consummated  in
reliance upon the guarantee  contained in this Section 9. To the fullest  extent
permitted by applicable  law, Thermo  Electron  waives  diligence,  presentment,
protest,  demand for payment and notice of default or  nonpayment to or upon any
Borrower or Thermo  Electron with respect to the  Obligations.  Thermo  Electron
understands  and agrees that the guarantee  contained in this Section 9 shall be
construed  as a  continuing,  absolute  and  unconditional  guarantee of payment
without  regard to (a) the validity or  enforceability  of this Agreement or any
Note,  any of the  Obligations  or any other  collateral  security  therefor  or
guarantee  or right of offset with  respect  thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim  (other than a defense of payment or performance)  which may at any
time be available to or be asserted by any Borrower or any other Person  against
the Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without  notice to or  knowledge of the  Borrowers or Thermo  Electron)
which  constitutes,  or might be construed to constitute,  an equitable or legal
discharge of the Borrowers for the Obligations,  or of Thermo Electron under the
guarantee  contained in this Section 9, in bankruptcy or in any other  instance.
When making any demand  hereunder or otherwise  pursuing its rights and remedies
hereunder  against Thermo Electron the  Administrative  Agent or any Lender may,
but  shall be under no  obligation  to,  make a similar  demand on or  otherwise
pursue such  rights and  remedies as it may have  against any  Borrower,  or any
other Person or against any collateral security or guarantee for the Obligations
or  any  right  of  offset  with  respect  thereto,   and  any  failure  by  the
Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the  Borrowers,  or any other
Person or to  realize  upon any such  collateral  security  or  guarantee  or to
exercise any such right of offset, or any release of any Borrower,  or any other
Person or any such collateral security,  guarantee or right of offset, shall not
relieve Thermo Electron of any obligation or liability hereunder,  and shall not
impair or affect the rights and remedies,  whether express, implied or available
as a matter of law, of the  Administrative  Agent or any Lender  against  Thermo
Electron.  For the purposes hereof "demand" shall include the  commencement  and
continuance of any legal proceedings.

     9.5 Reinstatement. The guarantee contained in this Section 9 shall continue
to be effective,  or be reinstated,  as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or must otherwise be
restored  or  returned  by the  Administrative  Agent  or any  Lender  upon  the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of  any
Borrower  or Thermo  Electron,  or upon or as a result of the  appointment  of a
receiver,  intervenor or conservator  of, or trustee or similar officer for, any
Borrower  or  Thermo  Electron  or any  substantial  part  of its  property,  or
otherwise, all as though such payments had not been made.

                                       51


     9.6 Payments.  Thermo  Electron hereby  guarantees that payments  hereunder
will be paid to the Administrative  Agent without set-off or counterclaim in the
applicable currency at the Funding Office.

     9.7 Independent  Obligations.  The obligations of Thermo Electron under the
guarantee  contained in this Section 9 are independent of the obligations of the
Borrowers,  and a separate  action or  actions  may be  brought  and  prosecuted
against Thermo Electron whether or not any Borrower is joined in any such action
or actions.  Thermo Electron waives, to the fullest extent permitted by law, the
benefit of any statute of limitations  affecting its liability  hereunder or the
enforcement thereof.


