CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of January 7, 2000 (the "Agreement"),
is made by and among REXALL SUNDOWN, INC., a Florida corporation having its
principal place of business in Boca Raton, Florida (the "Borrower"), BANK OF
AMERICA, N.A., a national banking association organized and existing under the
laws of the United States, in its capacity as a Lender ("Bank of America"), and
each other financial institution executing and delivering a signature page
hereto and each other financial institution which may hereafter execute and
deliver an instrument of assignment with respect to this Agreement pursuant to
Section 12.1 (hereinafter such financial institutions may be referred to
individually as a "Lender" or collectively as the "Lenders"), and BANK OF
AMERICA, N.A., a national banking association organized and existing under the
laws of the United States, in its capacity as agent for the Lenders (in such
capacity, and together with any successor agent appointed in accordance with the
terms of Section 11.7, the "Administrative Agent");

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders make available to
the Borrower revolving credit facilities of up to $150,000,000, consisting of
(a) a $25,000,000 364 day revolving credit facility (the "364 Day Facility") and
(b) a $125,000,000 three year revolving credit facility (the "Three Year
Facility"), which shall include a letter of credit facility of up to $5,000,000
for the issuance of standby and commercial letters of credit and a swing line
facility of up to $5,000,000, the proceeds of which revolving credit facilities
are to be used as provided in Section 2.2 hereof; and

         WHEREAS, the Lenders are willing to make such revolving credit, letter
of credit and swing line facilities available to the Borrower upon the terms and
conditions set forth herein;

         NOW, THEREFORE, the Borrower, the Lenders and the Administrative Agent
hereby agree as follows:

                                    ARTICLE I

                              Definitions and Terms

         1.1. Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Acquired Company" means MET-Rx Nutrition, Inc., a Delaware
         corporation.

                  "Acquisition" means the acquisition of (i) a controlling
         equity interest in another Person (including the purchase of an option,
         warrant or convertible or similar type security to acquire such a
         controlling interest at the time it becomes exercisable by the holder
         thereof), whether by purchase of such equity interest or upon exercise
         of an option or warrant for, or conversion of securities into, such
         equity interest, or (ii) assets of another Person which constitute all
         or substantially all of the assets of such Person or of a line or lines
         of business conducted by such Person.

                  "Advance" means a borrowing under either of the Revolving
         Credit Facilities, consisting of a Base Rate Loan or a Eurodollar Rate
         Loan.

                  "Affiliate" means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is

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<PAGE>

         under common control with the Borrower; or (ii) which beneficially owns
         or holds 5% or more of any class of the outstanding voting stock (or in
         the case of a Person which is not a corporation, 5% or more of the
         equity interest) of the Borrower; or 5% or more of any class of the
         outstanding voting stock (or in the case of a Person which is not a
         corporation, 5% or more of the equity interest) of which is
         beneficially owned or held by the Borrower. The term "control" means
         the possession, directly or indirectly, of the power to direct or cause
         the direction of the management and policies of a Person, whether
         through ownership of voting stock, by contract or otherwise.

                  "Applicable Commitment Fee" means that percent per annum set
         forth below, which shall be based upon the Consolidated Leverage Ratio
         for the Four-Quarter Period most recently ended as specified below:
<TABLE>
<CAPTION>
                                                                Applicable Commitment Fee
                                                                -------------------------

                                                                                 Three Year
         Tier     Consolidated Leverage Ratio                 364 Day Facility    Facility
         ----     ---------------------------                 ----------------    --------
<S>     <C>       <C>                                               <C>           <C>
         I        Less than or equal to
                  .75 to 1.00                                        .175%        .225%

         II       Less than or equal to 1.25 to 1.00 but greater
                  than .75 to 1.00                                   .225%        .275%

         III      Less than or equal to 1.75 to 1.00 but greater
                  than 1.25 to 1.00                                  .275%        .325%

         IV       Greater than 1.75 to 1.00                          .325%        .375%
</TABLE>

         The Applicable Commitment Fee shall be established at the end of each
         fiscal quarter of the Borrower (each, a "Determination Date"). Any
         change in the Applicable Commitment Fee following each Determination
         Date shall be determined based upon the computations set forth in the
         certificate furnished to the Administrative Agent pursuant to Section
         8.1(a)(ii) or Section 8.1(b)(ii), subject to review and approval of
         such computations by the Administrative Agent and shall be effective
         commencing on the fifth Business Day following the date such
         certificate is received until the fifth Business Day following the date
         on which a new certificate is delivered or is required to be delivered,
         whichever shall first occur; provided however, if the Borrower shall
         fail to deliver any such certificate within the time period required by
         Section 8.1, then the Applicable Commitment Fee shall be Tier IV from
         the date such certificate was due until the fifth Business Day
         following the date the appropriate certificate is so delivered. From
         the Closing Date to the fifth Business Day following the date of
         delivery of the certificate required for the fiscal quarter ending May
         31, 2000, the Applicable Commitment Fee shall be not less than Tier II.

                  "Applicable Commitment Percentage" means, for each Lender at
         any time, a fraction (i) with respect to the Three Year Facility
         (including the Swing Line) and the Letter of Credit Facility, the
         numerator of which shall be such Lender's Three Year Commitment and the
         denominator of which shall be the Total Three Year Commitment and (ii)
         with respect to the 364 Day Facility, the numerator of which shall be
         such Lender's 364 Day Commitment and the denominator of which shall be
         the Total 364 Day Commitment, which Applicable Commitment Percentage
         for each Lender as of the Closing Date is as set forth in Exhibit A;
         provided that the Applicable Commitment Percentage of each Lender shall
         be increased or decreased to reflect any assignments to or by such
         Lender effected in accordance with Section 12.1 or to reflect any

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<PAGE>

         change in the Total 364 Day Commitment and the Total Three Year
         Commitment, including such changes in accordance with Sections 2.5 and
         2.6.

                  "Applicable Lending Office" means, for each Lender and for
         each Type of Loan, the "Lending Office" of such Lender (or of an
         affiliate of such Lender) designated for such Type of Loan on the
         signature pages hereof or such other office of such Lender (or an
         affiliate of such Lender) as such Lender may from time to time specify
         to the Administrative Agent and the Borrower by written notice in
         accordance with the terms hereof as the office by which its Loans of
         such Type are to be made and maintained.

                  "Applicable Margin" for Eurodollar Rate Loans means that
         percent per annum set forth below, which shall be based upon the
         Consolidated Leverage Ratio for the Four-Quarter Period most recently
         ended as specified below:


                                                                      Applicable
         Tier     Consolidated Leverage Ratio                            Margin
         ----     ---------------------------                            ------

         I        Less than or equal to
                  .75 to 1.00                                              .875%

         II       Less than or equal to 1.25 to 1.00 but greater
                  than .75 to 1.00                                       1.125%

         III      Less than or equal to 1.75 to 1.00 but greater
                  than 1.25 to 1.00                                      1.375%

         IV       Greater than 1.75 to 1.00                              1.625%


         The Applicable Margin shall be established at the end of each fiscal
         quarter of the Borrower (each, a "Determination Date"). Any change in
         the Applicable Margin following each Determination Date shall be
         determined based upon the computations set forth in the certificate
         furnished to the Administrative Agent pursuant to Section 8.1(a)(ii) or
         Section 8.1(b)(ii), subject to review and approval of such computations
         by the Administrative Agent, and shall be effective commencing on the
         fifth Business Day following the date such certificate is received
         until the fifth Business Day following the date on which a new
         certificate is delivered or is required to be delivered, whichever
         shall first occur; provided however, if the Borrower shall fail to
         deliver any such certificate within the time period required by Section
         8.1, then the Applicable Margin for Eurodollar Rate Loans shall be Tier
         IV from the date such certificate was due until the fifth Business Day
         following the date the appropriate certificate is so delivered. From
         the Closing Date to the fifth Business Day following the date of
         delivery of the certificate required for the fiscal quarter ending May
         31, 2000, the Applicable Margin for Eurodollar Rate Loans shall be not
         less than Tier II.

                  "Applications and Agreements for Letters of Credit" means,
         collectively, the Applications and Agreements for Letters of Credit, or
         similar documentation, executed by the Borrower from time to time and
         delivered to the Issuing Bank to support the issuance of Letters of
         Credit.

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance in the form of Exhibit B (with blanks appropriately filled
         in) delivered to the Administrative Agent in connection with an
         assignment of a Lender's interest under this Agreement pursuant to
         Section 12.1.

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<PAGE>

                  "Authorized Representative" means any of the President or any
         Vice President, the Controller or the Director of Finance and Treasury
         of the Borrower or, with respect to financial matters, the chief
         financial officer of the Borrower, or any other Person expressly
         designated by the Board of Directors of the Borrower (or the
         appropriate committee thereof) as an Authorized Representative of the
         Borrower, as set forth from time to time in a certificate in the form
         of Exhibit C.

                  "Bank of America" means Bank of America, N.A.

                  "BAS" means Banc of America Securities LLC and its successors.

                  "Base Rate" means, for any day, the rate per annum equal to
         the higher of (i) the Federal Funds Rate for such day plus one-half of
         one percent (0.5%) and (ii) the Prime Rate for such day. Any change in
         the Base Rate due to a change in the Prime Rate or the Federal Funds
         Rate shall be effective on the effective date of such change in the
         Prime Rate or Federal Funds Rate.

                  "Base Rate Loan" means a Loan for which the rate of interest
         is determined by reference to the Base Rate.

                  "Base Rate Refunding Loan" means a Base Rate Loan or Swing
         Line Loan made under the Three Year Facility either to (i) satisfy
         Reimbursement Obligations arising from a drawing under a Letter of
         Credit or (ii) pay Bank of America in respect of Swing Line
         Outstandings.

                  "Board" means the Board of Governors of the Federal Reserve
         System (or any successor body).

                  "Borrower's Account" means a demand deposit account number
         3890123977 or any successor account with the Administrative Agent,
         which may be maintained at one or more offices of the Administrative
         Agent or an agent of the Administrative Agent.

                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with an Advance under either of the
         Revolving Credit Facilities or a Swing Line Loan, in the forms of
         Exhibits D-1 and D-2, respectively.

                  "Business Day" means, (i) except as expressly provided in
         clause (ii), any day which is not a Saturday, Sunday or a day on which
         banks in the States of New York. Florida and North Carolina are
         authorized or obligated by law, executive order or governmental decree
         to be closed and, (ii) with respect to the selection, funding, interest
         rate, payment, and Interest Period of any Eurodollar Rate Loan, any day
         which is a Business Day, as described above, and on which the relevant
         international financial markets are open for the transaction of
         business contemplated by this Agreement in London, England, New York,
         New York and Charlotte, North Carolina.

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with GAAP as in effect from time to time
         including Statement No. 13 of the Financial Accounting Standards Board
         and any successor thereof.

                  "Change of Control" means, at any time:

                           (i) any "person" or "group" (each as used in Sections
                  13(d)(3) and 14(d)(2) of the Exchange Act) other than the
                  DeSantis Group either (A) becomes the "beneficial owner" (as
                  defined in Rule 13d-3 of the Exchange Act ), directly or
                  indirectly, of Voting Securities of the Borrower (or
                  securities convertible into or exchangeable for such Voting
                  Securities) representing 30% or more of the combined voting

                                       4
<PAGE>

                  power of all Voting Securities of the Borrower (on a fully
                  diluted basis) or (B) otherwise has the ability, directly or
                  indirectly, to elect a majority of the board of directors of
                  the Borrower;

                           (ii) during any period of up to 12 consecutive
                  months, commencing on the Closing Date, individuals who at the
                  beginning of such 12-month period were directors of the
                  Borrower shall cease for any reason (other than the death,
                  disability or retirement of an officer of the Borrower that is
                  serving as a director at such time so long as another officer
                  of the Borrower replaces such Person as a director) to
                  constitute a majority of the board of directors of the
                  Borrower; or

                           (iii) any Person or two or more Persons acting in
                  concert shall have acquired by contract or otherwise, or shall
                  have entered into a contract or arrangement that, upon
                  consummation thereof, will result in its or their acquisition
                  of the power to exercise, directly or indirectly, a
                  controlling influence on the management or policies of the
                  Borrower.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrower, the Lenders and the Administrative Agent and
         on which the conditions set forth in Section 6.1 have been satisfied.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any regulations promulgated thereunder.

                  "Consistent Basis" in reference to the application of GAAP
         means the accounting principles observed in the period referred to are
         comparable in all material respects to those applied in the preparation
         of the audited financial statements of the Borrower referred to as of
         the Closing Date in Section 7.6(a).

                  "Consolidated EBITDA" means, with respect to the Borrower and
         its Subsidiaries for any Four-Quarter Period ending on the date of
         computation thereof, the sum of, without duplication, (i) Consolidated
         Net Income, (ii) Consolidated Interest Expense, (iii) taxes on income,
         (iv) amortization, and (v) depreciation, all determined on a
         consolidated basis in accordance with GAAP applied on a Consistent
         Basis; provided, however, that with respect to an Acquisition that is
         accounted for as a "purchase" (including the MET-Rx Nutrition, Inc.
         Acquisition), for the four Four-Quarter Periods ending next following
         the date of such Acquisition, Consolidated EBITDA shall include the
         results of operations of the Person or assets so acquired, which
         amounts shall be determined on a historical pro forma basis as if such
         Acquisition had been consummated as a "pooling of interests".

                  "Consolidated Indebtedness" means all Indebtedness of the
         Borrower and its Subsidiaries, all determined on a consolidated basis.

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of the
         Borrower and its Subsidiaries, including without limitation (i) the
         current amortized portion of debt discounts to the extent included in
         gross interest expense, (ii) the current amortized portion of all fees
         (including fees payable in respect of any Rate Hedging Obligation)
         payable in connection with the incurrence of Indebtedness to the extent
         included in gross interest expense and (iii) the portion of any
         payments made in connection with Capital Leases allocable to interest
         expense, all determined on a consolidated basis in accordance with GAAP
         applied on a Consistent Basis; provided, however, in the case of the
         occurrence of an Acquisition, there shall be included in Consolidated
         Interest Expense for the first four consecutive fiscal quarters ending
         after the date of such Acquisition an amount which shall be determined
         by multiplying that portion of the Cost of Acquisition which represents

                                       5
<PAGE>

         Indebtedness (net of Indebtedness paid with proceeds of Indebtedness
         incurred to fund such Cost of Acquisition), whether incurred, assumed
         or acquired, times the interest rate applicable to such Indebtedness
         which is in effect on the date of determination and then multiplying
         the result by a fraction the numerator of which is 365 minus the actual
         number of days that have elapsed from and after the date of such
         Acquisition and the denominator of which is 365.

                  "Consolidated Interest Coverage Ratio" means, as of the date
         of computation thereof, the ratio of (i) Consolidated EBITDA for the
         Four-Quarter Period ending on (or most recently ended prior to) such
         date to (ii) Consolidated Interest Expense for the Four-Quarter Period
         ending on (or most recently ended prior to) such date.

                  "Consolidated Leverage Ratio"? means, as of the date of
         computation thereof, the ratio of (i) Consolidated Indebtedness
         (determined as at such date) to (ii) Consolidated EBITDA for the
         Four-Quarter Period ending on (or most recently ended prior to) such
         date.

                  "Consolidated Net Income" means, for any period of computation
         thereof, the gross revenues from operations of the Borrower and its
         Subsidiaries (including payments received by the Borrower and its
         Subsidiaries of (i) interest income, and (ii) dividends and
         distributions made in the ordinary course of their businesses by
         Persons in which investment is permitted pursuant to this Agreement and
         not related to an extraordinary event), less all operating and
         non-operating expenses of the Borrower and its Subsidiaries including
         taxes on income, all determined on a consolidated basis in accordance
         with GAAP applied on a Consistent Basis; but excluding as income: (i)
         net gains on the sale, conversion or other disposition of capital
         assets, (ii) net gains on the acquisition, retirement, sale or other
         disposition of capital stock and other securities of the Borrower or
         its Subsidiaries, (iii) net gains on the collection of proceeds of life
         insurance policies, (iv) any write-up of any asset, and (v) any other
         net gain or credit of an extraordinary nature as determined in
         accordance with GAAP applied on a Consistent Basis.

                  "Consolidated Total Assets" means, as of any date on which the
         amount thereof is to be determined, the net book value of all assets of
         the Borrower and its Subsidiaries as determined on a consolidated basis
         in accordance with GAAP applied on a Consistent Basis.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person with respect to any Indebtedness,
         lease, dividend, guaranty, letter of credit or other obligation (each a
         "primary obligation") of another Person (the "primary obligor"),
         whether or not contingent, (a) to purchase, repurchase or otherwise
         acquire any such primary obligation or any property constituting direct
         or indirect security therefor, or (b) to advance or provide funds (i)
         for the payment or discharge of any such primary obligation, or (ii) to
         maintain working capital or equity capital of the primary obligor in
         respect of any such primary obligation or otherwise to maintain the net
         worth or solvency or any balance sheet item, level of income or
         financial condition of such primary obligor, or (c) 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 thereof to make payment of such primary obligation, or (d)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss or failure or inability to perform in respect
         thereof. The amount of any Contingent Obligation shall be deemed to be
         an amount equal to the stated or determinable amount of the primary
         obligation in respect of which such Contingent Obligation is made or,
         if not stated or determinable, the maximum reasonably anticipated
         liability in respect thereof.

                  "Continue", "Continuation", and "Continued" shall refer to the
         continuation pursuant to Section 4.2 hereof of a Eurodollar Rate Loan
         of one Type as a Eurodollar Rate Loan of the same Type from one
         Interest Period to the next Interest Period.

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<PAGE>

                  "Convert", "Conversion", and "Converted" shall refer to a
         conversion pursuant to Section 4.2 of one Type of Loan into another
         Type of Loan.

                  "Cost of Acquisition" means, with respect to any Acquisition,
         as at the date of entering into any agreement therefor, the sum of the
         following (without duplication): (i) the value of the capital stock,
         warrants or options to acquire capital stock of Borrower or any
         Subsidiary to be transferred in connection therewith, (ii) the amount
         of any cash and fair market value of other property (excluding property
         described in clause (i) and the unpaid principal amount of any debt
         instrument) given as consideration, (iii) the amount (determined by
         using the face amount or the amount payable at maturity, whichever is
         greater) of any Indebtedness incurred, assumed or acquired by the
         Borrower or any Subsidiary in connection with such Acquisition, (iv)
         all additional purchase price amounts in the form of earnouts and other
         contingent obligations that should be recorded on the financial
         statements of the Borrower and its Subsidiaries in accordance with
         GAAP, (v) all amounts paid in respect of covenants not to compete,
         consulting agreements that should be recorded on financial statements
         of the Borrower and its Subsidiaries in accordance with GAAP, and other
         affiliated contracts in connection with such Acquisition, (vi) the
         aggregate fair market value of all other consideration given by the
         Borrower or any Subsidiary in connection with such Acquisition, and
         (vii) out of pocket transaction costs for the services and expenses of
         attorneys, accountants and other consultants incurred in effecting such
         transaction, and other similar transaction costs so incurred. For
         purposes of determining the Cost of Acquisition for any transaction,
         (A) the capital stock of the Borrower shall be valued (I) in the case
         of capital stock that is then designated as a national market system
         security by the National Association of Securities Dealers, Inc.
         ("NASDAQ") or is listed on a national securities exchange, the average
         of the last reported bid and ask quotations or the last prices reported
         thereon, and (II) with respect to any other shares of capital stock, as
         determined by the Board of Directors of the Borrower and, if requested
         by the Administrative Agent, determined to be a reasonable valuation by
         the independent public accountants referred to in Section 8.1(a), (B)
         the capital stock of any Subsidiary shall be valued as determined by
         the Board of Directors of such Subsidiary and, if requested by the
         Administrative Agent, determined to be a reasonable valuation by the
         independent public accountants referred to in Section 8.1(a), and (C)
         with respect to any Acquisition accomplished pursuant to the exercise
         of options or warrants or the conversion of securities, the Cost of
         Acquisition shall include both the cost of acquiring such option,
         warrant or convertible security as well as the cost of exercise or
         conversion.

                  "Credit Parties" means, collectively, the Borrower and each
         Guarantor.

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder.

                  "Default Rate" means (i) with respect to each Eurodollar Rate
         Loan, until the end of the Interest Period applicable thereto, a rate
         of two percent (2%) above the Eurodollar Rate applicable to such Loan,
         and thereafter at a rate of interest per annum which shall be two
         percent (2%) above the Base Rate, (ii) with respect to Base Rate Loans,
         Swing Line Loans, Reimbursement Obligations, fees, and other amounts
         payable in respect of Obligations or (except as otherwise expressly
         provided therein) the obligations of any other Credit Party under any
         of the other Loan Documents, a rate of interest per annum which shall
         be two percent (2%) above the Base Rate and (iii) in any case, the
         maximum rate permitted by applicable law, if lower.

                  "DeSantis Group" means, individually or collectively, Carl
         DeSantis, Damon DeSantis, Dean DeSantis, Sylvia DeSantis and CDD
         Partners, Ltd., a Texas limited partnership.