                           SECTION 10. MISCELLANEOUS

     10.1  Amendments  and  Waivers.  Neither  this  Agreement,  any other  Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in accordance  with the  provisions  of this Section 10.1.  The
Required  Lenders,  the Borrowers and Thermo  Electron may, or, with the written
consent of the Required  Lenders,  the  Administrative  Agent, the Borrowers and
Thermo  Electron  may,  from time to time,  (a) enter into  written  amendments,
supplements  or  modifications  hereto and to the other Loan  Documents  for the
purpose of adding any  provisions to this  Agreement or the other Loan Documents
or  changing  in any manner the rights of the  Lenders,  Thermo  Electron or the
Borrowers  hereunder or thereunder or (b) waive, on such terms and conditions as
the  Required  Lenders  or the  Administrative  Agent,  as the case may be,  may
specify in such  instrument,  any of the  requirements  of this Agreement or the
other Loan  Documents  or any Default or Event of Default and its  consequences;
provided,  however,  that no such waiver and no such  amendment,  supplement  or
modification  shall  (i)  forgive  the  principal  amount  or  extend  the final
scheduled  date of maturity of any Loan,  reduce the stated rate of any interest
or fee payable  hereunder (except in connection with the waiver of applicability
of any post-default  increase in interest rates (which waiver shall be effective
with the consent of the Required  Lenders)) or extend the scheduled  date of any
payment  thereof,  or increase the amount or extend the  expiration  date of any
Lender's  Commitment,  in each case  without the written  consent of each Lender
directly  affected  thereby;  (ii)  eliminate or reduce the voting rights of any
Lender under this Section 10.1 without the written consent of such Lender; (iii)
reduce any percentage specified in the definition of Required Lenders or consent
to the  assignment or transfer by Thermo  Electron or any Borrower of any of its
rights and  obligations  under this Agreement and the other Loan  Documents,  in
each case without the written  consent of all Lenders;  (iv) change Section 2.13
in a manner that would alter the pro rata sharing of payments  required thereby,
without  the  written  consent of each  Lender;  (v) amend,  modify or waive any
provision of Section 8 without the written consent of the Administrative  Agent;
or (vi) add  additional  currencies as Alternate  Currencies in which  Alternate
Currency Loans may be made under this Agreement  without the written  consent of
all  the  Lenders.  Any  such  waiver  and any  such  amendment,  supplement  or
modification  shall  apply  equally to each of the  Lenders and shall be binding
upon Thermo Electron,  the Borrowers,  the Lenders, the Administrative Agent and
all future holders of the Loans. In the case of any waiver, Thermo Electron, the
Borrowers,  the Lenders and the Administrative  Agent shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default  or  Event  of  Default  waived  shall be  deemed  to be




                                       52


cured and not  continuing;  but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

     10.2 Notices.  All notices,  requests and demands to or upon the respective
parties hereto to be effective  shall be in writing  (including by telecopy) and
shall not be effective  until  received,  provided  that any notice given by the
Administrative  Agent  pursuant  to the final  paragraph  of  Section 7 shall be
deemed to have been duly given or made when  delivered,  or three  Business Days
after being deposited in the mail, postage prepaid,  or, in the case of telecopy
notice,  when received,  provided further,  that any document produced by Thermo
Luxembourg  or any  Additional  Borrower  that is a Luxembourg  private  limited
liability  company  shall also comply with the  requirements  of the  Luxembourg
Companies  Act. All such  notices,  requests  and demands  shall be addressed as
follows,  in the case of Thermo Electron,  the Borrowers and the  Administrative
Agent,  and as set forth in an  administrative  questionnaire  delivered  to the
Administrative Agent in the case of the Lenders, or to such other address as may
be hereafter  notified by the  respective  parties  hereto by not less than five
Business Days' notice:

            Thermo Electron:            Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: Treasurer
                                        Telecopy: 781-622-1181
                                        Telephone: 781-622-1000

                                        With a copy to:

                                        Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: General Counsel
                                        Telecopy: 781-622-1283
                                        Telephone: 781-622-1000

            Borrowers:

            Thermo Luxembourg:          c/o Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: Treasurer
                                        Telecopy: 781-622-1181
                                        Telephone: 781-622-1000

                                        With a copy to:

                                        c/o Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: General Counsel

                                       53


                                        Telecopy: 781-622-1283
                                        Telephone: 781-622-1000

            Thermo Finance B.V.:        c/o Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: Treasurer
                                        Telecopy: 781-622-1181
                                        Telephone: 781-622-1000

                                        With a copy to:

                                        c/o Thermo Electron Corporation
                                        81 Wyman Street
                                        Waltham, Massachusetts 02454-9046
                                        Attention: General Counsel
                                        Telecopy: 781-622-1283
                                        Telephone: 781-622-1000

            Administrative Agent:       ABN AMRO Bank N.V.
                                        250 Bishopsgate
                                        London
                                        EC2M 4AA
                                        Attention: Nick Little, Assistant
                                                   Director
                                        Telecopy: 44 (0) 20 7678 6021
                                        Telephone: 44 (0) 20 7678 5228

     Notices and other  communications to the Lenders hereunder may be delivered
or furnished by electronic communications pursuant to procedures approved by the
Administrative  Agent;  provided that the  foregoing  shall not apply to notices
pursuant to Section 2 unless  otherwise agreed by the  Administrative  Agent and
the applicable Lender. The Administrative Agent, Thermo Electron or any Borrower
may, in its discretion,  agree to accept notices and other  communications to it
hereunder by electronic  communications  pursuant to procedures  approved by it;
provided that approval of such  procedures may be limited to particular  notices
or communications and, provided,  further, that no such agreement referred to in
this sentence  shall be effective  unless it is set forth in a written  document
executed by the Administrative Agent and Thermo Electron.