                  "Dollars" and the symbol "$" means dollars constituting legal
         tender for the payment of public and private debts in the United States
         of America.

                                       7
<PAGE>

                  "Domestic Subsidiary" means any Subsidiary of the Borrower
         organized under the laws of the United States of America, any state or
         territory thereof or the District of Columbia.

                  "Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
         Lender, and (iii) any other Person approved by the Administrative Agent
         and, unless an Event of Default has occurred and is continuing at the
         time any assignment is effected in accordance with Section 12.1, the
         Borrower, such approval not to be unreasonably withheld or delayed by
         the Borrower and such approval to be deemed given by the Borrower (in
         the absence of notice to the contrary, effective upon receipt) within
         two Business Days after notice of such proposed assignment has been
         provided by the assigning Lender to the Borrower; provided, however,
         that neither the Borrower nor an affiliate of the Borrower shall
         qualify as an Eligible Assignee, and provided, further, that the
         incurrence of any increased costs under Article IV, other than Section
         4.6(e), shall be a basis for not approving such Person.

                  "Eligible Securities" means the following obligations and any
         other obligations previously approved in writing by the Administrative
         Agent:

                  (a) Government Securities;

                  (b) obligations of any corporation organized under the laws of
         any state of the United States of America or under the laws of any
         other nation, payable in the United States of America, expressed to
         mature not later than 92 days following the date of issuance thereof
         and rated in an investment grade rating category by S&P and Moody's;

                  (c) interest bearing demand or time deposits issued by any
         Lender or certificates of deposit maturing within one year from the
         date of issuance thereof and issued by a bank or trust company
         organized under the laws of the United States or of any state thereof
         having capital surplus and undivided profits aggregating at least
         $400,000,000 and being rated "A" or better by S&P or "A" or better by
         Moody's;

                  (d) Repurchase Agreements;

                  (e) Municipal Obligations;

                  (f) Pre-Refunded Municipal Obligations;

                  (g) shares of mutual funds which invest in obligations
         described in paragraphs (a) through (f) above, the shares of which
         mutual funds are at all times rated "AAA" by S&P;

                  (h) tax-exempt or taxable adjustable rate preferred stock
         issued by a Person having a rating of its long term unsecured debt of
         "A" or better by S&P or "A-2" or better by Moody's; and

                  (i) asset-backed remarketed certificates of participation
         representing a fractional undivided interest in the assets of a trust,
         which certificates are rated at least "A-1" by S&P and "P-1" by
         Moody's.

                  "Employee Benefit Plan" means (i) any employee benefit plan,
         including any Pension Plan, within the meaning of Section 3(3) of ERISA
         which (A) is maintained for employees of the Borrower or any of its
         ERISA Affiliates, or any Subsidiary or is assumed by the Borrower or
         any of its ERISA Affiliates, or any Subsidiary in connection with any
         Acquisition or (B) has at any time been maintained for the employees of
         the Borrower, any current or former ERISA Affiliate, or any Subsidiary
         and (ii) any plan, arrangement, understanding or scheme maintained by
         the Borrower or any Subsidiary that provides retirement, deferred

                                       8
<PAGE>

         compensation, employee or retiree medical or life insurance, severance
         benefits or any other benefit covering any employee or former employee
         and which is administered under any Foreign Benefit Law or regulated by
         any Governmental Authority other than the United States of America.

                  "Environmental Laws" means any federal, state or local
         statute, law, ordinance, code, rule, regulation, order, decree, permit
         or license regulating, relating to, or imposing liability or standards
         of conduct concerning, any environmental matters or conditions,
         environmental protection or conservation, including without limitation,
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, as amended; the Superfund Amendments and Reauthorization
         Act of 1986, as amended; the Resource Conservation and Recovery Act, as
         amended; the Toxic Substances Control Act, as amended; the Clean Air
         Act, as amended; the Clean Water Act, as amended; together with all
         regulations promulgated thereunder, and any other "Superfund" or
         "Superlien" law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor statute and all
         rules and regulations promulgated thereunder.

                  "ERISA Affiliate", as applied to the Borrower, means any
         Person or trade or business which is a member of a group which is under
         common control with the Borrower, who together with the Borrower, is
         treated as a single employer within the meaning of Section 414(b) and
         (c) of the Code.

                  "Eurodollar Rate Loan" means a Loan for which the rate of
         interest is determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means the interest rate per annum calculated
         according to the following formula:
<TABLE>
<CAPTION>
<S>               <C>           <C>          <C>                             <C>  <C>
                  Eurodollar     =          Interbank Offered Rate           +    Applicable
                                            ----------------------
                   Rate                     1-  Reserve Requirement               Margin
</TABLE>
                  "Event of Default" means any of the occurrences set forth as
         such in Section 10.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the regulations promulgated thereunder.

                  "Existing Indebtedness" means the indebtedness of the Acquired
         Company listed on Schedule 1.1.

                  "Facility Guaranty" means each Guaranty Agreement between one
         or more Guarantors and the Administrative Agent for the benefit of the
         Administrative Agent and the Lenders, delivered as of the Closing Date
         and otherwise pursuant to Section 8.20, as the same may be amended,
         modified or supplemented.

                  "Facility Termination Date" means such date as all of the
         following shall have occurred: (a) the Borrower shall have permanently
         terminated both of the Revolving Credit Facilities and the Swing Line
         by payment in full of all Revolving Credit Outstandings and Letter of
         Credit Outstandings and Swing Line Outstandings, together with all
         accrued and unpaid interest thereon, except for the undrawn portion of
         Letters of Credit as have been fully cash collateralized in a manner
         consistent with the terms of Section 10.1(B), (b) all Swap Agreements
         shall have been terminated, expired or cash collateralized, (c) all
         Revolving Credit Commitments and Letter of Credit Commitments shall
         have terminated or expired and (d) the Borrower shall have fully,
         finally and irrevocably paid and satisfied in full all Obligations

                                       9
<PAGE>

         (other than Obligations consisting of continuing indemnities and other
         contingent Obligations of the Borrower or any Guarantor that may be
         owing to the Lenders pursuant to the Loan Documents and expressly
         survive termination of this Agreement).

                  "FASB 133 Adjustments" means entries on or adjustments to any
         balance sheet or statement of income in respect of derivatives or
         hedging instruments as required or permitted by Statement of Financial
         Accounting Standards No. 133.

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         charged to the Administrative Agent (in its individual capacity) on
         such day on such transactions as determined by the Administrative
         Agent.

                  "Fiscal Year" means the twelve month fiscal period of the
         Borrower and its Subsidiaries commencing on September 1 of each
         calendar year and ending on August 31 of next succeeding calendar year.

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         nation or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning, any Employee Benefit
         Plan.

                  "Four-Quarter Period" means a period of four full consecutive
         fiscal quarters of the Borrower and its Subsidiaries, taken together as
         one accounting period.

                  "GAAP" or "Generally Accepted Accounting Principles" means
         generally accepted accounting principles, being those principles of
         accounting set forth in pronouncements of the Financial Accounting
         Standards Board, the American Institute of Certified Public
         Accountants, or which have other substantial authoritative support and
         are applicable in the circumstances as of the date of a report.

                  "Government Securities" means direct obligations of, or
         obligations the timely payment of principal and interest on which are
         fully and unconditionally guaranteed by, the United States of America.

                  "Governmental Authority" shall mean any Federal, state,
         municipal, national or other governmental department, commission,
         board, bureau, court, agency or instrumentality or political
         subdivision thereof or any entity or officer exercising executive,
         legislative, judicial, regulatory or administrative functions of or
         pertaining to any government or any court, in each case whether
         associated with a state of the United States, the United States, or a
         foreign entity or government.

                  "Guarantors" means, at any date, Domestic Subsidiaries, other
         than any Receivables Subsidiaries, who are required to be parties to a
         Facility Guaranty at such date.

                  "Hazardous Material" means and includes any pollutant,
         contaminant, or hazardous, toxic or dangerous waste, substance or
         material (including without limitation petroleum products,
         asbestos-containing materials and lead), the generation, handling,
         storage, transportation, disposal, treatment, release, discharge or
         emission of which is subject to any Environmental Law.

                                       10
<PAGE>

                  "Historical Financial Statements" means the consolidated
         balance sheets and related consolidated statements of income and cash
         flows for the Acquired Company and its subsidiaries for the fiscal
         years ended December 31, 1997 and 1998, audited by independent public
         accountants of recognized standing and prepared in accordance with
         GAAP, and the unaudited consolidated balance sheet and related
         consolidated statements of income and cash flows for the Acquired
         Company and its subsidiaries for the 10-month period ended October 31,
         1999, prepared in accordance with GAAP.

                  "Historical Pro Forma Financial Statements" means the
         unaudited historical pro forma balance sheet and a statement of income
         and cash flow prepared on a combined basis of the Borrower and its
         Subsidiaries (giving pro forma effect to the MET-Rx Nutrition, Inc.
         Acquisition for the Fiscal Year ended August 31, 1999.

                  "Indebtedness" means as to any Person, without duplication,
         (a) all Indebtedness for Money Borrowed of such Person, (b) all Rate
         Hedging Obligations of such Person, (c) all indebtedness secured by any
         Lien on any property or asset owned or held by such Person regardless
         or whether the indebtedness secured thereby shall have been assumed by
         such Person or is non-recourse to the credit of such Person, and (d)
         all Contingent Obligations of such Person.

                  "Indebtedness for Money Borrowed" means with respect to any
         Person, without duplication, all indebtedness in respect of money
         borrowed, including without limitation, all obligations under Capital
         Leases, the deferred purchase price of any property or services, the
         aggregate face amount of all surety bonds, letters of credit, and
         bankers' acceptances, and (without duplication) all payment and
         reimbursement obligations in respect thereof whether or not matured,
         evidenced by a promissory note, bond, debenture or similar written
         obligation for the payment of money (including reimbursement agreements
         and conditional sales or similar title retention agreements), other
         than trade payables and accrued expenses incurred in the ordinary
         course of busineSection

                  "Interbank Offered Rate" means, with respect to any Eurodollar
         Rate Loan for the Interest Period applicable thereto, the rate per
         annum (rounded upwards, if necessary), to the nearest 1/100 of 1%)
         appearing on Telerate Page 3750 (or any successor page) as the London
         interbank offered rate for deposits in Dollars at approximately 11:00
         A.M. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period. If for
         any reason such rate is not available, the term "Interbank Offered
         Rate" shall mean, with respect to any Eurodollar Rate Loan for the
         Interest Period applicable thereto, the rate per annum (rounded
         upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
         Screen LIBO Page as the London interbank offered rate for deposits in
         Dollars at approximately 11:00 A.M. (London time) two Business Days
         prior to the first day of such Interest Period for a term comparable to
         such Interest Period, provided, however; if more than one rate is
         specified on Reuters Screen LIBO Page, the applicable rate shall be the
         arithmetic mean of all such rates (rounded upwards, if necessary, to
         the nearest 1/100 of 1%).

                  "Interest Period" means, for each Eurodollar Rate Loan, a
         period commencing on the date such Eurodollar Rate Loan is made or
         Converted or Continued and ending, at the Borrower's option, on the
         date one, two, three or six months thereafter as notified to the
         Administrative Agent by the Authorized Representative in accordance
         with the terms hereof; provided that,

                           (i) if an Interest Period for a Eurodollar Rate Loan
                  would end on a day which is not a Business Day, such Interest
                  Period shall be extended to the next Business Day (unless such
                  extension would cause the applicable Interest Period to end in
                  the succeeding calendar month, in which case such Interest
                  Period shall end on the next preceding Business Day); and

                                       11
<PAGE>

                           (ii) any Interest Period which 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.

                  "Interest Rate Selection Notice" means the written notice
         delivered by an Authorized Representative in connection with the
         election of a subsequent Interest Period for any Eurodollar Rate Loan
         or the Conversion of any Eurodollar Rate Loan into a Base Rate Loan or
         the Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in
         the form of Exhibit E.

                  "Issuing Bank" means Bank of America as issuer of Letters of
         Credit under Article III.

                  "LC Account Agreement" means the LC Account Agreement dated as
         of the date hereof between the Borrower and the Administrative Agent,
         as amended, modified or supplemented from time to time.

                  "Letter of Credit" means a standby or commercial letter of
         credit issued by the Issuing Bank pursuant to Article III hereof for
         the account of the Borrower in favor of a Person advancing credit or
         securing an obligation on behalf of the Borrower.

                  "Letter of Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to acquire Participations in
         respect of Letters of Credit and Reimbursement Obligations up to an
         aggregate amount at any one time outstanding equal to such Lender's
         Applicable Commitment Percentage of the Total Letter of Credit
         Commitment as the same may be increased or decreased from time to time
         pursuant to this Agreement.

                  "Letter of Credit Facility" means the facility described in
         Article III hereof providing for the issuance by the Issuing Bank for
         the account of the Borrower of Letters of Credit in an aggregate stated
         amount at any time outstanding not exceeding the Total Letter of Credit
         Commitment minus outstanding Reimbursement Obligations.

                  "Letter of Credit Outstandings" means, as of any date of
         determination, the aggregate amount available to be drawn under all
         Letters of Credit plus Reimbursement Obligations then outstanding.

                  "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a Person other than the owner of the property,
         whether such interest is based on the common law, statute or contract,
         and including but not limited to the lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes. For the purposes of this Agreement, the Borrower and any
         Subsidiary shall be deemed to be the owner of any property which it has
         acquired or holds subject to a conditional sale agreement, financing
         lease, or other arrangement pursuant to which title to the property has
         been retained by or vested in some other Person for security purposes.

                  "Loans" means, collectively, the Swing Line Loan and the
         Revolving Loans.

                  "Loan Documents" means this Agreement, the Notes, the Facility
         Guaranties, the LC Account Agreement, the Applications and Agreements
         for Letter of Credit, and all other instruments and documents
         heretofore or hereafter executed or delivered to or in favor of any
         Lender (including the Issuing Bank) or the Administrative Agent in
         connection with the Loans made and transactions contemplated under this
         Agreement, as the same may be amended, supplemented or replaced from
         the time to time.

                                       12
<PAGE>

                  "Material Adverse Effect" means a material adverse effect on
         (i) the business, properties, operations, prospects or condition,
         financial or otherwise, of Borrower and its Subsidiaries, taken as a
         whole, (ii) the ability of any Credit Party to pay or perform its
         respective obligations, liabilities and indebtedness under the Loan
         Documents as such payment or performance becomes due in accordance with
         the terms thereof, (iii) the consummation of the MET-RX Nutrition, Inc.
         Acquisition substantially simultaneously with the initial Advance or
         (iv) the rights, powers and remedies of the Administrative Agent or any
         Lender under any Loan Document or the validity, legality or
         enforceability thereof.

                  "Maximum Available Amount" means (A) with respect to the 364
         Day Facility, (i) as of the Closing Date, $19,166,666.67, and (ii) at
         any time thereafter, the sum of $19,166,666.67 and the aggregate amount
         of each increase in the Maximum Available Amount expressly provided for
         in Section 2.5 as effected by assignments by Bank of America of any
         portion of its 364 Day Commitment pursuant to an Assignment and
         Acceptance in accordance with Section 12.1 at any time during which
         Bank of America shall hold 364 Day Notes in a stated amount in excess
         of $19,166,666.67 and (B) with respect to the Three Year Facility, (i)
         as of the Closing Date, $95,833,333.33, and (ii) at any time
         thereafter, the sum of $95,833,333.33 and the aggregate amount of each
         increase in the Maximum Available Amount expressly provided for in
         Section 2.5 as effected by assignments by Bank of America of any
         portion of its Three Year Commitment pursuant to an Assignment and
         Acceptance in accordance with Section 12.1 at any time during which
         Bank of America shall hold Three Year Notes in a stated amount in
         excess of $95,833,333.33; provided, however, that the Maximum Available
         Amount with respect to the 364 Day Facility shall at no time exceed the
         Total 364 Day Commitment and the Maximum Amount Available with respect
         to the Three Year Facility shall at no time exceed the Total Three Year
         Commitment.

                  "MET-Rx Nutrition, Inc. Acquisition" means the acquisition by
         the Borrower of all of the capital stock of MET-Rx Nutrition, Inc. in
         accordance with the Purchase Agreement.

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

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
         Affiliate is making, or is accruing an obligation to make,
         contributions or has made, or been obligated to make, contributions
         within the preceding six (6) Fiscal Years.

                  "Municipal Obligations" means general obligations issued by,
         and supported by the full taxing authority of, any state of the United
         States of America or of any municipal corporation or other public body
         organized under the laws of any such state which are rated in the
         highest investment rating category by both S&P and Moody's.

                  "Notes" means, collectively, the Three Year Notes, the 364 Day
         Notes and the Swing Line Note .

                  "Obligations" means the obligations, liabilities and
         Indebtedness of the Borrower with respect to (i) the principal and
         interest on the Loans as evidenced by the Notes, (ii) the Reimbursement
         Obligations and otherwise in respect of the Letters of Credit, (iii)
         all liabilities of Borrower to any Lender (or any affiliate of any
         Lender) which arise under a Swap Agreement, and (iv) the payment and
         performance of all other obligations, liabilities and Indebtedness of
         the Borrower to the Lenders (including the Issuing Bank), the
         Administrative Agent or BAS hereunder, under any one or more of the
         other Loan Documents or with respect to the Loans.

                  "Operating Documents" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited

                                       13
<PAGE>
         liability partnership or other legally authorized incorporated or
         unincorporated entity, the bylaws, operating agreement, partnership
         agreement, limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, any corporate, organizational or partnership
         action (including any required shareholder, member or partner action),
         or other similar official action, as applicable, taken by such entity.

                  "Organizational Documents" means with respect to any
         corporation, limited liability company, partnership, limited
         partnership, limited liability partnership or other legally authorized
         incorporated or unincorporated entity, the articles of incorporation,
         certificate of incorporation, articles of organization, certificate of
         limited partnership or other applicable organizational or charter
         documents relating to the creation of such entity.

                  "Outstandings" means, collectively, at any date, the Letter of
         Credit Outstandings, Swing Line Outstandings and Revolving Credit
         Outstandings on such date.

                  "Participation" means, (i) with respect to any Lender (other
         than the Issuing Bank) and a Letter of Credit, the extension of credit
         represented by the participation of such Lender hereunder in the
         liability of the Issuing Bank in respect of a Letter of Credit issued
         by the Issuing Bank in accordance with the terms hereof and (ii) with
         respect to any Lender (other than Bank of America) and a Swing Line
         Loan, the extension of credit represented by the participation of such
         Lender hereunder in the liability of Bank of America in respect of a
         Swing Line Loan made by Bank of America in accordance with the terms
         hereof.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
         successor thereto.

                  "Pension Plan" means any employee pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan,
         which is subject to the provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is maintained for employees of the Borrower
         or any of its ERISA Affiliates or is assumed by the Borrower or any of
         its ERISA Affiliates in connection with any Acquisition or (ii) has at
         any time been maintained for the employees of the Borrower or any
         current or former ERISA Affiliate.

                  "Permitted Receivables Securitization" means nonrecourse sales
         and assignments of accounts receivable of the Borrower and its
         Subsidiaries to one or more special purpose entities (which sales and
         assignments constitute "true sales" under Statement of Financial
         Accounting Standards No. 125), in connection with the issuance of
         obligations by such special purpose entities (which may or may not be a
         Receivables Subsidiary) secured by such accounts, the proceeds of the
         issuance of which obligations shall be made available to the Borrower
         at such rates of advance, and the obligations issued by such special
         purpose entities shall be in such amount or amounts, bear such rate or
         rates of interest, and be subject to such customary terms and
         conditions, all as shall be reasonably acceptable to the Administrative
         Agent; provided, however, that the maximum principal amount which may
         be advanced at any time pursuant to the Permitted Receivables
         Securitization shall not exceed $30,000,000.

                  "Person" means an individual, partnership, corporation,
         limited liability company, limited liability partnership, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof.

                  "Pre-Refunded Municipal Obligations" means obligations of any
         state of the United States of America or of any municipal corporation

                                       14
<PAGE>

         or other public body organized under the laws of any such state which
         are rated, based on the escrow, in the highest investment rating
         category by both S&P and Moody's and which have been irrevocably called
         for redemption and advance refunded through the deposit in escrow of
         Government Securities or other debt securities which are (i) not
         callable at the option of the issuer thereof prior to maturity, (ii)
         irrevocably pledged solely to the payment of all principal and interest
         on such obligations as the same becomes due and (iii) in a principal
         amount and bear such rate or rates of interest as shall be sufficient
         to pay in full all principal of, interest, and premium, if any, on such
         obligations as the same becomes due as verified by a nationally
         recognized firm of certified public accountants.

                  "Prime Rate" means the per annum rate of interest established
         from time to time by Bank of America as its prime rate, which rate may
         not be the lowest rate of interest charged by Bank of America to its
         customers.