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

                                       54


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

     10.5 Payment of Expenses.  The Borrowers jointly and severally agree (a) to
pay or reimburse the Administrative  Agent for all its reasonable  out-of-pocket
costs and expenses incurred in connection with the development,  preparation and
execution of, and any amendment,  supplement or modification  to, this Agreement
and the other Loan  Documents  and any other  documents  prepared in  connection
herewith  or  therewith,   and  the  consummation  and   administration  of  the
transactions contemplated hereby and thereby,  including the reasonable fees and
disbursements  of counsel to the  Administrative  Agent,  with  statements  with
respect to the foregoing to be submitted to the  Borrowers  prior to the Closing
Date (in the case of  amounts to be paid on the  Closing  Date) and from time to
time  thereafter  on a  quarterly  basis  or such  other  periodic  basis as the
Administrative Agent shall deem appropriate, (b) after the occurrence and during
the continuance of an Event of Default,  to pay or reimburse each Lender and the
Administrative  Agent for all its  reasonable  out-of-pocket  costs and expenses
incurred in connection  with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including
the fees and  disbursements  of  counsel  to each  Lender  and of counsel to the
Administrative  Agent and (c) to pay,  indemnify,  and hold each  Lender and the
Administrative  Agent  and  their  respective  officers,  directors,  employees,
affiliates, agents and controlling persons (each, an "Indemnitee") harmless from
and  against  any and  all  other  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  (including  reasonable fees and expenses of counsel)
with  respect  to such  Lender  or  Administrative  Agent  being a party to this
Agreement or any other Loan Document,  or the enforcement or performance of this
Agreement, the other Loan Documents and any such other documents,  including any
of the  foregoing  relating to the use of proceeds of the Loans or the violation
of,  noncompliance  with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the  Properties  (all the foregoing
in this clause (c), collectively, the "Indemnified Liabilities"), provided, that
no Borrower shall have any obligation  hereunder to any Indemnitee  with respect
to Indemnified  Liabilities to the extent such Indemnified Liabilities are found
by a final and  nonappealable  decision of a court of competent  jurisdiction to
have resulted from the gross negligence or willful misconduct of such Indemnitee
or the  breach by such  Indemnitee  of its  obligations  under  this  Agreement.
Without  limiting the foregoing,  and to the extent permitted by applicable law,
each Borrower agrees not to assert and to cause its  Subsidiaries not to assert,
and hereby waives and agrees to cause its  Subsidiaries to waive, all rights for
contribution  or any other  rights  of  recovery  with  respect  to all  claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature,  under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee.  All amounts due
under this  Section  10.5 shall be payable not later than 10 days after  written
demand therefor.  Statements  payable by the Borrowers  pursuant to this Section
10.5 shall be submitted to Office of the General  Counsel  (Telephone  No. (781)
622-1000)  (Telecopy  No. (781)  622-1283),  at the address of the Borrowers set
forth in Section  10.2,  or to such other  Person or address as may be hereafter
designated by the Borrowers in a written notice to the Administrative Agent. The
agreements  in this  Section 10.5 shall  survive  repayment of the Loans and all
other amounts payable hereunder.

                                       55


     10.6  Successors  and  Assigns;  Participations  and  Assignments.  (a) The
provisions of this  Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) neither Thermo Electron nor any Borrower may assign or otherwise
transfer any of its rights or  obligations  hereunder  without the prior written
consent of each  Lender  (and any  attempted  assignment  or  transfer by Thermo
Electron or any Borrower  without such consent  shall be null and void) and (ii)
no Lender may assign or otherwise  transfer its rights or obligations  hereunder
except in accordance with this Section.