                  "Principal Office" means the principal office of Bank of
         America, presently located at 101 North Tryon Street, 15th Floor, NC1
         001-15-04, Charlotte, North Carolina 28255, Attention: Agency Services,
         or such other office and address located within the United States as
         the Administrative Agent may from time to time designate.

                  "Purchase Agreement" means that certain Merger Purchase
         Agreement dated as of December 10, 1999 by and among the Borrower, RSM
         Acquisition Corp., MET-Rx Nutrition, Inc. and all the Stockholders of
         MET-Rx Nutrition, Inc. (including all exhibits and schedules thereto),
         providing for the acquisition of the capital stock of MET-Rx Nutrition,
         Inc. for a purchase price not in excess of $108,000,000 (consisting of
         approximately $77,500,000 for the acquisition of such capital stock and
         approximately $30,500,000 for the prepayment of Existing Indebtedness)
         in the form previously furnished to the Administrative Agent, with only
         such amendments or modifications thereto as shall be consented to in
         writing by the Administrative Agent, which consent shall not be
         unreasonably withheld.

                  "Rate Hedging Obligations" means, without duplication, any and
         all obligations of the Borrower or any Subsidiary (net of offsetting
         assets, if any), whether absolute or contingent and howsoever and
         whensoever created, arising, evidenced or acquired (including all
         renewals, extensions and modifications thereof and substitutions
         therefor), under (i) any and all agreements, devices or arrangements
         designed to protect at least one of the parties thereto from the
         fluctuations of interest rates, exchange rates or forward rates
         applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, Dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; (ii) all other
         "derivative instruments" as defined in FASB 133 and which are subject
         to the reporting requirements of FASB 133; and (iii) any and all
         cancellations, buybacks, reversals, terminations or assignments of any
         of the foregoing.

                  "Receivables Subsidiary" means any Subsidiary that is created
         solely for the purpose of purchasing accounts receivable of the
         Borrower and its Subsidiaries in connection with a Permitted
         Receivables Securitization.

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Reimbursement Obligation" shall mean at any time, the
         obligation of the Borrower with respect to any Letter of Credit to
         reimburse the Issuing Bank and the Lenders to the extent of their
         respective Participations (including by the receipt by the Issuing Bank
         of proceeds of Loans pursuant to Section 2.1(d)(iii)) for amounts
         theretofore paid by the Issuing Bank pursuant to a drawing under such
         Letter of Credit.

                                       15
<PAGE>
                  "Repurchase Agreement" means a repurchase agreement entered
         into with any financial institution whose debt obligations or
         commercial paper are rated "A" by either of S&P or Moody's or "A-1" by
         S&P or "P-1" by Moody's.

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating (i) if there
         shall be fewer than three (3) Lenders, 100% of the aggregate Credit
         Exposures of all Lenders on such date, and (ii) if there shall be three
         (3) or more Lenders, more than 50% of the aggregate "Credit Exposures"
         of all the Lenders on such date. For purposes of the preceding
         sentence, the amount of the "Credit Exposure" of each Lender shall be
         equal at all times (a) other than following the occurrence and during
         the continuance of an Event of Default, to the sum of its Revolving
         Credit Commitment, and (b) following the occurrence and during the
         continuance of an Event of Default, to the sum of (i) the aggregate
         principal amount of such Lender's Applicable Commitment Percentage of
         Revolving Credit Outstandings plus (ii) the amount of such Lender's
         Applicable Commitment Percentage of Letter of Credit Outstandings and
         Swing Line Outstandings; provided that, for the purpose of this
         definition only, (A) if any Lender shall have failed to fund its
         Applicable Commitment Percentage of any Advance, then the Revolving
         Credit Commitment of such Lender shall be deemed reduced by the amount
         it so failed to fund for so long as such failure shall continue and
         such Lender's Credit Exposure attributable to such failure shall be
         deemed held by any Lender making more than its Applicable Commitment
         Percentage of such Advance to the extent it covers such failure, (B) if
         any Lender shall have failed to pay to the Issuing Bank upon demand its
         Applicable Commitment Percentage of any drawing under any Letter of
         Credit resulting in an outstanding Reimbursement Obligation (whether by
         funding its Participation therein or otherwise), such Lender's Credit
         Exposure attributable to all Letter of Credit Outstandings shall be
         deemed to be held by the Issuing Bank until such Lender shall pay such
         deficiency amount to the Issuing Bank together with interest thereon as
         provided in Section 4.9 and (C) if any Lender shall have failed to pay
         to Bank of America on demand its Applicable Commitment Percentage of
         any Swing Line Loan (whether by funding its Participation therein or
         otherwise), such Lender's Credit Exposure attributable to all Swing
         Line Outstandings shall be deemed to be held by Bank of America until
         such Lender shall pay such deficiency amount to Bank of America
         together with interest thereon as provided in Section 4.9.

                  "Reserve Requirement" means, at any time, the maximum rate at
         which reserves (including, without limitation, any marginal, special,
         supplemental, or emergency reserves) are required to be maintained
         under regulations issued from time to time by the Board of Governors of
         the Federal Reserve System (or any successor) by member banks of the
         Federal Reserve System against "Eurocurrency liabilities" (as such term
         is used in Regulation D). Without limiting the effect of the foregoing,
         the Reserve Requirement shall reflect any other reserves required to be
         maintained by such member banks with respect to (i) any category of
         liabilities which includes deposits by reference to which the
         Eurodollar Rate is to be determined, or (ii) any category of extensions
         of credit or other assets which include Eurodollar Rate Loans. The
         Eurodollar Rate shall be adjusted automatically on and as of the
         effective date of any change in the Reserve Requirement.

                  "Restricted Payment" means (a) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of Borrower or any Subsidiary Securities of its Subsidiaries
         (other than those payable or distributable solely to the Borrower or a
         Subsidiary) now or hereafter outstanding, except a dividend payable
         solely in shares of a class of stock to the holders of that class; (b)
         any redemption, conversion, exchange, retirement or similar payment,
         purchase or other acquisition for value, direct or indirect, of any
         shares of any class of stock of Borrower or any of its Subsidiaries
         (other than those payable or distributable solely to the Borrower or a
         Subsidiary) now or hereafter outstanding; (c) any payment made to
         retire, or to obtain the surrender of, any outstanding warrants,

                                       16
<PAGE>

         options or other rights to acquire shares of any class of stock of
         Borrower or any Subsidiary Securities of its Subsidiaries now or
         hereafter outstanding; and (d) any issuance and sale of Subsidiary
         Securities of any Subsidiary of the Borrower (or any option, warrant or
         right to acquire such stock) other than to the Borrower.

                  "Revolving Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to make Revolving Loans to the
         Borrower up to an aggregate principal amount at any one time
         outstanding equal to such Lender's Applicable Commitment Percentage of
         the Total Three Year Commitment or the Total 364 Day Commitment, as the
         case may be.

                  "Revolving Credit Facilities" means the facilities described
         in Sections 2.1(a) and (b) hereof providing for Loans to the Borrower
         by the Lenders in the aggregate principal amount of the Total Revolving
         Credit Commitment.

                  "Revolving Credit Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Revolving Loans
         then outstanding.

                  "Revolving Loan" means any borrowing pursuant to an Advance
         under either of the Revolving Credit Facilities in accordance with
         Section 2.1.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
         McGraw-Hill Companies, Inc.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                           (i) the fair value of its assets (both at fair
                  valuation and at present fair saleable value on an orderly
                  basis) is in excess of the total amount of its liabilities,
                  including Contingent Obligations; and

                           (ii) it is then able and expects to be able to pay
                  its debts as they mature; and

                           (iii) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Stated Three Year Termination Date" means January 6, 2003.

                  "Subsidiary" means any corporation or other entity in which
         more than 50% of its outstanding Voting Securities or more than 50% of
         all equity interests is owned directly or indirectly by the Borrower
         and/or by one or more of the Borrower's Subsidiaries.

                  "Swap Agreement" means one or more agreements between the
         Borrower and any Lender (or any affiliates of a Lender) with respect to
         Indebtedness evidenced by any or all of the Notes, on terms mutually
         acceptable to Borrower and such Person and approved by the Required
         Lenders, which agreements create Rate Hedging Obligations.

                  "Swing Line" means the revolving line of credit established by
         Bank of America in favor of the Borrower pursuant to Section 2.4.

                  "Swing Line Loans" means loans made by Bank of America to the
         Borrower pursuant to Section 2.4.

                  "Swing Line Note" means the promissory note of the Borrower
         evidencing the Swing Line executed and delivered to Bank of America as
         provided in Section 2.3(c) substantially in the form of Exhibit F-3.

                                       17
<PAGE>

                  "Swing Line Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Swing Line Loans
         then outstanding.

                  "Termination Event" means: (i) a "Reportable Event" described
         in Section 4043 of ERISA and the regulations issued thereunder (unless
         the notice requirement has been waived by applicable regulation); or
         (ii) the withdrawal of the Borrower or any ERISA Affiliate from a
         Pension Plan during a plan year in which it was a "substantial
         employer" as defined in Section 4001(a)(2) of ERISA or was deemed such
         under Section 4062(e) of ERISA; or (iii) the termination of a Pension
         Plan, the filing of a notice of intent to terminate a Pension Plan or
         the treatment of a Pension Plan amendment as a termination under
         Section 4041 of ERISA; or (iv) the institution of proceedings to
         terminate a Pension Plan by the PBGC; or (v) any other event or
         condition which would constitute grounds under Section 4042(a) of ERISA
         for the termination of, or the appointment of a trustee to administer,
         any Pension Plan; or (vi) the partial or complete withdrawal of the
         Borrower or any ERISA Affiliate from a Multiemployer Plan; or (vii) the
         imposition of a Lien pursuant to Section 412 of the Code or Section 302
         of ERISA; or (viii) any event or condition which results in the
         reorganization or insolvency of a Multiemployer Plan under Section 4241
         or Section 4245 of ERISA, respectively; or (ix) any event or condition
         which results in the termination of a Multiemployer Plan under Section
         4041A of ERISA or the institution by the PBGC of proceedings to
         terminate a Multiemployer Plan under Section 4042 of ERISA; or (x) any
         event or condition with respect to any Employee Benefit Plan which is
         regulated by any Foreign Benefit Law that results in the termination of
         such Employee Benefit Plan or the revocation of such Employee Benefit
         Plan's authority to operate under the applicable Foreign Benefit Law.

                  "364 Day Commitment" means, with respect to each Lender, the
         obligation of such Lender to make Advances to the Borrower up to an
         aggregate principal amount at any one time outstanding equal to such
         Lender's Applicable Commitment Percentage of the 364 Day Facility.

                  "364 Day Facility" means the revolving credit facility
         providing for Loans of up to the Total 364 Day Commitment to the
         Borrower described in Section 2.1(a).

                  "364 Day Extension Date" means January 5, 2001 and each date
         thereafter, if any, to which the 364 Day Termination Date has been
         extended pursuant to Section 2.6, but in no event later than the Three
         Year Termination Date.

                  "364 Day Loan" means a Loan or Advance made to the Borrower
         pursuant to the 364 Day Facility.

                  "364 Day Notes" means, collectively, the promissory notes of
         the Borrower evidencing Loans executed and delivered to the Lenders as
         provided in Section 2.3(a) hereof substantially in the form attached
         hereto as Exhibit F-1, with appropriate insertions as to amounts, dates
         and names of Lenders.

                  "364 Day Outstandings" means the aggregate outstanding
         principal amount of all 364 Day Loans.

                  "364 Day Termination Date" means the earlier of (i) the 364
         Day Extension Date or (ii) the date of termination of Lenders'
         obligations pursuant to Section 10.1 upon the occurrence of an Event of
         Default, or (iii) such date as the Borrower may voluntarily permanently
         terminate the 364 Day Facility by payment in full of all 364 Day
         Outstandings and interest thereon, or (iv) the occurrence of the Three
         Year Termination Date.

                                       18
<PAGE>
                  "Three Year Commitment" means, with respect to each Lender,
         the obligation of such Lender to make Advances to the Borrower up to an
         aggregate principal amount at any one time outstanding equal to such
         Lender's Applicable Commitment Percentage of the Total Three Year
         Commitment.

                  "Three Year Facility" means the revolving credit facility
         providing for loans of up to the Total Three Year Commitment to the
         Borrower described in Section 2.1(b).

                  "Three Year Loan" means a Loan or Advance made to the Borrower
         pursuant to the Three Year Facility.

                  "Three Year Notes" means, collectively, the promissory notes
         of the Borrower evidencing Three Year Loans executed and delivered to
         the Lenders as provided in Section 2.3(b) hereof substantially in the
         form attached hereto as Exhibit F-2, with appropriate insertions as to
         amounts, dates and names of Lenders.

                  "Three Year Outstandings" means the sum of (i) all outstanding
         Three Year Loans, (ii) Letter of Credit Outstandings, and (iii) Swing
         Line Outstandings, all as at the date of determination.

                  "Three Year Termination Date" means (i) the Stated Three Year
         Termination Date or (ii) such earlier date of termination of Lenders'
         obligations pursuant to Section 10.1 upon the occurrence of an Event of
         Default or (iii) such date as the Borrower may voluntarily permanently
         terminate the Three Year Facility (including the Swing Line Facility)
         by payment in full of all outstanding Three Year Loans (including the
         discharge of all Obligations to the Lenders and Bank of America with
         respect to Letters of Credit, Participations and Swing Line Loans.

                  "Total Letter of Credit Commitment" means an amount not to
         exceed $5,000,000.

                  "Total Revolving Credit Commitment" means the sum of Total 364
         Day Commitment and the Total Three Year Commitment.

                  "Total 364 Day Commitment" means, on any date, a principal
         amount equal to the Maximum Available Amount for the 364 Day Facility
         on such date; provided, however, that the Total 364 Day Commitment
         shall not exceed $25,000,000 and shall be reduced from time to time in
         accordance with Section 2.1(f).

                  "Total Three Year Commitment" means, on any date, a principal
         amount equal to the Maximum Available Amount for the Three Year
         Facility on such date; provided, however, that the Total Three Year
         Commitment shall not exceed $125,000,000, and shall be reduced from
         time to time in accordance with Section 2.1(f).

                  "Transaction Documents" means collectively, the Purchase
         Agreement and all other documents and instruments delivered in
         connection therewith and with the consummation of the MET-Rx Nutrition,
         Inc. Acquisition.

                  "Type" shall mean any type of Loan (i.e., a Base Rate Loan or
         a Eurodollar Rate Loan).

                  "Voting Securities" means shares of capital stock issued by a
         corporation, or equivalent interests in any other Person, the holders
         of which are ordinarily, in the absence of contingencies, entitled to
         vote for the election of directors (or persons performing similar
         functions) of such Person, even if the right so to vote has been
         suspended by the happening of such a contingency.

                                       19
<PAGE>
                  "Year 2000 Compliant" means all computer applications
         (including those affected by information received from its suppliers
         and vendors) that are material to the Borrower's or any of its
         Subsidiaries' business and operations are able to perform properly
         date-sensitive functions involving all dates on and after January 1,
         2000.

         1.2. Rules of Interpretation.

                  (a) All accounting terms not specifically defined herein shall
         have the meanings assigned to such terms and shall be interpreted in
         accordance with GAAP applied on a Consistent Basis.

                  (b) Each term defined in Articles 1, 8 or 9 of the Florida
         Uniform Commercial Code shall have the meaning given therein unless
         otherwise defined herein, except to the extent that the Uniform
         Commercial Code of another jurisdiction is controlling, in which case
         such terms shall have the meaning given in the Uniform Commercial Code
         of the applicable jurisdiction.

                  (c) The headings, subheadings and table of contents used
         herein or in any other Loan Document are solely for convenience of
         reference and shall not constitute a part of any such document or
         affect the meaning, construction or effect of any provision thereof.

                  (d) Except as otherwise expressly provided, references in any
         Loan Document to articles, sections, paragraphs, clauses, annexes,
         appendices, exhibits and schedules are references to articles,
         sections, paragraphs, clauses, annexes, appendices, exhibits and
         schedules in or to such Loan Document.

                  (e) All definitions set forth herein or in any other Loan
         Document shall apply to the singular as well as the plural form of such
         defined term, and all references to the masculine gender shall include
         reference to the feminine or neuter gender, and vice versa, as the
         context may require.

                  (f) When used herein or in any other Loan Document, words such
         as "hereunder", "hereto", "hereof" and "herein" and other words of like
         import shall, unless the context clearly indicates to the contrary,
         refer to the whole of the applicable document and not to any particular
         article, section, subsection, paragraph or clause thereof.

                  (g) References to "including" means including without limiting
         the generality of any description preceding such term, and for purposes
         hereof the rule of ejusdem generis shall not be applicable to limit a
         general statement, followed by or referable to an enumeration of
         specific matters, to matters similar to those specifically mentioned.

                  (h) Except as otherwise expressly provided, all dates and
         times of day specified herein shall refer to such dates and times at
         Charlotte, North Carolina.

                  (i) Whenever interest rates or fees are established in whole
         or in part by reference to a numerical percentage expressed as "___%",
         such arithmetic expression shall be interpreted in accordance with the
         convention that 1% = 100 basis points.

                  (j) Each of the parties to the Loan Documents and their
         counsel have reviewed and revised, or requested (or had the opportunity
         to request) revisions to, the Loan Documents, and any rule of
         construction that ambiguities are to be resolved against the drafting
         party shall be inapplicable in the construing and interpretation of the
         Loan Documents and all exhibits, schedules and appendices thereto.

                                       20
<PAGE>

                  (k) Any reference to an officer of the Borrower or any other
         Person by reference to the title of such officer shall be deemed to
         refer to each other officer of such Person, however titled, exercising
         the same or substantially similar functions.

                  (l) All references to any agreement or document as amended,
         modified or supplemented, or words of similar effect, shall mean such
         document or agreement, as the case may be, as amended, modified or
         supplemented from time to time only as and to the extent permitted
         therein and in the Loan Documents.

         1.3. Accounting Principles. If any change after the Closing Date in
GAAP as in effect on the Closing Date shall result in a change in any
calculation required to determine compliance with any provision contained in
this Agreement, the Borrower and the Lenders shall negotiate in good faith to
amend such provision in a manner to reflect such change such that the
determination of compliance with such provision shall yield the same substantive
result as would have obtained prior to such change in GAAP. Until such an
amendment is entered into, covenants shall be calculated in accordance with GAAP
as in effect immediately preceding such change.


                                   ARTICLE II

                              The Credit Facilities

         2.1. Revolving Loans.

                  (a) 364 Day Facility. Subject to the terms and conditions of
         this Agreement, each Lender severally agrees to make Advances to the
         Borrower, from time to time from the Closing Date until the 364 Day
         Termination Date on a pro rata basis as to the total borrowing
         requested by the Borrower under the 364 Day Facility on any day
         determined by its Applicable Commitment Percentage with respect to the
         364 Day Facility up to but not exceeding the 364 Day Commitment of such
         Lender, provided, however, that the Lenders will not be required and
         shall have no obligation to make any Advance (i) so long as a Default
         or an Event of Default has occurred and is continuing or (ii) if the
         Administrative Agent, in accordance with the terms of this Agreement,
         has accelerated the maturity of the Notes as a result of an Event of
         Default; provided further, however, that immediately after giving
         effect to each Advance, the 364 Day Outstandings shall not exceed the
         Total 364 Day Commitment. Within such limits, the Borrower may borrow,
         repay and reborrow hereunder, on a Business Day from the Closing Date
         until, but (as to borrowings and reborrowings) not including, the 364
         Day Termination Date; provided, however, that (x) no Eurodollar Loan
         shall be made which has an Interest Period that extends beyond the 364
         Day Termination Date and (y) each Eurodollar Loan may, subject to the
         provisions of Section 4.2, be repaid only on the last day of the
         Interest Period with respect thereto unless such payment is accompanied
         by the additional payment, if any, required by Section 5.5. The
         Borrower agrees that if at any time the 364 Day Outstandings shall
         exceed the Total 364 Day Commitment, the Borrower shall immediately
         reduce the outstanding principal amount of the 364 Day Loans such that,
         as a result of such reduction, the 364 Day Outstandings shall not
         exceed the Total 364 Day Commitment.

                  (b) Three Year Facility. Subject to the terms and conditions
         of this Agreement, each Lender severally agrees to make Advances to the
         Borrower under the Three Year Facility from time to time from the
         Closing Date until the Three Year Termination Date on a pro rata basis
         as to the total borrowing requested by the Borrower on any day
         determined by such Lender's Applicable Commitment Percentage with
         respect to the Three Year Facility up to but not exceeding the Three
         Year Commitment of such Lender, provided, however, that the Lenders
         will not be required and shall have no obligation to make any such
         Advance (i) so long as a Default or an Event of Default has occurred

                                       21
<PAGE>

         and is continuing or (ii) if the Administrative Agent has accelerated
         the maturity of any of the Notes as a result of an Event of Default;
         provided further, however, that immediately after giving effect to each
         such Advance, the amount of Three Year Outstandings plus Letter of
         Credit Outstandings plus Swing Line Outstandings shall not exceed the
         Total Three Year Commitment. Within such limits and subject to the
         other terms and conditions of this Agreement, the Borrower may borrow,
         repay and reborrow under the Three Year Facility on a Business Day from
         the Closing Date until, but (as to borrowings and reborrowings) not
         including, the Three Year Termination Date; provided, however, that (x)
         no Eurodollar Loan shall be made which has an Interest Period that
         extends beyond the Three Year Termination Date and (y) each Eurodollar
         Loan may, subject to the provisions of Section 4.2, be repaid only on
         the last day of the Interest Period with respect thereto unless such
         payment is accompanied by the additional payment, if any, required by
         Section 5.5. The Borrower agrees that if at any time the Three Year
         Outstandings shall exceed the Total Three Year Commitment, the Borrower
         shall immediately reduce the outstanding principal amount of the Three
         Year Loans such that, as a result of such reduction, the Three Year
         Outstandings shall not exceed the Total Three Year Commitment.

                  (c) Amounts. (i) Except as otherwise permitted by the Lender
         from time to time, the amount of 364 Day Outstandings shall not exceed
         at any time the 364 Day Commitment, and in the event there shall be
         outstanding any such excess, the Borrower shall immediately make such
         payments and prepayments as shall be necessary to comply with the
         restriction. Each Advance under the 364 Day Facility shall be in an
         amount of at least $2,500,000, and, if greater than $2,500,000, an
         integral multiple of $500,000, or an amount equal to the then entire
         remaining amount available under the 364 Day Facility.

                  (ii) Except as otherwise permitted by the Lenders from time to
         time, the amount of Three Year Outstandings plus Letter of Credit
         Outstandings plus Swing Line Outstandings shall not exceed at any time
         the Total Three Year Commitment, and, in the event there shall be
         outstanding any such excess, the Borrower shall immediately make such
         payments and prepayments as shall be necessary to comply with this
         restriction. At no time shall the outstanding principal amount of Swing
         Line Loans exceed $5,000,000. Each Advance under the Three Year
         Facility, other than Base Rate Refunding Loans, shall be in an amount
         of at least $2,500,000, and, if greater than $2,500,000, an integral
         multiple of $500,000, or an amount equal to the then entire remaining
         amount available under the Three Year Facility.

                  (d) Advances. (i) An Authorized Representative shall give the
         Administrative Agent (1) at least three (3) Business Days' irrevocable
         telephonic notice of each Eurodollar Rate Loan (whether representing an
         additional borrowing or the Continuation of a borrowing hereunder or
         the Conversion of a borrowing hereunder from a Base Rate Loan to a
         Eurodollar Rate Loan) prior to 11:30 A.M. and (2) irrevocable
         telephonic notice of each Base Rate Loan (other than Base Rate
         Refunding Loans to the extent the same are effected without notice
         pursuant to Section 2.1(d)(iii) and whether representing an additional
         borrowing hereunder or the Conversion of borrowing hereunder from
         Eurodollar Rate Loans to Base Rate Loans) prior to 11:30 A.M. on the
         day of such proposed Revolving Loan. Each such notice shall be
         effective upon receipt by the Administrative Agent, shall specify the
         amount of the borrowing, the Revolving Credit Facility under which it
         is requested, the Type of Revolving Loan (Base Rate or Eurodollar
         Rate), the date of borrowing and, if a Eurodollar Rate Loan, the
         Interest Period to be used in the computation of interest. The
         Authorized Representative shall provide the Administrative Agent
         written confirmation of each such telephonic notice in the form of a
         Borrowing Notice in the form of Exhibit D-1 or Interest Rate Selection
         Notice (as applicable) with appropriate insertions but failure to
         provide such confirmation shall not affect the validity of such
         telephonic notice. Notice of receipt of such Borrowing Notice or
         Interest Rate Selection Notice, as the case may be, together with the
         amount of each Lender's portion of an Advance requested thereunder,
         shall be provided by the Administrative Agent to each Lender by
         telefacsimile transmission with reasonable promptness, but (provided

                                       22
<PAGE>

         the Administrative Agent shall have received such notice by 11:30 A.M.)
         not later than 1:00 P.M. on the same day as the Administrative Agent's
         receipt of such notice.

                  (ii) Not later than 2:00 P.M. on the date specified for each
         borrowing under this Section 2.1, each Lender shall, pursuant to the
         terms and subject to the conditions of this Agreement, make the amount
         of the Advance or Advances to be made by it on such day available by
         wire transfer to the Administrative Agent in the amount of its pro rata
         share, determined according to such Lender's Applicable Commitment
         Percentage of the Revolving Loan or Revolving Loans to be made on such
         day. Such wire transfer shall be directed to the Administrative Agent
         at the Principal Office and shall be in the form of Dollars
         constituting immediately available funds. The amount so received by the
         Administrative Agent shall, subject to the terms and conditions of this
         Agreement, be made available to the Borrower by delivery of the
         proceeds thereof to the Borrower's Account or otherwise as shall be
         directed in the applicable Borrowing Notice by the Authorized
         Representative and reasonably acceptable to the Administrative Agent.

                  (iii) Notwithstanding the foregoing, if a drawing is made
         under any Letter of Credit, such drawing is honored by the Issuing
         Bank, and the Borrower shall not immediately fully reimburse the
         Issuing Bank in respect of such drawing from other funds available to
         the Borrower, (A) provided that the conditions to making a Revolving
         Loan as herein provided shall then be satisfied, the Reimbursement
         Obligation arising from such drawing shall be paid to the Issuing Bank
         by the Administrative Agent without the requirement of notice to or
         from the Borrower from immediately available funds which shall be
         advanced as a Base Rate Refunding Loan to the Administrative Agent at
         its Principal Office by each Lender under the Three Year Facility in an
         amount equal to such Lender's Applicable Commitment Percentage of such
         Reimbursement Obligation, and (B) if the conditions to making a
         Revolving Loan as herein provided shall not then be satisfied, each of
         the Lenders shall fund by payment to the Administrative Agent (for the
         benefit of the Issuing Bank) at its Principal Office in immediately
         available funds the purchase from the Issuing Bank of their respective
         Participations in the related Reimbursement Obligation based on their
         respective Applicable Commitment Percentages of the Total Letter of
         Credit Commitment. If a drawing is presented under any Letter of Credit
         in accordance with the terms thereof and the Borrower shall not
         immediately reimburse the Issuing Bank in respect thereof, then notice
         of such drawing or payment shall be provided promptly by the Issuing
         Bank to the Administrative Agent and the Administrative Agent shall
         provide notice to each Lender by telephone or telefacsimile
         transmission. If notice to the Lenders of a drawing under any Letter of
         Credit is given by the Administrative Agent at or before 12:00 noon on
         any Business Day, each Lender shall either make a Base Rate Refunding
         Loan or fund the purchase of its Participation as specified above in
         the amount of such Lender's Applicable Commitment Percentage of such
         drawing or payment and shall pay such amount to the Administrative
         Agent for the account of the Issuing Bank at the Principal Office in
         Dollars and in immediately available funds before 2:30 P.M. on the same
         Business Day. If such notice to the Lenders is given by the
         Administrative Agent after 12:00 noon on any Business Day, each Lender
         shall either make such Base Rate Refunding Loan or fund such purchase
         before 12:00 noon on the next following Business Day.

                  (e) Repayment of Revolving Loans. The principal amount of each
         364 Day Loan and each Three Year Loan shall be due and payable to the
         Administrative Agent for the benefit of each Lender in full on the 364
         Day Termination Date, in the case of 364 Day Loans, and on the Three
         Year Termination Date, in the case of Three Year Loans, or earlier as
         specifically provided herein. The principal amount of any Revolving
         Loan may be prepaid in whole or in part on any Business Day, upon (A)
         at least three (3) Business Days' irrevocable telephonic notice in the
         case of each Revolving Loan that is a Eurodollar Rate Loan from an
         Authorized Representative (effective upon receipt) to the
         Administrative Agent prior to 11:30 A.M. and (B) irrevocable telephonic
         notice in the case of each Revolving Loan that is a Base Rate Loan from

                                       23
<PAGE>

         an Authorized Representative (effective upon receipt) to the
         Administrative Agent prior to 10:30 A.M. on the day of such proposed
         repayment. The Authorized Representative shall provide the
         Administrative Agent written confirmation of each such telephonic
         notice but failure to provide such confirmation shall not effect the
         validity of such telephonic notice. All prepayments of 364 Day Loans
         made by the Borrower shall be in the amount of $2,500,000 or such
         greater amount which is an integral multiple of $500,000, or the amount
         equal to all 364 Day Outstandings, or such other amount as necessary to
         comply with Section 2.1(c). All prepayments of Three Year Loans made by
         the Borrower shall be in the amount of $2,500,000 or such greater
         amount which is an integral multiple of $500,000, or the amount equal
         to all Three Year Outstandings, or such other amount as necessary to
         comply with Section 2.1(c). All prepayments of Revolving Loans shall be
         applied first to the payment of Three Year Outstandings and second to
         the payment of 364 Day Outstandings.

                  (f) Reductions. The Borrower shall, by notice from an
         Authorized Representative, have the right from time to time but not
         more frequently than once each calendar month, upon not less than three
         (3) Business Days' written notice to the Administrative Agent,
         effective upon receipt, to reduce either the Total 364 Day Commitment
         or the Total Three Year Commitment, or both; provided, however, that
         any prepayments of Revolving Loans as a result of such reductions shall
         be used first to reduce the Three Year Facility and second to reduce
         the 364 Day Facility. The Administrative Agent shall give each Lender,
         within one (1) Business Day of receipt of such notice, telefacsimile
         notice, or telephonic notice (confirmed in writing), of such reduction.
         Each such reduction shall be in the aggregate amount of $1,000,000 or
         such greater amount which is in an integral multiple of $1,000,000, or
         the remaining Total 364 Day Commitment or Total Three Year Commitment,
         as the case may be, and shall permanently reduce the Total 364 Day
         Commitment or Total Three Year Commitment, as the case may be. Each
         reduction of the Total 364 Day Commitment shall be accompanied by
         payment of the 364 Day Loans to the extent that the principal amount of
         364 Day Loans exceeds the Total 364 Day Commitment after giving effect
         to such reduction, together with accrued and unpaid interest on the
         amount prepaid. Each reduction of the Total Three Year Commitment shall
         be accompanied by payment of Three Year Loans to the extent the Three
         Year Outstandings plus Letter of Credit Outstandings plus Swing Line
         Outstandings exceeds the Total Three Year Commitment after giving
         effect to such reduction, together with accrued and unpaid interest on
         the amounts prepaid.

         2.2. Use of Proceeds. The proceeds of the Loans made pursuant to the
Revolving Credit Facility hereunder shall be used by the Borrower (i) to pay the
approximately $108,000,000 purchase price for MET-Rx Nutrition, Inc. Acquisition
(consisting of approximately $77,500,000 for the acquisition of the capital
stock of the Acquired Company and approximately $30,500,000 for the prepayment
of Existing Indebtedness) pursuant to the Transaction Documents, (ii) to pay
fees and expenses incurred by the Borrower in connection with the MET-Rx
Nutrition, Inc. Acquisition and (iii) for general working capital needs and
other corporate purposes, including the making of Acquisitions and Capital
Expenditures permitted hereunder.

         2.3. Notes.

                  (a) 364 Day Notes. 364 Day Loans made by each Lender shall be
         evidenced by the 364 Day Note payable to the order of such Lender in
         the respective amount of its Applicable Commitment Percentage of the
         Total 364 Day Commitment, which 364 Day Note shall be dated the Closing
         Date or a later date pursuant to an Assignment and Acceptance and shall
         be duly completed, executed and delivered by the Borrower.

                  (b) Three Year Notes. Three Year Loans made by each Lender
         shall be evidenced by the Three Year Note payable to the order of such
         Lender in the respective amount of its Applicable Commitment Percentage
         of the Total Three Year Commitment, which Three Year Note shall be

                                       24
<PAGE>
         dated the Closing Date or a later date pursuant to an Assignment and
         Acceptance and shall be duly completed, executed and delivered by the
         Borrower.

                  (c) Swing Line Note. The Swing Line Outstandings shall be
         evidenced by a separate Swing Line Note payable to the order of the
         Bank of America in the amount of the Swing Line, which Note shall be
         dated the Closing Date and shall be duly completed, executed and
         delivered by the Borrower.

         2.4. Swing Line.

                  (a) Notwithstanding any other provision of this Agreement to
         the contrary, in order to administer the Three Year Facility in an
         efficient manner and to minimize the transfer of funds between the
         Administrative Agent and the Lenders, Bank of America shall make
         available Swing Line Loans to the Borrower prior to the Three Year
         Termination Date. Bank of America shall not be obligated to make any
         Swing Line Loan pursuant hereto (i) if to the actual knowledge of Bank
         of America the Borrower is not in compliance with all the conditions to
         the making of Revolving Loans set forth in this Agreement, (ii) if
         after giving effect to such Swing Line Loan, the Swing Line
         Outstandings exceed $5,000,000, or (iii) if after giving effect to such
         Swing Line Loan, the sum of the Swing Line Outstandings, Three Year
         Outstandings and Letter of Credit Outstandings exceeds the Total Three
         Year Commitment. The Company may, subject to the conditions set forth
         in the preceding sentence, borrow, repay and reborrow under this
         Section 2.4. Unless notified to the contrary by Bank of America,
         borrowings under the Swing Line shall be made in the minimum amount of
         $100,000 or, if greater, in amounts which are integral multiples of
         $100,000, or in the amount necessary to effect a Base Rate Refunding
         Loan, upon written request by telefacsimile transmission, effective
         upon receipt, by an Authorized Representative of the Borrower made to
         Bank of America not later than 12:30 P.M. on the Business Day of the
         requested borrowing. Each such Borrowing Notice shall specify the
         amount of the borrowing and the date of borrowing, and shall be in the
         form of Exhibit D-2, with appropriate insertions. Unless notified to
         the contrary by Bank of America, each repayment of a Swing Line Loan
         shall be in an amount which is an integral multiple of $100,000 or the
         aggregate amount of all Swing Line Outstandings.

                  (b) The interest payable on Swing Line Loans is solely for the
         account of Bank of America. Swing Line Loans shall bear interest solely
         at the Base Rate. Swing Line Loans shall accrue interest (including
         interest at the Default Rate on certain conditions), and all accrued
         and unpaid interest on Swing Line Loans shall be payable, on the dates
         and in the manner provided in Sections 4.3 with respect to interest on
         Base Rate Loans.

                  (c) Upon the making of a Swing Line Loan, each Lender shall be
         deemed to have purchased from Bank of America a Participation therein
         in an amount equal to that Lender's Applicable Commitment Percentage of
         such Swing Line Loan. Upon demand made by Bank of America, each Lender
         shall, according to its Applicable Commitment Percentage of such Swing
         Line Loan, promptly provide to Bank of America its purchase price
         therefor in an amount equal to its Participation therein. Any Advance
         made by a Lender pursuant to demand of Bank of America of the purchase
         price of its Participation shall when made be deemed to be (i) provided
         that the conditions to making Revolving Loans shall be satisfied, a
         Base Rate Refunding Loan under Section 2.1(b), and (ii) in all other
         cases, the funding by each Lender of the purchase price of its
         Participation in such Swing Line Loan. The obligation of each Lender to
         so provide its purchase price to Bank of America shall be absolute and
         unconditional and shall not be affected by the occurrence of an Event
         of Default or any other occurrence or event.

                  The Borrower, at its option and subject to the terms hereof,
         may request an Advance pursuant to Section 2.1(b) in an amount
         sufficient to repay Swing Line Outstandings on any date and the
         Administrative Agent shall provide from the proceeds of such Advance to
         Bank of America the amount necessary to repay such Swing Line

                                       25
<PAGE>

         Outstandings (which Bank of America shall then apply to such repayment)
         and credit any balance of the Advance in immediately available funds in
         the manner directed by the Borrower pursuant to Section 2.1(d)(ii). The
         proceeds of such Advances shall be paid to Bank of America for
         application to the Swing Line Outstandings and the Lenders shall then
         be deemed to have made Loans in the amount of such Advances. The Swing
         Line shall continue in effect until the Three Year Termination Date, at
         which time all Swing Line Outstandings and accrued interest thereon
         shall be due and payable in full.

         2.5. Facility Increase. The Borrower has requested that BAS use its
best efforts to arrange for additional commitments in order to increase the
Maximum Available Amount with respect to the Revolving Credit Facilities from
$115,000,000 to $150,000,000 and in order to facilitate such increase Bank of
America and the Borrower have established the Total Revolving Credit Commitment
at $150,000,000 (consisting of a Maximum Available Amount with respect to the
364 Day Facility of $25,000,000 and with respect to the Three Year Facility of
$125,000,000). In the event that there shall be additional Persons which shall
elect to become Lenders hereunder, Bank of America and the Borrower agree as
follows:

                  (a) The first $75,000,000 of additional commitments shall be
         applied to reduce the Revolving Credit Commitment of Bank of America on
         a pro rata basis between its 364 Day Commitment and its Three Year
         Commitment;

                  (b) the next $35,000,000 of additional commitments shall be
         used to increase the Maximum Available Amount to $150,000,000
         (consisting of a Maximum Available Amount with respect to the 364 Day
         Facility of $25,000,000 and a Maximum Available Amount with respect to
         the Three Year Facility of $125,000,000);

                  (c) any additional commitments originated by BAS in excess of
         $110,000,000 may be used to further reduce the Revolving Credit
         Commitment of Bank of America.

                  The addition of Lenders shall be accomplished by assignments
         made by Bank of America pursuant to Section 12.1 hereof.

         2.6. 364 Day Facility Extension.

                  (a) With the consent of the Lenders (the "Consenting Lenders")
         having sixty-six and two-thirds percent (66-2/3%) or more of the
         aggregate Credit Exposures of all Lenders (any Lender not so consenting
         being referred to as a "Non-Consenting Lender"), at each 364 Day
         Extension Date the Borrower can elect to extend the 364 Day Termination
         Date for an additional period of 364 days commencing on such 364 Day
         Extension Date; provided, however, that in no event shall the 364 Day
         Termination Date be extended beyond the Three Year Termination Date.

                  (b) The Borrower shall notify the Lenders of its request for
         such an extension by delivering to the Administrative Agent notice of
         such request signed by an Authorized Representative not more than
         seventy-five (75) days nor less than forty-five (45) days prior to the
         applicable 364 Day Extension Date. Notice of receipt of such request
         shall be provided by the Administrative Agent to the Lenders. The
         Administrative Agent shall notify the Borrower in writing not later
         than thirty (30) days nor more than forty-five (45) days prior to the
         applicable 364 Day Extension Date of the decision of the Lenders.
         Failure by any Lender to respond to a request for an extension shall
         constitute a refusal of such Lender to give its consent to such
         extension. Failure by the Administrative Agent to give such notice to
         the Borrower as a result of not receiving the consent of Lenders having
         sixty-six and two-thirds percent (66-2/3%) or more of the aggregate
         Credit Exposures of all Lenders to such extension shall constitute
         refusal by the Lenders to extend the 364 Day Termination Date.


                                       26
<PAGE>

                  (c) If less than all of the Lenders consent to any such
         request which has been approved pursuant to subsection (a) of this
         Section 2.6, the Borrower shall arrange not less than fifteen (15) days
         prior to the 364 Day Termination Date (the "Replacement Lender Date")
         for one or more Consenting Lenders, or for one or more other banks or
         financial institutions complying with the requirements set forth in
         Section 12.1 and constituting an Eligible Assignee (any of the
         foregoing referred to as an "Assuming Lender"), as of the 364 Day
         Extension Date to effect an assignment of all of the 364 Day Commitment
         of one or more Non-Consenting Lenders for a purchase price equal to the
         aggregate principal balance of 364 Day Loans then owing to the
         Non-Consenting Lender, plus accrued interest and fees owing to the
         Non-Consenting Lender, as well as any amounts payable under Section
         5.5. The Borrower shall deliver written notice to the Administrative
         Agent and each Consenting Lender of such arrangement with any Assuming
         Lender not less than fifteen (15) days prior to the 364 Day Termination
         Date.

                  (d) On each 364 Day Extension Date, each Assuming Lender shall
         become a Lender for all purposes under this Agreement and the other
         Loan Documents without any further acknowledgment by or the consent of
         the other Lenders; provided, however, that the Administrative Agent
         shall have received not less than ten (10) days prior to such 364 Day
         Extension Date an Assignment and Acceptance, effective as of such 364
         Day Extension Date, from each Assuming Lender duly executed by such
         Assuming Lender and the applicable Non-Consenting Lender with respect
         to the 364 Day Facility. The Total 364 Day Commitment on the 364 Day
         Extension Date shall be equal to the sum, without duplication, of the
         364 Day Commitments of each Assuming Lender and each Consenting Lender.