     (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any
Lender  may  assign to one or more  assignees  (each,  an  "Assignee")  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be  unreasonably  withheld (it being agreed
that it will not be unreasonable  for Thermo Electron to withhold its consent on
the basis that it is unable to determine whether or not the proposed Assignee is
a Professional  Market Party if it shall not have been provided with information
regarding  the  proposed  Assignee  that is  adequate to form the basis for such
determination)) of:

               (A) Thermo Electron,  provided that no consent of Thermo Electron
          shall be required for an assignment to an existing  Lender,  or, if an
          Event of Default has occurred and is continuing, any other Person; and

               (B) the  Administrative  Agent,  provided  that no consent of the
          Administrative  Agent  shall  be  required  for an  assignment  of any
          Commitment  to  an  assignee  that  is  a  Lender  with  a  Commitment
          immediately prior to giving effect to such assignment.

     (ii) Assignments shall be subject to the following additional conditions:

               (A) except in the case of an assignment to an existing Lender, an
          affiliate  of a Lender or an  Approved  Fund or an  assignment  of the
          entire  remaining  amount of the  assigning  Lender's  Commitments  or
          Loans,  the amount of the Commitments or Loans of the assigning Lender
          subject  to  each  such  assignment  (determined  as of the  date  the
          Assignment and Assumption with respect to such assignment is delivered
          to the  Administrative  Agent) shall not be less than  (euro)5,000,000
          unless each of Thermo Electron and the Administrative  Agent otherwise
          consent, provided that (1) no such consent of Thermo Electron shall be
          required  if  an  Event  of  Default  has  occurred  --------  and  is
          continuing and (2) such amounts shall be aggregated in respect of each
          Lender and its affiliates or Approved Funds, if any;

               (B) the parties to each  assignment  shall execute and deliver to
          Thermo  Electron,  the  Borrowers  and  the  Administrative  Agent  an
          Assignment   and   Assumption,   and  at  such  time  deliver  to  the
          Administrative Agent a processing and recordation fee of $3,500;

                                       56


               (C) the Assignee,  if it shall not be a Lender,  shall deliver to
          the Administrative Agent an administrative questionnaire; and

               (D) to the extent applicable, the provisions of Section 10.6(g).

     For the purposes of this Section  10.6,  the term  "Approved  Fund" has the
following meaning:

                    "Approved  Fund"  means  any  Person  (other  than a natural
               person)  that  is  engaged  in  making,  purchasing,  holding  or
               investing in bank loans and similar  extensions  of credit in the
               ordinary  course  of its  business  and that is  administered  or
               managed by (a) a Lender,  (b) an  Affiliate of a Lender or (c) an
               entity or an Affiliate of an entity that administers or manages a
               Lender.

          (iii)  Subject  to  acceptance  and  recording   thereof  pursuant  to
     paragraph  (b)(iv)  below,  from and after the effective  date specified in
     each  Assignment and Assumption  the Assignee  thereunder  shall be a party
     hereto and, to the extent of the interest  assigned by such  Assignment and
     Assumption,  have  the  rights  and  obligations  of a  Lender  under  this
     Agreement,  and the assigning Lender thereunder shall, to the extent of the
     interest  assigned by such Assignment and Assumption,  be released from its
     obligations  under this  Agreement  (and, in the case of an Assignment  and
     Assumption  covering all of the assigning  Lender's  rights and obligations
     under this  Agreement,  such Lender  shall  cease to be a party  hereto but
     shall continue to be entitled to the benefits of Sections 2.14,  2.15, 2.16
     and 10.5).  Any assignment or transfer by a Lender of rights or obligations
     under this  Agreement  that does not comply with this Section 10.6 shall be
     treated  for  purposes  of this  Agreement  as a sale by such  Lender  of a
     participation  in such rights and  obligations in accordance with paragraph
     (c) of this Section.

          (iv) The Administrative  Agent, acting for this purpose as an agent of
     the  Borrowers,  shall  maintain  at one  of its  offices  a copy  of  each
     Assignment  and  Assumption   delivered  to  it  and  a  register  for  the
     recordation of the names and addresses of the Lenders,  and the Commitments
     of, and principal amount of the Loans owing to, each Lender pursuant to the
     terms  hereof  from  time to time  (the  "Register").  The  entries  in the
     Register  shall be conclusive,  and Thermo  Electron,  the  Borrowers,  the
     Administrative  Agent,  and the Lenders may treat each Person whose name is
     recorded in the Register pursuant to the terms hereof as a Lender hereunder
     for all purposes of this Agreement, notwithstanding notice to the contrary.

          (v) Upon its receipt of a duly  completed  Assignment  and  Assumption
     executed by an assigning Lender and an Assignee,  the Assignee's  completed
     administrative questionnaire (unless the Assignee shall already be a Lender
     hereunder), the processing and recordation fee referred to in paragraph (b)
     of this  Section and any  written  consent to such  assignment  required by
     paragraph (b) of this Section,  the Administrative  Agent shall accept such
     Assignment and Assumption and record the information  contained  therein in
     the  Register.  No  assignment  shall be  effective  for  purposes  of this
     Agreement  unless it has been  recorded in the Register as provided in this
     paragraph.

                                       57


     (c) (i) Any  Lender  may,  without  the  consent  of Thermo  Electron,  the
Borrowers or the Administrative  Agent, sell participations to one or more banks
or other entities (a  "Participant") in all or a portion of such Lender's rights
and  obligations  under  this  Agreement  (including  all  or a  portion  of its
Commitments  and the  Loans  owing  to it);  provided  that  (A)  such  Lender's
obligations under this Agreement shall remain  unchanged,  (B) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations and (C) Thermo  Electron,  the Borrowers,  the  Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in  connection  with such  Lender's  rights  and  obligations  under this
Agreement.  Any agreement  pursuant to which a Lender sells such a participation
shall  provide  that such  Lender  shall  retain the sole right to enforce  this
Agreement and to approve any amendment,  modification or waiver of any provision
of this  Agreement;  provided  that such  agreement may provide that such Lender
will not,  without  the  consent  of the  Participant,  agree to any  amendment,
modification  or waiver that (1)  requires  the consent of each Lender  directly
affected  thereby pursuant to the proviso to the second sentence of Section 10.1
and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of this
Section, Thermo Electron and each Borrower agrees that each Participant shall be
entitled to the benefits of Sections  2.14,  2.15 and 2.16 to the same extent as
if it were a Lender and had  acquired  its  interest by  assignment  pursuant to
paragraph (b) of this Section.  To the extent permitted by law, each Participant
also shall be  entitled to the  benefits of Section  10.7(b) as though it were a
Lender,  provided such Participant shall be subject to Section 10.7(a) as though
it were a Lender.

          (ii) A  Participant  shall not be  entitled  to  receive  any  greater
     payment  under Section 2.14 or 2.15 than the  applicable  Lender would have
     been  entitled to receive  with respect to the  participation  sold to such
     Participant,  unless the sale of the  participation  to such Participant is
     made with Thermo Electron's prior written consent.  No Participant shall be
     entitled to the benefits of Section 2.15 unless such  Participant  provides
     such  forms,  certificates  or other  evidence,  if any,  with  respect  to
     withholding tax matters as required under Section 2.15(d).

     (d) Any Lender may at any time pledge or assign a security  interest in all
or any portion of its rights under this Agreement to secure  obligations of such
Lender,  including any pledge or assignment to secure  obligations  to a Federal
Reserve Bank,  and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest  shall  release  a Lender  from  any of its  obligations  hereunder  or
substitute any such pledgee or Assignee for such Lender as a party hereto.

     (e) Each Borrower, upon receipt of written notice from the relevant Lender,
agrees to issue Notes to any Lender  requiring Notes to facilitate  transactions
of the type described in paragraph (d) above.

     (f)  Notwithstanding  the  foregoing,  any Lender may assign its rights and
obligations  to a Conduit  Lender  organized  and  administered  by such Lender,
provided that such  assignment  shall be subject to all the  requirements of the
definition  of the term  "Conduit  Lender" in Section 1.1.  Notwithstanding  the
foregoing,  any  Conduit  Lender  may assign any or all of the Loans it may have
funded  hereunder  to its  designating  Lender  without  the  consent  of Thermo
Electron or the  Administrative  Agent and without regard to the limitations set
forth in Section 10.6(b).  Each of the  Administrative  Agent,  Thermo Electron,
each Borrower and each Lender hereby confirms that it will not institute against
a  Conduit  Lender or join any other  Person  in