                  (e) If on any 364 Day Extension Date the Borrower has not so
         elected to extend the 364 Day Termination Date then in effect, or if
         Consenting Lenders with sufficient Credit Exposures have not consented
         to such extension, or if the Borrower shall not have satisfied
         requirements of clause (c) of this Section 2.6 with respect to
         Non-Consenting Lenders, then as of such 364 Day Termination Date, (i)
         the Total 364 Day Commitment shall be reduced to zero, and (ii) all 364
         Day Outstandings shall be due and payable in full.


                                   ARTICLE III

                                Letters of Credit

        3.1. Letters of Credit. The Issuing Bank agrees, subject to the terms
and conditions of this Agreement, upon request of the Borrower to issue from
time to time for the account of the Borrower Letters of Credit upon delivery to
the Issuing Bank of an Application and Agreement for Letter of Credit relating
thereto in form and content acceptable to the Issuing Bank; provided, that (i)
the Issuing Bank shall not be obligated to issue (or renew) any Letter of Credit
if it has been notified by the Administrative Agent or has actual knowledge that
a Default or Event of Default has occurred and is continuing, (ii) the Letter of
Credit Outstandings shall not exceed the Total Letter of Credit Commitment and
(iii) no Letter of Credit shall be issued (or renewed) if, after giving effect
thereto, Letter of Credit Outstandings plus Three Year Outstandings plus Swing
Line Outstandings shall exceed the Total Three Year Commitment. No Letter of
Credit shall have an expiry date (including all rights of the Borrower or any
beneficiary named in such Letter of Credit to require renewal) or payment date
occurring later than the earlier to occur of one year after the date of its
issuance or the seventh Business Day prior to the Stated Three Year Termination
Date.

         3.2. Reimbursement and Participations.

                  (a) The Borrower hereby unconditionally agrees to pay to the
         Issuing Bank immediately on demand at the Principal Office all amounts
         required to pay all drafts drawn or purporting to be drawn under the
         Letters of Credit and all reasonable expenses incurred by the Issuing

                                       27
<PAGE>

         Bank in connection with the Letters of Credit, and in any event and
         without demand to place in possession of the Issuing Bank (which shall
         include Advances under the Three Year Facility if permitted by Section
         2.1 and Swing Line Loans if permitted by Section 2.4) sufficient funds
         to pay all debts and liabilities arising under any Letter of Credit.
         The Issuing Bank agrees to give the Borrower prompt notice of any
         request for a draw under a Letter of Credit. The Issuing Bank may
         charge any account the Borrower may have with it for any and all
         amounts the Issuing Bank pays under a Letter of Credit, plus charges
         and reasonable expenses as from time to time agreed to by the Issuing
         Bank and the Borrower; provided that to the extent permitted by Section
         2.1(d)(iii) and Section 2.4, amounts shall be paid pursuant to Advances
         under the Three Year Facility or, if the Borrower shall elect, by Swing
         Line Loans. The Borrower agrees to pay the Issuing Bank interest on any
         Reimbursement Obligations not paid when due hereunder at the Default
         Rate.

                  (b) In accordance with the provisions of Section 2.1(d), the
         Issuing Bank shall notify the Administrative Agent of any drawing under
         any Letter of Credit promptly following the receipt by the Issuing Bank
         of such drawing.

                  (c) Each Lender (other than the Issuing Bank) shall
         automatically acquire on the date of issuance thereof, a Participation
         in the liability of the Issuing Bank in respect of each Letter of
         Credit in an amount equal to such Lender's Applicable Commitment
         Percentage of such liability, and to the extent that the Borrower is
         obligated to pay the Issuing Bank under Section 3.2(a), each Lender
         (other than the Issuing Bank) thereby shall absolutely, unconditionally
         and irrevocably assume, and shall be unconditionally obligated to pay
         to the Issuing Bank, its Applicable Commitment Percentage of the
         liability of the Issuing Bank under such Letter of Credit in the manner
         and with the effect provided in Section 2.1(d)(iii).

                  (d) Simultaneously with the making of each payment by a Lender
         to the Issuing Bank pursuant to Section 2.1(d)(iii)(B), such Lender
         shall, automatically and without any further action on the part of the
         Issuing Bank or such Lender, acquire a Participation in an amount equal
         to such payment (excluding the portion thereof constituting interest
         accrued prior to the date the Lender made its payment) in the related
         Reimbursement Obligation of the Borrower. Each Lender's obligation to
         make payment to the Administrative Agent for the account of the Issuing
         Bank pursuant to Section 2.1(d)(iii) and Section 3.2(c), and the right
         of the Issuing Bank to receive the same, shall be absolute and
         unconditional, shall not be affected by any circumstance whatsoever and
         shall be made without any offset, abatement, withholding or reduction
         whatsoever. In the event the Lenders have purchased Participations in
         any Reimbursement Obligation as set forth above, then at any time
         payment (in fully collected, immediately available funds) of such
         Reimbursement Obligation, in whole or in part, is received by the
         Issuing Bank from the Borrower, the Issuing Bank shall promptly pay to
         each Lender an amount equal to its Applicable Commitment Percentage of
         such payment from the Borrower.

                  (e) Promptly following the end of each calendar quarter, the
         Issuing Bank shall deliver to the Administrative Agent a notice
         describing the aggregate undrawn amount of all Letters of Credit at the
         end of such quarter. Upon the request of any Lender from time to time,
         the Issuing Bank shall deliver to the Administrative Agent, and the
         Administrative Agent shall deliver to such Lender, any other
         information reasonably requested by such Lender with respect to each
         Letter of Credit outstanding.

                  (f) The issuance by the Issuing Bank of each Letter of Credit
         shall, in addition to the conditions precedent set forth in Article VI,
         be subject to the conditions that such Letter of Credit be in such form
         and contain such terms as shall be reasonably satisfactory to the
         Issuing Bank consistent with the then current practices and procedures
         of the Issuing Bank with respect to similar letters of credit, and the

                                       28
<PAGE>

         Borrower shall have executed and delivered such other instruments and
         agreements relating to such Letters of Credit as the Issuing Bank shall
         have reasonably requested consistent with such practices and procedures
         and shall not be in conflict with any of the express terms herein
         contained. All Letters of Credit shall be issued pursuant to and
         subject to the Uniform Customs and Practice for Documentary Credits,
         1993 revision, International Chamber of Commerce Publication No. 500
         or, if the Issuing Bank shall elect by express reference in an affected
         Letter of Credit, the International Chamber of Commerce International
         Standby Practices commonly referred to as "ISP98", or any subsequent
         amendment or revision of either thereof.

                  (g) The Borrower agrees that the Issuing Bank may, in its sole
         discretion, accept or pay, as complying with the terms of any Letter of
         Credit, any drafts or other documents otherwise in order which may be
         signed or issued by an administrator, executor, trustee in bankruptcy,
         debtor in possession, assignee for the benefit of creditors,
         liquidator, receiver, attorney in fact or other legal representative of
         a party who is authorized under such Letter of Credit to draw or issue
         any drafts or other documents.

                  (h) Without limiting the generality of the provisions of
         Section 12.9, the Borrower hereby agrees to indemnify and hold harmless
         the Issuing Bank, each other Lender and the Administrative Agent from
         and against any and all claims and damages, losses, liabilities,
         reasonable costs and expenses which the Issuing Bank, such other Lender
         or the Administrative Agent may incur (or which may be claimed against
         the Issuing Bank, such other Lender or the Administrative Agent) by any
         Person by reason of or in connection with the issuance or transfer of
         or payment or failure to pay under any Letter of Credit; provided that
         the Borrower shall not be required to indemnify the Issuing Bank, any
         other Lender or the Administrative Agent for any claims, damages,
         losses, liabilities, costs or expenses to the extent, but only to the
         extent, (i) caused by the willful misconduct or gross negligence of the
         party to be indemnified or (ii) caused by the failure of the Issuing
         Bank to pay under any Letter of Credit after the presentation to it of
         a request for payment strictly complying with the terms and conditions
         of such Letter of Credit, unless such payment is prohibited by any law,
         regulation, court order or decree. The indemnification and hold
         harmless provisions of this Section 3.2(h) shall survive repayment of
         the Obligations, occurrence of the Facility Termination Date and
         expiration or termination of this Agreement.

                  (i) Without limiting Borrower's rights as set forth in Section
         3.2(h), the obligation of the Borrower to immediately reimburse the
         Issuing Bank for drawings made under Letters of Credit and the Issuing
         Bank's right to receive such payment shall be absolute, unconditional
         and irrevocable, and such obligations of the Borrower shall be
         performed strictly in accordance with the terms of this Agreement and
         such Letters of Credit and the related Application and Agreement for
         any Letter of Credit, under all circumstances whatsoever, including the
         following circumstances:

                           (i) any lack of validity or enforceability of the
                  Letter of Credit, the obligation supported by the Letter of
                  Credit or any other agreement or instrument relating thereto
                  (collectively, the "Related LC Documents");

                           (ii) any amendment or waiver of or any consent to or
                  departure from all or any of the Related LC Documents;

                           (iii) the existence of any claim, setoff, defense
                  (other than the defense of payment in accordance with the
                  terms of this Agreement) or other rights which the Borrower
                  may have at any time against any beneficiary or any transferee
                  of a Letter of Credit (or any persons or entities for whom any
                  such beneficiary or any such transferee may be acting), the
                  Administrative Agent, the Lenders or any other Person, whether
                  in connection with the Loan Documents, the Related LC
                  Documents or any unrelated transaction;

                                       29
<PAGE>

                           (iv) any breach of contract or other dispute between
                  the Borrower and any beneficiary or any transferee of a Letter
                  of Credit (or any persons or entities for whom such
                  beneficiary or any such transferee may be acting), the
                  Administrative Agent, the Lenders or any other Person;

                           (v) any draft, statement or any other document
                  presented under the Letter of Credit proving to be forged,
                  fraudulent, invalid or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect
                  whatsoever;

                           (vi) any delay, extension of time, renewal,
                  compromise or other indulgence or modification granted or
                  agreed to by the Administrative Agent, with or without notice
                  to or approval by the Borrower in respect of any of Borrower's
                  Obligations under this Agreement; or

                           (vii) any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing.


                                   ARTICLE IV

                Eurodollar Funding, Fees, and Payment Conventions

         4.1. Interest Rate Options. Eurodollar Rate Loans and Base Rate Loans
may be outstanding at the same time and, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower shall have the
option to elect the Type of Loan and the duration of the initial and any
subsequent Interest Periods and to Convert Revolving Loans in accordance with
Sections 2.1(d)(i) and 4.2, as applicable; provided, however, (a) there shall
not be outstanding at any one time Eurodollar Rate Loans having more than six
(6) different Interest Periods, (b) each Eurodollar Rate Loan (including each
Conversion into and each Continuation as a Eurodollar Rate Loan) shall be in an
amount of $2,500,000 or, if greater than $2,500,000, an integral multiple of
$500,000, and (c) no Eurodollar Rate Loan shall have an Interest Period that
extends beyond the 364 Day Termination Date in the case of a 364 Day Loan or the
Stated Three Year Termination Date in the case of a Three Year Loan. If the
Administrative Agent does not receive a Borrowing Notice or an Interest Rate
Selection Notice giving notice of election of the duration of an Interest Period
or of Conversion of any Loan to or Continuation of a Loan as a Eurodollar Rate
Loan by the time prescribed by Sections 2.1(d)(i) and 4.2, as applicable, the
Borrower shall be deemed to have elected to obtain or Convert such Loan to (or
Continue such Loan as) a Base Rate Loan until the Borrower notifies the
Administrative Agent in accordance with Section 4.2. The Borrower shall not be
entitled to elect to Continue any Loan as or Convert any Loan into a Eurodollar
Rate Loan if a Default or Event of Default shall have occurred and be
continuing.

        4.2. Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth in the definition of "Interest Period" and in
Section 4.1 and Article V, the Borrower may:

                  (a) upon delivery of telephonic notice to the Administrative
         Agent (which shall be irrevocable) on or before 10:30 A.M. on any
         Business Day, Convert any Eurodollar Rate Loan to a Base Rate Loan on
         the last day of the Interest Period for such Eurodollar Rate Loan; and

                  (b) provided that no Default or Event of Default shall have
         occurred and be continuing, upon delivery of telephonic notice to the
         Administrative Agent (which shall be irrevocable) on or before 10:30
         A.M. three (3) Business Days' prior to the date of such Conversion or
         Continuation:

                                       30
<PAGE>
                           (i) elect a subsequent Interest Period for any
                  Eurodollar Rate Loan to begin on the last day of the then
                  current Interest Period for such Eurodollar Rate Loan; or

                           (ii) Convert any Base Rate Loan to a Eurodollar Rate
                  Loan on any Business Day.

                  Each such notice shall be effective upon receipt by the
         Administrative Agent, shall specify the amount of the Eurodollar Rate
         Loan affected, the Revolving Credit Facility under which such Revolving
         Loans is or is to be outstanding and, if a Continuation as or
         Conversion into a Eurodollar Rate Loan, the Interest Period to be used
         in the computation of interest. The Authorized Representative shall
         provide the Administrative Agent written confirmation of each such
         telephonic notice in the form of a Borrowing Notice or Interest Rate
         Selection Notice (as applicable) with appropriate insertions but
         failure to provide such confirmation shall not affect the validity of
         such telephonic notice. Notice of receipt of such Borrowing Notice or
         Interest Rate Selection Notice, as the case may be, shall be provided
         by the Administrative Agent to each Lender by telefacsimile
         transmission with reasonable promptness, but (provided the
         Administrative Agent shall have received such notice by 10:30 A.M.) not
         later than 3:00 P.M. on the same day as the Administrative Agent's
         receipt of such notice. All such Continuations or Conversions of Loans
         shall be effected pro rata based on the Applicable Commitment
         Percentages of the Lenders for the Revolving Credit Facility under
         which such Loans are outstanding.

        4.3. Payment of Interest. The Borrower shall pay interest on the
outstanding and unpaid principal amount of each Revolving Loan, commencing on
the first date of such Revolving Loan until such Revolving Loan shall be repaid,
at the applicable Base Rate or Eurodollar Rate as designated by the Borrower in
the related Borrowing Notice or Interest Rate Selection Notice or as otherwise
provided hereunder. Interest on each Revolving Loan shall be paid on the earlier
of (a) in the case of any Base Rate Loan, quarterly in arrears of the last
Business Day of each March, June, September and December, commencing on March
31, 2000, until the 364 Day Termination Date or the Three Year Termination Date,
as applicable, at which date the entire principal amount of and all accrued
interest on the 364 Day Loans or Three Year Loans, as applicable, shall be paid
in full, (b) in the case of any Eurodollar Rate Loan, on last day of the
applicable Interest Period for such Eurodollar Rate Loan and if such Interest
Period extends for more than three (3) months, at intervals of three (3) months
after the first day of such Interest Period, and (c) upon payment in full of the
related Revolving Loan; provided, however, that if any Event of Default shall
occur and be continuing, all amounts outstanding hereunder shall bear interest
thereafter until paid in full at the Default Rate.

         4.4. Prepayments of Eurodollar Rate Loans. Whenever any payment of
principal shall be made in respect of any Loan hereunder, whether at maturity,
on acceleration, by optional or mandatory prepayment or as otherwise required or
permitted hereunder, with the effect that any Eurodollar Rate Loan shall be
prepaid in whole or in part prior to the last day of the Interest Period
applicable to such Eurodollar Rate Loan, such payment of principal shall be
accompanied by the additional payment, if any, required by Section 5.5.

         4.5. Manner of Payment.

                  (a) Each payment of principal (including any prepayment) and
         payment of interest and fees, and any other amount required to be paid
         by or on behalf of the Borrower to the Lenders, the Issuing Bank, the
         Administrative Agent, or Bank of America with respect to any Loan,
         Letter of Credit, Reimbursement Obligation, or Swing Line Loan, shall
         be made to the Administrative Agent at the Principal Office in Dollars
         in immediately available funds without condition or deduction or for
         any setoff, recoupment, deduction or counterclaim on or before 12:30
         P.M. on the date such payment is due. Upon the request of the Borrower,
         the Administrative Agent may, but shall not be obligated to, debit the
         amount of such payment from any one or more ordinary deposit accounts
         of the Borrower with the Administrative Agent.

                                       31
<PAGE>

                  (b) Any payment made by or on behalf of the Borrower that is
         not made both in Dollars in immediately available funds and prior to
         12:30 P.M. on the date such payment is to be made shall constitute a
         non-conforming payment. Any such non-conforming payment shall not be
         deemed to be received until the later of (i) the time such funds become
         available funds and (ii) the next Business Day. Any non-conforming
         payment may constitute or become a Default or Event of Default as
         otherwise provided herein. Interest shall continue to accrue at the
         Default Rate on any principal or fees as to which no payment or a
         non-conforming payment is made from the date such amount was due and
         payable until the later of (i) the date such funds become available
         funds or (ii) the next Business Day.

                  (c) In the event that any payment hereunder or under any of
         the Notes becomes due and payable on a day other than a Business Day,
         then such due date shall be extended to the next succeeding Business
         Day unless provided otherwise under the definition of "Interest
         Period"; provided, however, that interest shall continue to accrue
         during the period of any such extension; and provided further, however,
         that in no event shall any such due date be extended beyond the Three
         Year Termination Date.

         4.6. Fees.

                  (a) Commitment Fee. For the period beginning on the Closing
         Date and ending on the Three Year Termination Date, the Borrower agrees
         to pay to the Administrative Agent, for the pro rata benefit of the
         Lenders based on their relevant Applicable Commitment Percentages,
         commitment fees with respect to the 364 Day Facility and with respect
         to the Three Year Facility equal to the relevant Applicable Commitment
         Fee multiplied by (i) with respect to the 364 Day Facility, the average
         daily amount by which the Total 364 Day Commitment exceeds the 364 Day
         Outstandings and (ii) with respect to the Three Year Facility, the
         average daily amount by which the Total Three Year Commitment exceeds
         the sum of (A) Three Year Outstandings without giving effect to Swing
         Line Outstandings plus (B) Letter of Credit Outstandings. Such fees
         shall be due in arrears on the last Business Day of each March, June,
         September and December, commencing March 31, 2000 to and on the 364 Day
         Termination Date and on the Three Year Termination Date, as applicable.
         Notwithstanding the foregoing, so long as any Lender fails to make
         available any portion of its Revolving Credit Commitment when
         requested, such Lender shall not be entitled to receive payment of its
         pro rata share of such fee until such Lender shall make available such
         portion.

                  (b) Letter of Credit Facility Fees. The Borrower shall pay to
         the Administrative Agent, for the pro rata benefit of the Lenders based
         on their Applicable Commitment Percentages for the Three Year Facility,
         a fee on the aggregate amount available to be drawn on each outstanding
         Letter of Credit at a rate equal to the Applicable Margin for
         Eurodollar Rate Loans. Such fees shall be due with respect to each
         Letter of Credit quarterly in arrears on the last day of each March,
         June, September and December, the first such payment to be made on the
         first such date occurring after the date of issuance of a Letter of
         Credit.

                  (c) Letter of Credit Fronting and Administrative Fees. From
         and after the date on which there is more than one Lender, the Borrower
         shall pay to the Issuing Bank a fronting fee of one-eighth of one
         percent per annum (.125%) on the aggregate amount available to be drawn
         on each outstanding Letter of Credit, such fee to be payable quarterly
         in arrears with respect to each Letter of Credit on the dates
         established in Section 4.6(b) for the payment of Letter of Credit
         facility fees with respect to such Letter of Credit. The Borrower shall
         also pay to the Issuing Bank such administrative fee and other fees, if
         any, in connection with the Letters of Credit in such amounts and at
         such times as the Issuing Bank and the Borrower shall agree from time
         to time.

                                       32
<PAGE>
                  (d) Administrative Agent Fees. The Borrower agrees to pay to
         the Administrative Agent, for the Administrative Agent's individual
         account, an annual Administrative Agent's fee, such fee to be payable
         in such amounts and at such dates as from time to time agreed to by the
         Borrower and Administrative Agent in writing.

                  (e) Syndication Costs and Fees. The Borrower agrees to pay to
         the Administrative Agent, for the benefit of the Lenders, any breakage
         costs, charges or fees incurred with respect to Eurodollar Rate Loans
         made by the Lenders during the 180-day period following the Closing
         Date in connection with the syndication of the Revolving Credit
         Facilities by BAS after the Closing Date as contemplated in Section
         2.5. The Borrower acknowledges and agrees that during such period the
         incurrence of such costs will not be a basis for withholding consent as
         to a proposed lender as an Eligible Assignee.

         4.7. Pro Rata Payments. Except as otherwise specified herein, (a) each
payment on account of the principal of and interest on Loans, the fees described
in Section 4.6(a) and (b), and Swing Line Loans and Reimbursement Obligations as
to which the Lenders have funded their respective Participations which remain
outstanding, shall be made to the Administrative Agent for the account of the
Lenders pro rata based on their relevant Applicable Commitment Percentages, and
(b) the Administrative Agent will promptly distribute to the Lenders in
immediately available funds payments received in fully collected, immediately
available funds from the Borrower.

         4.8. Computation of Rates and Fees. Except as may be otherwise
expressly provided, all interest rates (including the Base Rate, each Eurodollar
Rate, and the Default Rate) and fees shall be computed on the basis of a year of
360 days and calculated for actual days elapsed.