                                       58


instituting   against  a  Conduit   Lender   any   bankruptcy,   reorganization,
arrangement,  insolvency or liquidation proceeding under any state bankruptcy or
similar  law,  for one year and one day after the  payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost,  damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

     (g) If, on the date of any  proposed  assignment,  it is a  requirement  of
Dutch law that each Lender to a Dutch  Borrower  must be a  Professional  Market
Party:

          (i) any Lender which proposes to assign all or a portion of its rights
     and  obligations  under this  Agreement  to an  Assignee  shall give Thermo
     Finance B.V. and Thermo Electron at least four Business Days' prior written
     notice thereof,  and such assignment shall,  subject to satisfaction of all
     the applicable  requirements of this Section 10.6,  become effective (A) if
     Thermo   Electron  shall  have  consented   thereto   pursuant  to  Section
     10.6(b)(i)(A) or (B) if, pursuant to the proviso to Section  10.6(b)(i)(A),
     the consent of Thermo Electron to the proposed  assignment is not required,
     as of the close of  business  in London on the  fourth  Business  Day after
     receipt by Thermo  Finance B.V. and Thermo  Electron of such notice unless,
     on or prior to such time on such fourth  Business Day,  Thermo Finance B.V.
     shall   have   demonstrated   to  the   reasonable   satisfaction   of  the
     Administrative  Agent  that  either  (x)  the  proposed  Assignee  is not a
     Professional Market Party or (y) Thermo Finance B.V., acting in good faith,
     has been  unable  to  determine  (including  on the  basis  of  information
     delivered to Thermo  Finance B.V. and Thermo  Electron  together  with such
     notice)  whether the proposed  Assignee is a Professional  Market Party (it
     being understood that, if Thermo Finance B.V. shall have so demonstrated to
     the  Administrative  Agent on or prior to such time on such fourth Business
     Day, such assignment shall not become effective);

          (ii) no  assignment  will be  effective  unless both the  Assignee and
     Thermo  Finance B.V. have complied  with the  requirements  of this Section
     10.6(g);

          (iii) on the date the assignment  becomes  effective the Assignee must
     make  the  representation  on the  terms  set  out in  clause  3(b)  of the
     Assignment and Assumption;

          (iv) on the date that an Assignee becomes party to this Agreement as a
     Lender, Thermo Finance B.V. must represent pursuant to Section 3.15(c) that
     on that date it has verified the status of such Assignee as a  Professional
     Market Party.

     10.7  Adjustments;  Set-off.  (a) Except to the extent that this  Agreement
expressly  provides for payments to be allocated to a particular  Lender, if any
Lender (a  "Benefited  Lender")  shall receive any payment of all or part of the
Obligations  owing to it  (whether  voluntarily  or  involuntarily,  by set-off,
pursuant to events or proceedings of the nature  referred to in Section 7(f), or
otherwise),  in a greater  proportion  than any such  payment  to or  collateral
received by any other  Lender,  if any, in respect of the  Obligations  owing to
such other Lender,  such Benefited Lender shall purchase for cash from the other
Lenders a  participating

                                       59


interest in such portion of the Obligations  owing to each such other Lender, or
shall  provide such other Lenders with the benefits of any such  collateral,  as
shall be necessary to cause such Benefited Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any  portion of such excess  payment or  benefits  is  thereafter
recovered from such Benefited Lender, such purchase shall be rescinded,  and the
purchase  price and  benefits  returned,  to the  extent of such  recovery,  but
without interest.

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

     (c) By joining in this Agreement,  the Administrative Agent and each Lender
hereby  waive  (doet  afstand  van),  with  respect  to any Dutch  bank  account
maintained  by Thermo  Electron  or any  Borrower,  any right of pledge over any
balance  standing to credit of such Dutch bank account which the  Administrative
Agent or any Lender may have or at any time in the future may acquire  under its
general banking conditions or otherwise,  under the general terms and conditions
(algemene   voorwaarden)  of  any  member  of  the  Dutch  Bankers'  Association
(Nederlandse  Vereniging  van Banken) or any similar term applied by a financial
institution  in the  Netherlands  pursuant to its general terms and  conditions;
provided,  however,  that nothing in this paragraph (c) shall be deemed to limit
in any way the rights of any Lender under paragraph (b) above.

     10.8  Counterparts.  This  Agreement  may be executed by one or more of the
parties to this  Agreement  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  Delivery  of an  executed  signature  page  of  this  Agreement  by
facsimile  transmission  shall be effective  as delivery of a manually  executed
counterpart  hereof.  A set of the  copies of this  Agreement  signed by all the
parties shall be lodged with Thermo Electron and the Administrative Agent.

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

                                       60


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

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

     10.12 Submission To Jurisdiction; Waivers. Each of Thermo Electron and each
Borrower hereby irrevocably and unconditionally:

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

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

     (c) agrees that service of process in any such action or proceeding  may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar form of mail), postage prepaid, to Thermo Electron at its
address  set  forth in  Section  10.2 or,  as the case may be,  to the  relevant
Borrower in care of Thermo  Electron at Thermo  Electron's  address set forth in
Section 10.2 or at such other  address of which the  Administrative  Agent shall
have  been  notified  pursuant  thereto;  provided  that,  in the case of Thermo
Luxembourg,  a copy thereof shall also be mailed to its registered office at 13,
boulevard du Prince Henri, L-1724 Luxembourg;

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

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

     10.13   Acknowledgements.   Thermo   Electron  and  each  Borrower   hereby
acknowledges that:

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

                                       61


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

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

     10.14  Confidentiality.  Each of the  Administrative  Agent and each Lender
agrees  on its own  behalf  and on  behalf  of each  Affiliate  thereof  to keep
confidential all non-public  information provided to it by any Group Member, the
Administrative  Agent or any  Lender  pursuant  to or in  connection  with  this
Agreement that is designated by the provider thereof as  confidential;  provided
that nothing  herein shall prevent the  Administrative  Agent or any Lender from
disclosing any such information (a) subject to an express  agreement to maintain
the  confidentiality  of such  information in compliance  with the provisions of
this Section (which may be a standing  agreement  between such parties),  to the
Administrative  Agent, any other Lender or any affiliate  thereof solely for the
purposes of, or otherwise in connection with, this Agreement,  (b) subject to an
express  agreement  to  maintain  the  confidentiality  of such  information  in
compliance  with  the  provisions  of  this  Section  (which  may be a  standing
agreement between such Lender and such Transferee), to any actual or prospective
Transferee or any direct or indirect  counterparty to any Swap Agreement (or any
professional  advisor to such  counterparty),  (c) to its employees,  directors,
agents,  attorneys,  accountants and other professional advisors or those of any
of its  affiliates,  in each  case who have a need to know such  information  in
accordance  with  customary  business  practices (it being  understood  that the
Person to whom such  disclosure  is made will be  informed  of the  confidential
nature  of  such   information   and   instructed   to  keep  such   information
confidential), (d) upon the request or demand of any Governmental Authority, (e)
in response to any order of any court or other Governmental  Authority or as may
otherwise be required  pursuant to any Requirement of Law, (f) if required to do
so in connection  with any litigation or similar  proceeding,  (g) that has been
publicly disclosed, other than as a result of a disclosure by the Administrative
Agent or a Lender,  or any of their  respective  employees,  directors,  agents,
attorneys,  accountants and other professional advisors or those of any of their
respective affiliates, in violation of this Section 10.14 (provided that neither
the  Administrative  Agent nor any Lender shall be deemed to have  violated this
Section  if  it,  or  any  of  its  employees,   directors,  agents,  attorneys,
accountants or other professional advisors or any of their respective affiliates
(each Lender (or, as the case may be, the Administrative  Agent),  together with
each such other  Person  employed  by it, a  "Subject  Group"),  shall  publicly
disclose  any  confidential  information  which  has  previously  been  publicly
disclosed,   without  the  knowledge  of  the  Person  making  such   subsequent
disclosure,  by a Person which is a member of another Subject Group), (h) to the
National  Association of Insurance  Commissioners or any similar organization or
any  nationally  recognized  rating agency that requires  access to  information
about a Lender's  investment  portfolio in connection  with ratings  issued with
respect to such  Lender,  or (i) in  connection  with the exercise of any remedy
hereunder or under any other Loan Document.  Unless  specifically  prohibited by
applicable law or court order, the  Administrative  Agent and each Lender shall,
prior  to  any  disclosure  under  clause  (d),  (e)  or (f)  above  to (x)  any
Governmental  Authority  that  does not have  supervisory,  regulatory  or other


                                       62


similar  authority with respect to the  Administrative  Agent or such Lender, as
the case may be, and that is seeking such  disclosure  solely in connection with
an investigation, litigation or other proceeding that does not otherwise involve
the  Administrative  Agent or such Lender,  as the case may be, or (y) any other
Person  that is not a  Governmental  Authority,  notify  Thermo  Electron of any
request for the disclosure of any such  non-public  information so as to provide
Thermo Electron with the reasonable  opportunity to obtain a protective order or
other comparable relief.