         4.9. Deficiency Advances; Failure to Purchase Participations. No Lender
shall be responsible for any default of any other Lender in respect to such
other Lender's obligation to make any Loan or Advance hereunder or to fund its
purchase of any Participation hereunder nor shall the 364 Day Commitment or
Three Year Commitment or Letter of Credit Commitment of any Lender hereunder be
increased as a result of such default of any other Lender. Without limiting the
generality of the foregoing or the provisions of Section 4.10, in the event any
Lender shall fail to advance funds to the Borrower as herein provided, the
Administrative Agent may in its discretion, but shall not be obligated to,
advance under the applicable Note in its favor as a Lender all or any portion of
such amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates to which such other
Lender would have been entitled had it made such Advance under its Note;
provided that, (i) such defaulting Lender shall not be entitled to receive
payments of principal, interest or fees with respect to such deficiency advance
until such deficiency advance (together with interest thereon as provided in
clause (ii)) shall be paid by such Lender and (ii) upon payment to the
Administrative Agent from such other Lender of the entire outstanding amount of
each such deficiency advance, together with accrued and unpaid interest thereon,
from the most recent date or dates interest was paid to the Administrative Agent
by the Borrower on each Loan comprising the deficiency advance at the Federal
Funds Rate, then such payment shall be credited against the applicable Note of
the Administrative Agent in full payment of such deficiency advance and the
Borrower shall be deemed to have borrowed the amount of such deficiency advance
from such other Lender as of the most recent date or dates, as the case may be,
upon which any payments of interest were made by the Borrower thereon. In the
event any Lender shall fail to fund its purchase of a Participation after notice
from the Issuing Bank or Bank of America as the Swing Line lender, as
applicable, such Lender shall pay to the Issuing Bank or Bank of America as the
Swing Line lender, as applicable, such amount on demand, together with interest
on the amount so due from the date of such notice at the Federal Funds Rate on
the date such purchase price is received by the Issuing Bank or Bank of America
as the Swing Line lender, as applicable.

         4.10. Intraday Funding. Without limiting the provisions of Section 4.9,
unless the Borrower or any Lender has notified the Administrative Agent not
later than 12:00 Noon of the Business Day before the date any payment (including

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<PAGE>

in the case of Lenders any Advance) to be made by it is due, that it does not
intend to remit such payment, the Administrative Agent may, in its discretion,
assume that the Borrower or each Lender, as the case may be, has timely remitted
such payment in the manner required hereunder and may, in its discretion and in
reliance thereon, make available such payment (or portion thereof) to the Person
entitled thereto as otherwise provided herein. If such payment was not in fact
remitted to the Administrative Agent in the manner required hereunder, then:

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the amount
         of such assumed payment made available to such Lender, together with
         interest thereon in respect of each day from and including the date
         such amount was made available by the Administrative Agent to such
         Lender to the date such amount is repaid to the Administrative Agent at
         the Federal Funds Rate; and

                  (ii) if any Lender failed to make such payment, the
         Administrative Agent shall be entitled to recover such corresponding
         amount forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent promptly shall notify the Borrower, and the
         Borrower shall promptly pay such corresponding amount to the
         Administrative Agent in immediately available funds upon receipt of
         such demand. The Administrative Agent also shall be entitled to recover
         interest on such corresponding amount in respect of each day from the
         date such corresponding amount was made available by the Administrative
         Agent to the Borrower to the date such corresponding amount is
         recovered by the Administrative Agent, (A) from such Lender at a rate
         per annum equal to the daily Federal Funds Rate or (B) from the
         Borrower, at a rate per annum equal to the interest rate applicable to
         the Loan which includes such corresponding amount. Until the
         Administrative Agent shall recover such corresponding amount together
         with interest thereon, such corresponding amount shall constitute a
         deficiency advance within the meaning of Section 4.9. Nothing herein
         shall be deemed to relieve any Lender from its obligation to fulfill
         its commitments hereunder or to prejudice any rights which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.


                                    ARTICLE V

                             Change in Circumstances

         5.1. Increased Cost and Reduced Return.

                  (a) If, after the date hereof, the adoption of any applicable
         law, rule, or regulation, or any change in any applicable law, rule, or
         regulation, or any change in the interpretation or administration
         thereof by any governmental authority, central bank, or comparable
         agency charged with the interpretation or administration thereof, or
         compliance by any Lender (or its Applicable Lending Office) with any
         request or directive (whether or not having the force of law) of any
         such governmental authority, central bank, or comparable agency:

                           (i) shall subject such Lender (or its Applicable
                  Lending Office) to any tax, duty, or other charge with respect
                  to any Eurodollar Rate Loans, its Note, or its obligation to
                  make Eurodollar Rate Loans, or change the basis of taxation of
                  any amounts payable to such Lender (or its Applicable Lending
                  Office) under this Agreement or its Note in respect of any
                  Eurodollar Rate Loans (other than taxes imposed on the overall
                  net income of such Lender by the jurisdiction in which such
                  Lender has its principal office or such Applicable Lending
                  Office);

                           (ii) shall impose, modify, or deem applicable any
                  reserve, special deposit, assessment, or similar requirement
                  (other than the Reserve Requirement utilized in the
                  determination of the Eurodollar Rate) relating to any

                                       34
<PAGE>

                  extensions of credit or other assets of, or any deposits with
                  or other liabilities or commitments of, such Lender (or its
                  Applicable Lending Office), including the Revolving Credit
                  Commitment of such Lender hereunder; or

                           (iii) shall impose on such Lender (or its Applicable
                  Lending Office) or on the London interbank market any other
                  condition affecting this Agreement or its Note or any of such
                  extensions of credit or liabilities or commitments;

         and the result of any of the foregoing is to increase the cost to such
         Lender (or its Applicable Lending Office) of making, Converting into,
         Continuing, or maintaining any Loans or to reduce any sum received or
         receivable by such Lender (or its Applicable Lending Office) under this
         Agreement or its Note with respect to any Eurodollar Rate Loans, then
         the Borrower shall pay to such Lender on demand such amount or amounts
         as will compensate such Lender for such increased cost or reduction. If
         any Lender requests compensation by the Borrower under this Section
         5.1(a), the Borrower may, by notice to such Lender (with a copy to the
         Administrative Agent), suspend the obligation of such Lender to make or
         Continue Loans of the Type with respect to which such compensation is
         requested, or to Convert Loans of any other Type into Loans of such
         Type, until the event or condition giving rise to such request ceases
         to be in effect (in which case the provisions of Section 5.4 shall be
         applicable); provided that such suspension shall not affect the right
         of such Lender to receive the compensation so requested.

                  (b) If, after the date hereof, any Lender shall have
         determined that the adoption of any applicable law, rule, or regulation
         regarding capital adequacy or any change therein or in the
         interpretation or administration thereof by any governmental authority,
         central bank, or comparable agency charged with the interpretation or
         administration thereof, or any request or directive regarding capital
         adequacy (whether or not having the force of law) of any such
         governmental authority, central bank, or comparable agency, has or
         would have the effect of reducing the rate of return on the capital of
         such Lender or any corporation controlling such Lender as a consequence
         of such Lender's obligations hereunder to a level below that which such
         Lender or such corporation could have achieved but for such adoption,
         change, request, or directive (taking into consideration its policies
         with respect to capital adequacy), then from time to time upon demand
         the Borrower shall pay to such Lender such additional amount or amounts
         as will compensate such Lender for such reduction.

                  (c) Each Lender shall promptly notify the Borrower and the
         Administrative Agent of any event of which it has knowledge, occurring
         after the date hereof, which will entitle such Lender to compensation
         pursuant to this Section 5.1 and will designate a different Applicable
         Lending Office if such designation will avoid the need for, or reduce
         the amount of, such compensation and will not, in the judgment of such
         Lender, be otherwise disadvantageous to it. Any Lender claiming
         compensation under this Section 5.1 shall furnish to the Borrower and
         the Administrative Agent a statement setting forth the additional
         amount or amounts to be paid to it hereunder which shall be conclusive
         in the absence of manifest error and the basis therefore. In
         determining such amount, such Lender may use any reasonable averaging
         and attribution methods.

         5.2. Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Loan:

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

                                       35
<PAGE>

                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Administrative Agent that the Eurodollar
         Rate will not adequately and fairly reflect the cost to the Lenders of
         funding Eurodollar Rate Loans for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof
specifying the relevant Type of Loans and the relevant amounts or periods, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Loans of such Type, Continue Loans of such Type,
or to Convert Loans of any other Type into Loans of such Type and the Borrower
shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Loans of the affected Type, either prepay such Loans or Convert such
Loans into another Type of Loan in accordance with the terms of this Agreement.

         5.3. Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund Eurodollar Rate Loans hereunder, then such
Lender shall promptly notify the Borrower thereof and such Lender's obligation
to make or Continue Eurodollar Rate Loans and to Convert other Types of Loans
into Eurodollar Rate Loans shall be suspended until such time as such Lender may
again make, maintain, and fund Eurodollar Rate Loans (in which case the
provisions of Section 5.4 shall be applicable).

         5.4. Treatment of Affected Loans. If the obligation of any Lender to
make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to Section 5.1
or 5.3 hereof (Loans of such Type being herein called "Affected Loans" and such
Type being herein called the "Affected Type"), such Lender's Affected Loans
shall be automatically Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for Affected Loans (or, in the case of a
Conversion required by Section 5.3 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Administrative Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Section 5.1 or 5.3 hereof that gave rise to such Conversion no
longer exist:

                  (a) to the extent that such Lender's Affected Loans have been
         so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Affected Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Loans of the Affected Type shall be made or Continued
         instead as Base Rate Loans, and all Loans of such Lender that would
         otherwise be Converted into Loans of the Affected Type shall be
         Converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 5.1 or 5.3 hereof that gave
rise to the Conversion of such Lender's Affected Loans pursuant to this Section
5.4 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the Affected Type made
by other Lenders are outstanding, such Lender's Base Rate Loans shall be
automatically Converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Loans of the Affected Type, to the extent
necessary so that, after giving effect thereto, all Loans held by the Lenders
holding Loans of the Affected Type and by such Lender are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with their
respective Revolving Credit Commitments.

         5.5. Compensation. Upon the request of any Lender, the Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or Conversion of a Eurodollar
         Rate Loan for any reason (including, without limitation, the
         acceleration of the Loans pursuant to Section 10.1) on a date other
         than the last day of the Interest Period for such Loan; or

                                       36
<PAGE>
                  (b) any failure by the Borrower for any reason (including,
         without limitation, the failure of any condition precedent specified in
         Article VI to be satisfied) to borrow, Convert, Continue, or prepay a
         Eurodollar Rate Loan on the date for such borrowing, Conversion,
         Continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, Continuation, or Conversion under this
         Agreement.

         5.6. Taxes.

                  (a) Any and all payments by the Borrower to or for the account
         of any Lender or the Administrative Agent hereunder or under any other
         Loan Document shall be made free and clear of and without deduction for
         any and all present or future taxes, duties, levies, imposts,
         deductions, charges or withholdings, and all liabilities with respect
         thereto, excluding, in the case of each Lender and the Administrative
         Agent, taxes imposed on its income, and franchise taxes imposed on it,
         by the jurisdiction under the laws of which such Lender (or its
         Applicable Lending Office) or the Administrative Agent (as the case may
         be) is organized or any political subdivision thereof (all such
         non-excluded taxes, duties, levies, imposts, deductions, charges,
         withholdings, and liabilities being hereinafter referred to as
         "Taxes"). If the Borrower shall be required by law to deduct any Taxes
         from or in respect of any sum payable under this Agreement or any other
         Loan Document to any Lender or the Administrative Agent, (i) the sum
         payable shall be increased as necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section 5.6) such Lender or the Administrative Agent
         receives an amount equal to the sum it would have received had no such
         deductions been made, (ii) the Borrower shall make such deductions,
         (iii) the Borrower shall pay the full amount deducted to the relevant
         taxation authority or other authority in accordance with applicable
         law, and (iv) the Borrower shall furnish to the Administrative Agent,
         at its address referred to in Section 12.2, the original or a certified
         copy of a receipt evidencing payment thereof.

                  (b) In addition, the Borrower agrees to pay any and all
         present or future stamp or documentary taxes and any other excise or
         property taxes or charges or similar levies which arise from any
         payment made under this Agreement or any other Loan Document or from
         the execution or delivery of, or otherwise with respect to, this
         Agreement or any other Loan Document (hereinafter referred to as "Other
         Taxes").

                  (c) The Borrower agrees to indemnify each Lender and the
         Administrative Agent for the full amount of Taxes and Other Taxes
         (including, without limitation, any Taxes or Other Taxes imposed or
         asserted by any jurisdiction on amounts payable under this Section 5.6)
         paid by such Lender or the Administrative Agent (as the case may be)
         and any liability (including penalties, interest, and expenses) arising
         therefrom or with respect thereto.

                  (d) Each Lender organized under the laws of a jurisdiction
         outside the United States, on or prior to the date of its execution and
         delivery of this Agreement in the case of each Lender listed on the
         signature pages hereof and on or prior to the date on which it becomes
         a Lender in the case of each other Lender, and from time to time
         thereafter if requested in writing by the Borrower or the
         Administrative Agent (but only so long as such Lender remains lawfully
         able to do so), shall provide the Borrower and the Administrative Agent
         with (i) Internal Revenue Service Form 1001 or 4224, as appropriate, or
         any successor form prescribed by the Internal Revenue Service,
         certifying that such Lender is entitled to benefits under an income tax
         treaty to which the United States is a party which reduces the rate of
         withholding tax on payments of interest or certifying that the income
         receivable pursuant to this Agreement is effectively connected with the
         conduct of a trade or business in the United States, (ii) Internal
         Revenue Service Form W-8 (including Form W-8BEN or W-8EC1) or W-9, as
         appropriate, or any successor form prescribed by the Internal Revenue
         Service, and (iii) any other form or certificate required by any taxing
         authority (including any certificate required by Sections 871(h) and
         881(c) of the Internal Revenue Code), certifying that such Lender is

                                       37
<PAGE>

         entitled to an exemption from or a reduced rate of tax on payments
         pursuant to this Agreement or any of the other Loan Documents.

                  (e) For any period with respect to which a Lender has failed
         to provide the Borrower and the Administrative Agent with the
         appropriate form pursuant to Section 5.6(d) (unless such failure is due
         to a change in treaty, law, or regulation occurring subsequent to the
         date on which a form originally was required to be provided), such
         Lender shall not be entitled to indemnification under Section 5.6(a) or
         5.6(b) with respect to Taxes imposed by the United States; provided,
         however, that should a Lender, which is otherwise exempt from or
         subject to a reduced rate of withholding tax, become subject to Taxes
         because of its failure to deliver a form required hereunder, the
         Borrower shall take such steps as such Lender shall reasonably request
         to assist such Lender to recover such Taxes.

                  (f) If the Borrower is required to pay additional amounts to
         or for the account of any Lender pursuant to this Section 5.6, then
         such Lender will agree to use reasonable efforts to change the
         jurisdiction of its Applicable Lending Office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Within thirty (30) days after the date of any payment of
         Taxes, the Borrower shall furnish to the Administrative Agent the
         original or a certified copy of a receipt evidencing such payment.

                  (h) Without prejudice to the survival of any other agreement
         of the Borrower hereunder, the agreements and obligations of the
         Borrower contained in this Section 5.6 shall survive the termination of
         the Revolving Credit Commitments and the payment in full of the Notes
         and the Facility Termination Date.


                                   ARTICLE VI

            Conditions to Making Loans and Issuing Letters of Credit

         6.1. Conditions of Initial Advance. The obligation of the Lenders to
make the initial Advance under the Revolving Credit Facilities, and of the
Issuing Bank to issue any Letter of Credit, and of Bank of America to make any
Swing Line Loan, is subject to the conditions precedent that:

                  (a) the Administrative Agent shall have received on the
         Closing Date, in form and substance satisfactory to the Administrative
         Agent and Lenders, the following:

                           (i) executed originals of each of this Agreement, the
                  Notes, the initial Facility Guaranties of all Domestic
                  Subsidiaries, other than any Receivables Subsidiaries,
                  existing on the Closing Date including the Acquired Company
                  and its subsidiaries, the LC Account Agreement, the other Loan
                  Documents, together with all schedules and exhibits thereto;

                           (ii) the favorable written opinion or opinions with
                  respect to the Loan Documents and the transactions
                  contemplated thereby of special counsel to the Credit Parties
                  dated the Closing Date, addressed to the Administrative Agent
                  and the Lenders and satisfactory to Smith Helms Mulliss &
                  Moore, L.L.P., special counsel to the Administrative Agent,
                  substantially in the form of Exhibit G;

                           (iii) resolutions of the boards of directors or other
                  appropriate governing body (or of the appropriate committee

                                       38
<PAGE>

                  thereof) of each Credit Party certified by its secretary or
                  assistant secretary as of the Closing Date, approving and
                  adopting the Loan Documents to be executed by such Person, and
                  authorizing the execution and delivery thereof;

                           (iv) specimen signatures of officers or other
                  appropriate representatives executing the Loan Documents on
                  behalf of each of the Credit Parties, certified by the
                  secretary or assistant secretary of such Credit Party;

                           (v) the Organizational Documents of each of the
                  Credit Parties certified as of a recent date by the Secretary
                  of State of its state of organization;

                           (vi) Operating Documents of each of the Credit
                  Parties certified as of the Closing Date as true and correct
                  by its secretary or assistant secretary;

                           (vii) certificates issued as of a recent date by the
                  Secretaries of State of the respective jurisdictions of
                  formation of each of the Credit Parties as to the due
                  existence and good standing of such Person;

                           (viii) appropriate certificates of qualification to
                  do business, good standing and, where appropriate, authority
                  to conduct business under assumed name, issued in respect of
                  each of the Credit Parties as of a recent date by the
                  Secretary of State or comparable official of each jurisdiction
                  in which the failure to be qualified to do business or
                  authorized so to conduct business could have a Material
                  Adverse Effect;

                           (ix) notice of appointment of the initial Authorized
                  Representative(s);

                           (x) certificate of an Authorized Representative dated
                  the Closing Date demonstrating compliance with the financial
                  covenants contained in Sections 9.1(a) and (b) as of the end
                  of the fiscal quarter most recently ended prior to the Closing
                  Date and based on the Historical Pro Forma Financial
                  Statements, substantially in the form of Exhibit H;

                           (xi) the Historical Financial Statements and
                  Historical Pro Forma Financial Statements and all other
                  financial statements and projections referred to in Section
                  7.6(a);

                           (xii) the executed Purchase Agreement, certified by
                  the secretary or assistant secretary of the Borrower and
                  evidence of the consummation of the MET-Rx Nutrition, Inc.
                  Acquisition in compliance with applicable law and regulatory
                  approvals (including Hart-Scott Rodino clearance, if
                  required);

                           (xiii) the corporate capital and ownership structure
                  (including articles of incorporation and bylaws), shareholder
                  agreements and management of the Borrower and its Subsidiaries
                  (after giving effect to the MET-Rx Nutrition, Inc.
                  Acquisition) shall be satisfactory to the Administrative
                  Agent;

                           (xiv) evidence of all insurance required by the Loan
                  Documents;

                           (xv) evidence of the payment in full of the Existing
                  Debt;

                           (xvi) an initial Borrowing Notice, if any, and, if
                  elected by the Borrower, Interest Rate Selection Notice;

                           (xvii) evidence that all fees payable by the Borrower
                  on the Closing Date to the Administrative Agent, BAS and the
                  Lenders have been paid in full;

                                       39
<PAGE>

                           (xviii) evidence that the certificate of merger has
                  been filed with the Secretary of State of Delaware as to the
                  merger of RSM Acquisition Corp. with and into MET-Rx
                  Nutrition, Inc.; and

                           (xix) such other documents, instruments, certificates
                  and opinions as the Administrative Agent or any Lender may
                  reasonably request on or prior to the Closing Date in
                  connection with the consummation of the transactions
                  contemplated hereby; and

                  (b) In the good faith judgment of the Administrative Agent and
         the Lenders:

                           (i) there shall not have occurred or become known to
                  the Administrative Agent or the Lenders any event, condition,
                  situation or status since the date of the information
                  contained in the financial and business projections, budgets,
                  pro forma data and forecasts concerning the Borrower and its
                  Subsidiaries or the Acquired Company and its Subsidiaries
                  delivered to the Administrative Agent prior to the Closing
                  Date that has had or could reasonably be expected to result in
                  a Material Adverse Effect;

                           (ii) no litigation, action, suit, investigation or
                  other arbitral, administrative or judicial proceeding shall be
                  pending or threatened which could reasonably be likely to
                  result in a Material Adverse Effect; and

                           (iii) the Credit Parties and the Acquired Company, as
                  applicable, shall have received all approvals, consents and
                  waivers, and shall have made or given all necessary filings
                  and notices as shall be required to consummate the
                  transactions contemplated hereby and by the Transaction
                  Documents without the occurrence of any default under,
                  conflict with or violation of (A) any applicable law, rule,
                  regulation, order or decree of any Governmental Authority or
                  arbitral authority or (B) any agreement, document or
                  instrument to which any of the Credit Parties is a party or by
                  which any of them or their properties is bound.

         6.2. Conditions of Revolving Loans and Letter of Credit. The
obligations of the Lenders to make any Revolving Loans, and the Issuing Bank to
issue (or renew) Letters of Credit and Bank of America to make Swing Line Loans,
hereunder on or subsequent to the Closing Date are subject to the satisfaction
of the following conditions:

                  (a) the Administrative Agent or, in the case of Swing Line
         Loans, Bank of America shall have received a Borrowing Notice if
         required by Article II;

                  (b) the representations and warranties of the Credit Parties
         set forth in Article VII and in each of the other Loan Documents shall
         be true and correct in all material respects on and as of the date of
         such Advance, Swing Line Loan or Letter of Credit issuance or renewal,
         with the same effect as though such representations and warranties had
         been made on and as of such date, except to the extent that such
         representations and warranties expressly relate to an earlier date and
         except that the financial statements referred to in Section 7.6(a)
         shall be deemed (solely for the purpose of the representation and
         warranty contained in such Section 7.6(a) but not for the purpose of
         any cross reference to such Section 7.6(a) or to the financial
         statements described therein contained in any other provision of
         Section 7.6 or elsewhere in Article VII) to be those financial
         statements most recently delivered to the Administrative Agent and the
         Lenders pursuant to Section 8.1 from the date financial statements are
         delivered to the Administrative Agent and the Lenders in accordance
         with such Section;

                  (c) in the case of the issuance of a Letter of Credit, the
         Borrower shall have executed and delivered to the Issuing Bank an

                                       40
<PAGE>

         Application and Agreement for Letter of Credit in form and content
         acceptable to the Issuing Bank together with such other instruments and
         documents as it shall request;

                  (d) at the time of (and after giving effect to) each Advance,
         Swing Line Loan or the issuance of a Letter of Credit, no Default or
         Event of Default specified in Article X shall have occurred and be
         continuing; and

                  (e) immediately after giving effect to:

                           (i) a 364 Day Loan, the aggregate principal balance
                  of all outstanding 364 Day Loans for each Lender shall not
                  exceed such Lender's 364 Day Commitment;

                           (ii) a 364 Day Loan, the 364 Day Outstandings shall
                  not exceed the Total 364 Day Commitment;

                           (iii) a Three Year Loan, the aggregate principal
                  balance of all outstanding Three Year Loans for each Lender
                  shall not exceed such Lender's Three Year Commitment;

                           (iv) a Letter of Credit or renewal thereof, the
                  aggregate principal balance of all outstanding Participations
                  in Letters of Credit and Reimbursement Obligations (or in the
                  case of the Issuing Bank, its remaining interest after
                  deduction of all Participations in Letters of Credit and
                  Reimbursement Obligations of other Lenders) for each Lender
                  and in the aggregate shall not exceed, respectively, (X) such
                  Lender's Letter of Credit Commitment or (Y) the Total Letter
                  of Credit Commitment;

                           (v) a Swing Line Loan, the Swing Line Outstandings
                  shall not exceed $5,000,000; and

                           (vi) a Three Year Loan, Swing Line Loan or a Letter
                  of Credit or renewal thereof, the sum of Letter of Credit
                  Outstandings plus Three Year Outstandings plus Swing Line
                  Outstandings shall not exceed the Total Three Year Commitment.


                                   ARTICLE VII

                         Representations and Warranties

         The Borrower represents and warrants with respect to itself and to its
Subsidiaries and giving effect to the MET-Rx Nutrition, Inc. Acquisition (which
representations and warranties shall survive the delivery of the documents
mentioned herein and the making of Loans), that:

         7.1. Organization and Authority.

                  (a) The Borrower and each Subsidiary is a corporation duly
         organized and validly existing under the laws of the jurisdiction of
         its formation;

                  (b) The Borrower and each Subsidiary (x) has the requisite
         power and authority to own its properties and assets and to carry on
         its business as now being conducted and as contemplated in the Loan
         Documents, and (y) is qualified to do business in every jurisdiction in
         which failure so to qualify would have a Material Adverse Effect;

                                       41
<PAGE>

                  (c) The Borrower has the power and authority to execute,
         deliver and perform this Agreement and the Notes, and to borrow
         hereunder, and to execute, deliver and perform each of the other Loan
         Documents to which it is a party;

                  (d) Each Credit Party (other than the Borrower) has the power
         and authority to execute, deliver and perform the Facility Guaranty and
         each of the other Loan Documents to which it is a party;

                  (e) Each Credit Party has the power and authority to execute,
         deliver and perform the Transaction Documents to which it is a party
         and when executed and delivered, the Purchase Agreement will be the
         legal, valid and binding obligation of each Credit Party; and

                  (f) When executed and delivered, each of the Loan Documents to
         which any Credit Party is a party will be the legal, valid and binding
         obligation or agreement, as the case may be, of such Credit Party,
         enforceable against such Credit Party in accordance with its terms,
         subject to the effect of any applicable bankruptcy, moratorium,
         insolvency, reorganization or other similar law affecting the
         enforceability of creditors' rights generally and to the effect of
         general principles of equity (whether considered in a proceeding at law
         or in equity).

         7.2. Loan Documents and Transaction Documents. The execution, delivery
and performance by each Credit Party of each of the Loan Documents and
Transaction Documents to which it is a party:

                  (a) have been duly authorized by all requisite Organizational
         Action of such Credit Party required for the lawful execution, delivery
         and performance thereof;

                  (b) do not violate any provisions of (i) any applicable law,
         rule or regulation, (ii) any judgment, writ, order, determination,
         decree or arbitral award of any Governmental Authority or arbitral
         authority binding on such Credit Party or its properties, or (iii) the
         Organizational Documents or Operating Documents of such Credit Party;

                  (c) does not and will not be in conflict with, result in a
         breach of or constitute an event of default, or an event which, with
         notice or lapse of time or both, would constitute an event of default,
         under any contract, indenture, agreement or other instrument or
         document to which such Credit Party is a party, or by which the
         properties or assets of such Credit Party are bound; and

                  (d) does not and will not result in the creation or imposition
         of any Lien upon any of the properties or assets of such Credit Party.

         7.3. Solvency. Each Credit Party is Solvent after giving effect to the
MET-Rx Nutrition, Inc. Acquisition and the other transactions contemplated by
the Loan Documents.

         7.4. Subsidiaries and Stockholders. The Borrower has no Subsidiaries
other than those Persons listed as Subsidiaries in Schedule 7.4 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
Section 8.20; Schedule 7.4 states as of the date hereof the organizational form
of each entity, the authorized and issued capitalization of each Subsidiary
listed thereon, the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Subsidiary and the
number and/or percentage of outstanding shares or other equity interest
(including options, warrants and other rights to acquire any interest) of each
such class of capital stock or other equity interest owned by Borrower or by any
such Subsidiary; the outstanding shares or other equity interests of each such
Subsidiary have been duly authorized and validly issued and are fully paid and
non-assessable; and Borrower and each such Subsidiary owns beneficially and of
record all the shares and other interests it is listed as owning in Schedule
7.4, free and clear of any Lien.

                                       42
<PAGE>

         7.5. Ownership Interests. Borrower owns no interest in any Person other
than the Persons listed in Schedule 7.4, equity investments in Persons not
constituting Subsidiaries permitted under Section 9.6 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
Section 8.20.

         7.6. Financial Condition.

                  (a) The Borrower has heretofore furnished to each Lender (i)
         the Historical Financial Statements, (ii) an audited consolidated
         balance sheet of the Borrower and its Subsidiaries as at August 31,
         1997, 1998 and 1999 and the notes thereto and the related consolidated
         statements of income, stockholders' equity and cash flows for the
         Fiscal Years then ended as examined and certified by
         PriceWaterhouseCoopers LLP, (iii) unaudited consolidated interim
         financial statements of the Borrower and its Subsidiaries consisting of
         a consolidated balance sheet and related consolidated statements of
         income, stockholders' equity and cash flows, in each case without
         notes, for and as of the end of the three-month period ending November
         30, 1999, and (iv) the Historical Pro Forma Financial Statements.
         Except as set forth therein, such financial statements (including the
         notes thereto) present fairly the financial condition of the Acquired
         Company and its subsidiaries and the Borrower and its Subsidiaries as
         of the end of the fiscal periods covered thereby and results of their
         operations and the changes in its stockholders' equity for the periods
         then ended, all in conformity with GAAP applied on a Consistent Basis,
         subject however, in the case of unaudited interim statements to year
         end audit adjustments;

                  (b) since the later of (i) the date of the audited financial
         statements delivered pursuant to Section 7.6(a) hereof or (ii) the date
         of the audited financial statements most recently delivered pursuant to
         Section 8.1(a) hereof, there has been no material adverse change in the
         condition, financial or otherwise, of the Borrower or any of its
         Subsidiaries or the Acquired Company and its subsidiaries or in the
         businesses, properties, performance, prospects or operations of the
         Borrower or its Subsidiaries and of the Acquired Company or its
         subsidiaries, nor have such businesses or properties been materially
         adversely affected as a result of any fire, explosion, earthquake,
         accident, strike, lockout, combination of workers, flood, embargo or
         act of God; and

                  (c) except as set forth in the financial statements referred
         to in Section 7.6(a) or in Schedule 7.6 or permitted by Section 9.4,
         neither the Borrower nor any Subsidiary nor the Acquired Company nor
         any of its subsidiaries has incurred, other than in the ordinary course
         of business, any material Indebtedness, Contingent Obligation or other
         commitment or liability which remains outstanding or unsatisfied.

         7.7. Title to Properties. The Borrower and each of its Subsidiaries has
good title to all its real and personal properties, subject to no transfer
restrictions or Liens of any kind, except for the transfer restrictions and
Liens described in Schedule 7.7 and Liens permitted by Section 9.3.

         7.8. Taxes. Except as set forth in Schedule 7.8, the Borrower and each
of its Subsidiaries has filed or caused to be filed all federal, state and local
tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in Section 7.6(a) or Sections 8.1(a) or (b) and satisfactory to the
Borrower's independent certified public accountants have been established, have
paid or caused to be paid all taxes as shown on said returns or on any
assessment received by it, to the extent that such taxes have become due.

         7.9. Other Agreements.  Neither the Borrower nor any Subsidiary is

                  (a) a party to or subject to any judgment, order, decree,
         agreement, lease or instrument, or subject to other restrictions, which
         individually or in the aggregate could reasonably be expected to have a
         Material Adverse Effect; or

                                       43
<PAGE>
                  (b) in default in the performance, observance or fulfillment
         of any of the obligations, covenants or conditions contained in any
         agreement or instrument to which such Credit Party is a party, which
         default has, or if not remedied within any applicable grace period
         could reasonably be likely to have, a Material Adverse Effect.

         7.10. Litigation. Except as set forth in Schedule 7.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of the Borrower, threatened by or against the Borrower or any
Subsidiary or affecting the Borrower or any Subsidiary or any properties or
rights of the Borrower or any Subsidiary, which could reasonably be likely to
have a Material Adverse Effect.

         7.11. Margin Stock. The proceeds of the borrowings made hereunder will
be used by the Borrower only for the purposes expressly authorized herein. None
of such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which might constitute any of the Loans
under this Agreement a "purpose credit" within the meaning of said Regulation U
or Regulation X (12 C.F.R. Part 221) of the Board. Neither the Borrower nor any
agent acting in its behalf has taken or will take any action which might cause
this Agreement or any of the documents or instruments delivered pursuant hereto
to violate any regulation of the Board or to violate the Securities Exchange Act
of 1934, as amended, or the Securities Act of 1933, as amended, or any state
securities laws, in each case as in effect on the date hereof.

         7.12. Investment Company. No Credit Party is an "investment company,"
or an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. Section 80a-1, et seq.). The application of the
proceeds of the Loans and repayment thereof by the Borrower and the performance
by the Borrower and the other Credit Parties of the transactions contemplated by
the Loan Documents will not violate any provision of said Act, or any rule,
regulation or order issued by the Securities and Exchange Commission thereunder,
in each case as in effect on the date hereof.

         7.13. Patents, Etc. Except for where the failure to own or to have the
use thereof would not have a Material Adverse Effect, the Borrower and each
other Credit Party owns or has the right to use, under valid license agreements
or otherwise, all material patents, licenses, franchises, trademarks, trademark
rights, trade names, trade name rights, trade secrets and copyrights necessary
to or used in the conduct of its businesses as now conducted and as contemplated
by the Loan Documents, without known conflict with any patent, license,
franchise, trademark, trade secret, trade name, copyright, other proprietary
right of any other Person.

         7.14. No Untrue Statement. Neither (a) this Agreement nor any other
Loan Document or certificate or document executed and delivered by or on behalf
of the Borrower or any other Credit Party in accordance with or pursuant to any
Loan Document nor (b) any statement, representation, or warranty provided to the
Administrative Agent in connection with the negotiation or preparation of the
Loan Documents contains any misrepresentation or untrue statement of material
fact or omits to state a material fact necessary, in light of the circumstance
under which it was made, in order to make any such warranty, representation or
statement contained therein not misleading.

         7.15. No Consents, Etc. Neither the respective businesses or properties
of the Credit Parties or any Subsidiary, nor any relationship among the Credit
Parties or any Subsidiary and any other Person, nor any circumstance in
connection with the execution, delivery and performance of the Loan Documents
and the transactions contemplated thereby, is such as to require a consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person on the part of any Credit Party as a
condition to the execution, delivery and performance of, or consummation of the
transactions contemplated by the Loan Documents, which, if not obtained or
effected, would be reasonably likely to have a Material Adverse Effect, or if

                                       44
<PAGE>

so, such consent, approval, authorization, filing, registration or qualification
has been duly obtained or effected, as the case may be.

         7.16. Employee Benefit Plans.

                  (a) The Borrower and each ERISA Affiliate is in compliance
         with all applicable provisions of ERISA and the regulations and
         published interpretations thereunder and in compliance with all Foreign
         Benefit Laws with respect to all Employee Benefit Plans except for any
         required amendments for which the remedial amendment period as defined
         in Section 401(b) of the Code has not yet expired. Each Employee
         Benefit Plan that is intended to be qualified under Section 401(a) of
         the Code has been determined or the Borrower or its Subsidiaries is in
         the process of obtaining a determination by the Internal Revenue
         Service to be so qualified, each trust related to such plan has been
         determined to be exempt under Section 501(a) of the Code, and each
         Employee Benefit Plan subject to any Foreign Benefit Law has received
         the required approvals by any Governmental Authority regulating such
         Employee Benefit Plan. No material liability has been incurred by the
         Borrower or any ERISA Affiliate which remains unsatisfied for any taxes
         or penalties with respect to any Employee Benefit Plan or any
         Multiemployer Plan;

                  (b) Neither the Borrower nor any ERISA Affiliate has (i)
         engaged in a nonexempt prohibited transaction described in Section 4975
         of the Code or Section 406 of ERISA affecting any of the Employee
         Benefit Plans or the trusts created thereunder which could subject any
         such Employee Benefit Plan or trust to a material tax or penalty on
         prohibited transactions imposed under Internal Revenue Code Section
         4975 or ERISA, (ii) incurred any accumulated funding deficiency with
         respect to any Employee Benefit Plan, whether or not waived, or any
         other liability to the PBGC which remains outstanding other than the
         payment of premiums and there are no premium payments which are due and
         unpaid, (iii) failed to make a required contribution or payment to a
         Multiemployer Plan, (iv) failed to make a required installment or other
         required payment under Section 412 of the Code, Section 302 of ERISA or
         the terms of such Employee Benefit Plan, or (v) failed to make a
         required contribution or payment, or otherwise failed to operate in
         compliance with any Foreign Benefit Law regulating any Employee Benefit
         Plan;

                  (c) No Termination Event has occurred or is reasonably
         expected to occur with respect to any Pension Plan or Multiemployer
         Plan, and neither the Borrower nor any ERISA Affiliate has incurred any
         unpaid withdrawal liability with respect to any Multiemployer Plan;

                  (d) The present value of all vested accrued benefits under
         each Employee Benefit Plan which is subject to Title IV of ERISA, or
         the funding of which is regulated by any Foreign Benefit Law did not,
         as of the most recent valuation date for each such plan, exceed the
         then current value of the assets of such Employee Benefit Plan
         allocable to such benefits;

                  (e) To the best of the Borrower's knowledge, each Employee
         Benefit Plan which is subject to Title IV of ERISA or the funding of
         which is regulated by any Foreign Benefit Law, maintained by the
         Borrower or any ERISA Affiliate, has been administered in accordance
         with its terms in all material respects and is in compliance in all
         material respects with all applicable requirements of ERISA, applicable
         Foreign Benefit Law and other applicable laws, regulations and rules;

                  (f) The consummation of the Loans and the issuance of the
         Letters of Credit provided for herein will not involve any prohibited
         transaction under ERISA which is not subject to a statutory or
         administrative exemption; and

                  (g) No material proceeding, claim, lawsuit and/or
         investigation exists or, to the best knowledge of the Borrower after
         due inquiry, is threatened concerning or involving any Employee Benefit
         Plan;

                                       45
<PAGE>

         7.17. No Default. As of the date hereof, there does not exist any
Default or Event of Default hereunder.

         7.18. Environmental Laws. Except as listed on Schedule 7.18, the
Borrower and each Subsidiary is in compliance with all applicable Environmental
Laws and has been issued and currently maintains all required federal, state and
local permits, licenses, certificates and approvals. Except as listed on
Schedule 7.18, neither the Borrower nor any Subsidiary has been notified of any
pending or threatened action, suit, proceeding or investigation, and neither the
Borrower nor any Subsidiary is aware of any facts, which (a) calls into
question, or could reasonably be expected to call into question, compliance by
the Borrower or any Subsidiary with any Environmental Laws, (b) seeks, or could
reasonably be expected to form the basis of a meritorious proceeding, to
suspend, revoke or terminate any license, permit or approval necessary for the
operation of the Borrower's or any Subsidiary's business or facilities or for
the generation, handling, storage, treatment or disposal of any Hazardous
Materials, or (c) seeks to cause, or could reasonably be expected to form the
basis of a meritorious proceeding to cause, any property of the Borrower or any
Subsidiary to be subject to any restrictions on ownership, use, occupancy or
transferability under any Environmental Law, except where such facts and related
circumstances could not reasonably be expected to result in a Material Adverse
Effect.

         7.19. Employment Matters.

                  (a) None of the employees of the Borrower or any Subsidiary is
         subject to any collective bargaining agreement and there are no
         strikes, work stoppages, election or decertification petitions or
         proceedings, unfair labor charges, equal opportunity proceedings, or
         other material labor/employee related controversies or proceedings
         pending or, to the best knowledge of the Borrower, threatened against
         the Borrower or any Subsidiary or between the Borrower or any
         Subsidiary and any of its employees, other than employee grievances
         arising in the ordinary course of business which could not reasonably
         be expected, individually or in the aggregate, to have a Material
         Adverse Effect; and

                  (b) Except to the extent a failure to maintain compliance
         would not have a Material Adverse Effect, the Borrower and each
         Subsidiary is in compliance in all respects with all applicable laws,
         rules and regulations pertaining to labor or employment matters,
         including without limitation those pertaining to wages, hours,
         occupational safety and taxation and there is neither pending or
         threatened any litigation, administrative proceeding nor, to the
         knowledge of the Borrower, any investigation, in respect of such
         matters which, if decided adversely, could reasonably be likely,
         individually or in the aggregate, to have a Material Adverse Effect.

         7.20. RICO. Neither the Borrower nor any Subsidiary is engaged in or
has engaged in any course of conduct that could subject any of their respective
properties to any Lien, seizure or other forfeiture under any criminal law,
racketeer influenced and corrupt organizations law, civil or criminal, or other
similar laws.