     10.15  WAIVERS  OF  JURY  TRIAL.  THERMO  ELECTRON,   EACH  BORROWER,   THE
ADMINISTRATIVE  AGENT AND THE LENDERS  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

     10.16 USA PATRIOT Act. Each Lender 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  Thermo  Electron  and the  Borrowers  that
pursuant to the  requirements  of the Act, it is required to obtain,  verify and
record  information  that identifies  Thermo  Electron and each Borrower,  which
information  includes the name and address of Thermo  Electron and such Borrower
and other  information  that will allow such Lender to identify  Thermo Electron
and such Borrower in accordance with the Act.

     10.17 Professional Market Party. Each Lender which is a party hereto on the
date hereof represents and warrants that it is a Professional Market Party.


                     [Rest of page left intentionally blank]






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


                                THERMO ELECTRON CORPORATION


                                By:   /s/ Kenneth J. Apicerno
                                   --------------------------------------------
                                Name:     Kenneth J. Apicerno
                                Title:    Treasurer










                                THERMO LUXEMBOURG HOLDING S.A.R.L.


                                By:   /s/ Kenneth J. Apicerno
                                   --------------------------------------------
                                Name:     Kenneth J. Apicerno
                                Title:    Manager





                                THERMO FINANCE COMPANY B.V.


                                By:   /s/ Kenneth J. Apicerno
                                   --------------------------------------------
                                Name:     Kenneth J. Apicerno
                                Title:    Managing Director




                                ABN AMRO BANK N.V., as Administrative
                                Agent and as a Lender


                                By:   /s/ Peter Klein
                                   --------------------------------------------
                                Name:    Peter Klein
                                Title:   Managing Director







                                JPMORGAN CHASE BANK, N.A., as Co-
                                Documentation Agent and as a Lender


                                By:   /s/ Dawn Lee Lum
                                   --------------------------------------------
                                Name:    Dawn Lee Lum
                                Title:   Vice President












                                BARCLAYS BANK PLC, as Co-Documentation
                                Agent and as a Lender


                                By:   /s/ David Barton
                                   --------------------------------------------
                                Name:    David Barton
                                Title:   Associate Director




                                BANK OF TOKYO-MITSUBISHI TRUST
                                COMPANY, as Syndication Agent and as a
                                Lender


                                By:   /s/ Christian Giordano
                                   --------------------------------------------
                                Name:    Christian Giordano
                                Title:   Vice President




                                BANCA INTESA SPA NEW YORK BRANCH


                                By:   /s/ John I. Michalisin
                                   --------------------------------------------
                                Name:    John I. Michalisin
                                Title:   First Vice President




                                By:   /s/ Nicoholas A. Matacchieri
                                   --------------------------------------------
                                Name:    Nicoholas A. Matacchieri
                                Title:   Director




                                BANK AUSTRIA CREDITANSTALT AG


                                By:   /s/ John I. Michalisin
                                --------------------------------------------
                                Name:  Hilke Schubert
                                Title: Senior Manager



                                By:   /s/ Christoph Dietrich
                                --------------------------------------------
                                Name:  Christoph Dietrich
                                Title: Senior Manager



                                BNP PARIBAS


                                By:   /s/ Stephanie A. Mack
                                --------------------------------------------
                                Name:  Stephanie A. Mack
                                Title: Vice President


                                By:   /s/ Robert Mimaki
                                --------------------------------------------
                                Name:  Robert Mimaki
                                Title: Vice President


                                KEY BANK NATIONAL ASSOCIATION


                                By:   /s/ Jeff Kalinowski
                                --------------------------------------------
                                Name:  Jeff Kalinowski
                                Title: Senior Vice President

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