         7.21. Year 2000 Compliance. The Borrower and its Subsidiaries are Year
2000 Compliant.

                                  ARTICLE VIII

                              Affirmative Covenants

         Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and where applicable will cause
each Subsidiary to:

                                       46
<PAGE>

         8.1. Financial Reports, Etc. (a) As soon as practical and in any event
within 90 days after the end of each Fiscal Year of the Borrower, deliver or
cause to be delivered to the Administrative Agent and each Lender (i) a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such Fiscal Year, and the notes thereto, and the related consolidated statements
of income, stockholders' equity and cash flows, and the respective notes
thereto, for such Fiscal Year, setting comparative financial statements for the
preceding Fiscal Year, all prepared in accordance with GAAP applied on a
Consistent Basis and containing, with respect to the consolidated financial
statements, opinions of PriceWaterhouseCoopers LLP, or other such independent
certified public accountants selected by the Borrower and approved by the
Administrative Agent (which approval shall not be unreasonably withheld), which
are unqualified as to the scope of the audit performed and as to the "going
concern" status of the Borrower and without any exception not acceptable to the
Lenders, and (ii) a certificate of an Authorized Representative demonstrating
compliance with Sections 9.1(a) and (b), which certificate shall be in the form
of Exhibit H;

         (b) as soon as practical and in any event within 45 days after the end
of each fiscal quarter (except the last fiscal quarter of the Fiscal Year),
deliver to the Administrative Agent and each Lender (i) a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter,
and the related consolidated statements of income, stockholders' equity and cash
flows for such fiscal quarter and for the period from the beginning of the then
current Fiscal Year through the end of such reporting period, and accompanied by
a certificate of an Authorized Representative to the effect that such financial
statements present fairly the financial position of the Borrower and its
Subsidiaries as of the end of such fiscal period and the results of their
operations and the changes in their financial position for such fiscal period,
in conformity with the standards set forth in Section 7.6(a) with respect to
interim financial statements, and (ii) a certificate of an Authorized
Representative containing computations for such quarter comparable to that
required pursuant to Section 8.1(a)(ii);

         (c) together with each delivery of the financial statements required by
Section 8.1(a)(i), deliver to the Administrative Agent and each Lender a letter
from the Borrower's accountants specified in Section 8.1(a)(i) stating that in
performing the audit necessary to render an opinion on the financial statements
delivered under Section 8.1(a)(i), they obtained no knowledge of any Default or
Event of Default by the Borrower in the fulfillment of the terms and provisions
of this Agreement insofar as they relate to financial matters (which at the date
of such statement remains uncured); or if the accountants have obtained
knowledge of such Default or Event of Default, a statement specifying the nature
and period of existence thereof;

         (d) promptly upon their becoming available to the Borrower, the
Borrower shall deliver to the Administrative Agent and each Lender a copy of (i)
all regular or special reports or effective registration statements which
Borrower or any Subsidiary shall file with the Securities and Exchange
Commission (or any successor thereto) or any securities exchange other than
registration statements on Form S-8, (ii) any proxy statement distributed by the
Borrower or any Subsidiary to its shareholders, bondholders or the financial
community in general, and (iii) any management letter or other report submitted
to the Borrower or any Subsidiary by independent accountants in connection with
any annual, interim or other audit of the Borrower or any Subsidiary; and

         (e) not later than the thirty (30) days following the beginning of each
Fiscal Year, deliver to the Administrative Agent and each Lender a capital and
operating expense budget and consolidated financial projections for the Borrower
and its Subsidiaries for such Fiscal Year, prepared in accordance with GAAP
applied on a Consistent Basis;

         (f) promptly, from time to time, deliver or cause to be delivered to
the Administrative Agent and each Lender such other information regarding
Borrower's and any Subsidiary's operations, business affairs and financial
condition as the Administrative Agent or such Lender may reasonably request;

                                       47
<PAGE>

         The Administrative Agent and the Lenders are hereby authorized to
deliver a copy of any such financial or other information delivered hereunder to
the Lenders (or any affiliate of any Lender) or to the Administrative Agent, to
any Governmental Authority having jurisdiction over the Administrative Agent or
any of the Lenders pursuant to any written request therefor or in the ordinary
course of examination of loan files, or to any other Person who shall acquire or
consider the assignment of, or acquisition of any participation interest in, any
Obligation permitted by this Agreement.

         8.2. Maintain Properties. Maintain all properties necessary to its
operations in good working order and condition, make all needed repairs,
replacements and renewals to such properties, and maintain free from Liens all
trademarks, trade names, patents, copyrights, trade secrets, know-how, and other
intellectual property and proprietary information (or adequate licenses
thereto), in each case as are reasonably necessary to conduct its business as
currently conducted or as contemplated hereby, all in accordance with customary
and prudent business practices except where the failure to do so would not be
reasonably expected to have a Material Adverse Effect.

         8.3. Existence, Qualification, Etc. Except as otherwise expressly
permitted under Section 9.8, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material rights
and franchises, and maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary except where the failure to so qualify would not have
a Material Adverse Effect.

         8.4. Regulations and Taxes. Comply in all material respects with or
contest in good faith all statutes and governmental regulations and pay all
taxes, assessments, governmental charges, claims for labor, supplies, rent and
any other obligation which, if unpaid, would become a Lien against any of its
properties except liabilities being contested in good faith by appropriate
proceedings diligently conducted and against which adequate reserves have been
established unless and until any Lien resulting therefrom attaches to any of its
property and becomes subject to execution against such property.

         8.5. Insurance. (a) Keep all of its insurable properties adequately
insured at all times with responsible insurance carriers against loss or damage
by fire and other hazards to the extent and in the manner as are customarily
insured against by similar businesses owning such properties similarly situated,
(b) maintain general public liability insurance at all times with responsible
insurance carriers against liability on account of damage to persons and
property and (c) maintain insurance under all applicable workers' compensation
laws (or in the alternative, maintain required reserves if self-insured for
workers' compensation purposes) and against loss by reason by business
interruption such policies of insurance to have such limits, deductibles,
exclusions, co-insurance and other provisions providing no less coverages than
that specified in Schedule 8.5, such insurance policies to be in form reasonably
satisfactory to the Administrative Agent. Each of the policies of insurance
described in this Section 8.5 shall provide that the insurer shall give the
Administrative Agent not less than thirty (30) days' prior written notice before
any such policy shall be terminated, lapse or be altered in any manner.

         8.6. True Books. Keep true books of record and account in which full,
true and correct entries will be made of all of its dealings and transactions,
and set up on its books such reserves as may be required by GAAP with respect to
doubtful accounts and all taxes, assessments, charges, levies and claims and
with respect to its business in general, and include such reserves in interim as
well as year-end financial statements.

         8.7. Year 2000 Compliance. The Borrower will promptly notify the
Administrative Agent and the Lenders in the event the Borrower discovers or
determines that any computer application (including those affected by
information received from its suppliers and vendors) that is material to its or
any of its Subsidiaries' business and operations is not Year 2000 Compliant,
except to the extent that such failure could not reasonably be expected to have
a Material Adverse Effect.

                                       48
<PAGE>

         8.8. Right of Inspection. Permit any Person designated by any Lender or
the Administrative Agent to visit and inspect any of the properties, corporate
books and financial reports of the Borrower or any Subsidiary and to discuss its
affairs, finances and accounts with its principal officers and independent
certified public accountants, all at reasonable times, at reasonable intervals
and with reasonable prior notice.

         8.9. Observe all Laws. Conform to and duly observe all laws, rules and
regulations and all other valid requirements of any Governmental Authority with
respect to the conduct of its business if the failure to observe such laws,
rules, regulations and other requirements could reasonably be expected to have a
Material Adverse Effect.

         8.10. Governmental Licenses. Obtain and maintain all licenses, permits,
certifications and approvals of all applicable Governmental Authorities as are
required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents if the failure to obtain and maintain such
licenses, permits, certifications and approvals could reasonably be expected to
have a Material Adverse Effect.

         8.11. Covenants Extending to Other Persons. Cause each of its
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of the Borrower in Sections 8.2 through 8.11, and 8.20
inclusive.

         8.12. Officer's Knowledge of Default. Upon any officer of the Borrower
obtaining knowledge of any Default or Event of Default hereunder or under any
other obligation of the Borrower or any Subsidiary or other Credit Party to any
Lender, or any event, development or occurrence which could reasonably be
expected to have a Material Adverse Effect, cause such officer or an Authorized
Representative to promptly notify the Administrative Agent of the nature
thereof, the period of existence thereof, and what action the Borrower or such
Subsidiary or other Credit Party proposes to take with respect thereto.

         8.13. Suits or Other Proceedings. Upon any officer of the Borrower
obtaining knowledge of any litigation or other proceedings being instituted
against the Borrower or any Subsidiary or other Credit Party, or any attachment,
levy, execution or other process being instituted against any assets of the
Borrower or any Subsidiary or other Credit Party, making a claim or claims in an
aggregate amount greater than $5,000,000 not otherwise covered by insurance,
deliver to the Administrative Agent within seven (7) Business Days written
notice thereof stating the nature and status of such litigation, dispute,
proceeding, levy, execution or other proceSection

         8.14. Notice of Environmental Complaint or Condition. Promptly provide
to the Administrative Agent true, accurate and complete copies of any and all
notices, complaints, orders, directives, claims or citations received by the
Borrower or any Subsidiary relating to any (a) violation or alleged violation by
the Borrower or any Subsidiary of any applicable Environmental Law; (b) release
or threatened release by the Borrower or any Subsidiary, or by any Person
handling, transporting or disposing of any Hazardous Material on behalf of the
Borrower or any Subsidiary, or at any facility or property owned or leased or
operated by the Borrower or any Subsidiary, of any Hazardous Material, except
where occurring legally pursuant to a permit or license; or (c) liability or
alleged liability of the Borrower or any Subsidiary for the costs of cleaning
up, removing, remediating or responding to a release of Hazardous Materials.

         8.15. Environmental Compliance. If the Borrower or any Subsidiary shall
receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law,
has released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, the
Borrower and any Subsidiary shall, within the time period permitted and to the
extent required by the applicable Environmental Law or the Governmental

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Authority responsible for enforcing such Environmental Law, remove or remedy, or
cause the applicable Subsidiary to remove or remedy, such violation or release
or satisfy such liability.

         8.16. Indemnification. Without limiting the generality of Section 12.9,
the Borrower hereby agrees to indemnify and hold the Administrative Agent and
the Lenders and any affiliate of any Lender party to a Swap Agreement, and their
respective officers, directors, employees and agents, harmless from and against
any and all claims, losses, penalties, liabilities, damages and expenses
(including assessment and cleanup costs and reasonable attorneys', consultants'
or other expert fees, expenses and disbursements) arising directly or indirectly
from, out of or by reason of (a) the violation of any Environmental Law by the
Borrower or any Subsidiary or with respect to any property owned, operated or
leased by the Borrower or any Subsidiary or (b) the handling, storage,
transportation, treatment, emission, release, discharge or disposal of any
Hazardous Materials by or on behalf of the Borrower or any Subsidiary, or on or
with respect to property owned or leased or operated by the Borrower or any
Subsidiary. The provisions of this Section 8.16 shall survive repayment of the
Obligations and the Facility Termination Date and expiration or termination of
this Agreement.

         8.17. Further Assurances. At the Borrower's cost and expense, upon
request of the Administrative Agent, duly execute and deliver or cause to be
duly executed and delivered, to the Administrative Agent such further
instruments, documents, certificates, financing and continuation statements, and
do and cause to be done such further acts that may be reasonably necessary or
advisable in the reasonable opinion of the Administrative Agent to carry out
more effectively the provisions and purposes of this Agreement and the other
Loan Documents.

         8.18. Employee Benefit Plans.

                  (a) With reasonable promptness, and in any event within thirty
        (30) days thereof, give notice to the Administrative Agent of (a) the
        establishment of any new Pension Plan (which notice shall include a copy
        of such plan), (b) the commencement of contributions to any Employee
        Benefit Plan to which the Borrower or any of its ERISA Affiliates was
        not previously contributing, (c) any material increase in the benefits
        of any existing Employee Benefit Plan, (d) each funding waiver request
        filed with respect to any Pension Plan and all communications received
        or sent by the Borrower or any ERISA Affiliate with respect to such
        request and (e) the failure of the Borrower or any ERISA Affiliate to
        make a required installment or payment under Section 302 of ERISA or
        Section 412 of the Code (in the case of Employee Benefit Plans regulated
        by the Code or ERISA) or under any Foreign Benefit Law (in the case of
        Employee Benefit Plans regulated by any Foreign Benefit Law) by the due
        date;

                  (b) Promptly and in any event within fifteen (15) days of
        becoming aware of the occurrence or forthcoming occurrence of any (a)
        Termination Event or (b) nonexempt "prohibited transaction," as such
        term is defined in Section 406 of ERISA or Section 4975 of the Code, in
        connection with any Employee Benefit Plan or any trust created
        thereunder, deliver to the Administrative Agent a notice specifying the
        nature thereof, what action the Borrower or any ERISA Affiliate has
        taken, is taking or proposes to take with respect thereto and, when
        known, any action taken or threatened by the Internal Revenue Service,
        the Department of Labor or the PBGC with respect thereto; and

                  (c) With reasonable promptness but in any event within fifteen
        (15) days for purposes of clauses (a), (b) and (c), deliver to the
        Administrative Agent copies of (a) any unfavorable determination letter
        from the Internal Revenue Service regarding the qualification of an
        Employee Benefit Plan under Section 401(a) of the Code, (b) all notices
        received by the Borrower or any ERISA Affiliate of the PBGC's or any
        Governmental Authority's intent to terminate any Pension Plan or to have
        a trustee appointed to administer any Pension Plan, (c) each Schedule B
        (Actuarial Information) to the annual report (Form 5500 Series) filed by
        the Borrower or any ERISA Affiliate with the Internal Revenue Service

                                       50
<PAGE>

        with respect to each Employee Benefit Plan and (d) all notices received
        by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor
        concerning the imposition or amount of withdrawal liability pursuant to
        Section 4202 of ERISA. The Borrower will notify the Administrative Agent
        in writing within five (5) Business Days of the Borrower or any ERISA
        Affiliate obtaining knowledge or reason to know that the Borrower or any
        ERISA Affiliate has filed or intends to file a notice of intent to
        terminate any Pension Plan under a distress termination within the
        meaning of Section 4041(c) of ERISA.

         8.19. Continued Operations. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted.

         8.20. New Subsidiaries. Within thirty (30) days of the acquisition or
creation of any Domestic Subsidiary, other than a Receivables Subsidiary, cause
to be delivered to the Administrative Agent each of the following:

                  (a) a Facility Guaranty executed by such Domestic Subsidiary
         substantially in the form of Exhibit I;

                  (b) an opinion of counsel to such Domestic Subsidiary dated as
         of the date of delivery of the Facility Guaranty described in this
         Section 8.20 and addressed to the Administrative Agent and the Lenders,
         in form and substance reasonably acceptable to the Administrative Agent
         (which opinion may include assumptions and qualifications of similar
         effect to those contained in the opinions of counsel delivered pursuant
         to Section 6.1(a)), to the effect that:

                           (i) such Domestic Subsidiary is duly organized,
                  validly existing and in good standing in the jurisdiction of
                  its formation, has the requisite power and authority to own
                  its properties and conduct its business as then owned and then
                  conducted and proposed to be conducted and to execute, deliver
                  and perform the Facility Guaranty described in this Section
                  8.20, and is duly qualified to transact business and is in
                  good standing as a foreign corporation or partnership in each
                  other jurisdiction in which the character of the properties
                  owned or leased, or the business carried on by it, requires
                  such qualification and the failure to be so qualified would
                  reasonably be likely to result in a Material Adverse Effect;

                           (ii) the execution, delivery and performance of the
                  Facility Guaranty described in this Section 8.20 have been
                  duly authorized by all requisite corporate or partnership
                  action (including any required shareholder or partner
                  approval), such agreement has been duly executed and delivered
                  and constitutes the valid and binding agreement of such
                  Domestic Subsidiary, enforceable against such Subsidiary in
                  accordance with its terms, subject to the effect of any
                  applicable bankruptcy, moratorium, insolvency, reorganization
                  or other similar law affecting the enforceability of
                  creditors' rights generally and to the effect of general
                  principles of equity (whether considered in a proceeding at
                  law or in equity); and

                  (c) current copies of the Organizational Documents and
         Operating Documents of such Domestic Subsidiary, minutes of duly called
         and conducted meetings (or duly effected consent actions) of the Board
         of Directors, partners, or appropriate committees thereof (and, if
         required by such Organizational Documents, Operating Documents or
         applicable law, of the shareholders, members or partners) of such
         Domestic Subsidiary authorizing the actions and the execution and
         delivery of documents described in this Section 8.20.


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                                   ARTICLE IX

                               Negative Covenants

         Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will not, nor will it permit any
Subsidiary to:

         9.1. Financial Covenants

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage at any time to be greater than 2.00 to 1.00.

                  (b) Consolidated Interest Coverage Ratio. Permit the
         Consolidated Interest Coverage Ratio as of the end of any Four-Quarter
         Period to be less than 4.00 to 1.00.

         9.2. Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired are substantially the same as one or more
line or lines of business conducted by the Borrower and its Subsidiaries, (ii)
no Default or Event of Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition and,
if the Cost of Acquisition is in excess of $25,000,000, the Borrower shall have
furnished to the Administrative Agent (A) pro forma historical financial
statements as of the end of the most recently completed Fiscal Year of the
Borrower and most recent interim fiscal quarter, if applicable giving effect to
such Acquisition and (B) a certificate in the form of Exhibit H prepared on a
historical pro forma basis as of the most recent date for which financial
statements have been furnished pursuant to Section 7.6(a) or Section 8.1(a) or
(b) giving effect to such Acquisition, which certificate shall demonstrate that
no Default or Event of Default would exist immediately after giving effect
thereto, (iii) the Person acquired shall be a wholly-owned Domestic Subsidiary,
or be merged into the Borrower or a wholly-owned Domestic Subsidiary,
immediately upon consummation of the Acquisition (or if assets are being
acquired, the acquiror shall be the Borrower or a wholly-owned Domestic
Subsidiary), and (iv) if the Cost of Acquisition shall exceed $75,000,000, the
Required Lenders shall consent to such Acquisition in their discretion.

         9.3. Liens. Incur, create or permit to exist any Lien, charge or other
encumbrance of any nature whatsoever with respect to any property or assets now
owned or hereafter acquired by the Borrower or any Subsidiary, other than

                  (a) Liens existing as of the date hereof as set forth in
         Schedule 7.7;

                  (b) Liens imposed by law for taxes, assessments or charges of
         any Governmental Authority for claims not yet due or which are being
         contested in good faith by appropriate proceedings diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained in accordance with GAAP and which Liens
         are not yet subject to execution against the property to which such
         Lien attaches;

                  (c) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law or
         created in the ordinary course of business and in existence less than
         90 days from the date of creation thereof for amounts not yet due or
         which are being contested in good faith by appropriate proceedings
         diligently conducted and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with

                                       52
<PAGE>

         GAAP and which Liens are not yet subject to execution against the
         property to which such Lien attaches;

                  (d) Liens incurred or deposits made in the ordinary course of
         business (including, without limitation, surety bonds and appeal bonds)
         in connection with workers' compensation, unemployment insurance and
         other types of social security benefits or to secure the performance of
         tenders, bids, leases, contracts (other than for the repayment of
         Indebtedness), statutory obligations and other similar obligations or
         arising as a result of progress payments under government contracts;

                  (e) easements (including reciprocal easement agreements and
         utility agreements), rights-of-way, covenants, consents, reservations,
         encroachments, variations and zoning and other restrictions, charges or
         encumbrances (whether or not recorded), which do not interfere
         materially with the ordinary conduct of the business of the Borrower or
         any Subsidiary and which do not materially detract from the value of
         the property to which they attach or materially impair the use thereof
         to the Borrower or any Subsidiary;

                  (f) purchase money Liens to secure Indebtedness permitted
         under Section 9.4(d) and incurred to purchase fixed assets, provided
         such Indebtedness represents not less than 75% of the purchase price of
         such assets as of the date of purchase thereof and no property other
         than the assets so purchased secures such Indebtedness;

                  (g) Liens arising in connection with Capital Leases permitted
         under Section 9.4(e); provided that no such Lien shall extend to any
         Collateral or to any other property other than the assets subject to
         such Capital Leases; and

                  (h) Liens in connection with a Permitted Receivables
         Securitization.

         9.4. IndebtedneSection Incur, create, assume or permit to exist any
Indebtedness, howsoever evidenced, except:

                  (a) Indebtedness existing as of the Closing Date as set forth
         in Schedule 7.6; provided, except as provided in clause (h) of this
         Section 9.4, none of the instruments and agreements evidencing or
         governing such Indebtedness shall be amended, modified or supplemented
         after the Closing Date to change any terms of subordination, repayment
         or rights of enforcement, conversion, put, exchange or other rights
         from such terms and rights as in effect on the Closing Date;

                  (b) Indebtedness owing to the Administrative Agent or any
         Lender in connection with this Agreement, any Note or other Loan
         Document;

                  (c) the endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;

                  (d) purchase money Indebtedness described in Section 9.3(f)
         not to exceed an aggregate outstanding principal amount at any time of
         $10,000,000;

                  (e) Indebtedness arising under Capital Leases not to exceed an
         aggregate outstanding amount at any time of $10,000,000;

                  (f) unsecured intercompany Indebtedness for loans and advances
         made by the Borrower or any Guarantor to the Borrower or any Guarantor;

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<PAGE>

                  (g) additional unsecured Indebtedness for Money Borrowed not
         otherwise covered by clauses (a) through (f) above, provided that the
         aggregate outstanding principal amount of all such other Indebtedness
         permitted under this clause (g) shall in no event exceed $50,000,000 at
         any time;

                  (h) Indebtedness extending the maturity of, or renewing,
         refunding or refinancing, in whole or in part, Indebtedness incurred
         under clause (a) of this Section 9.4, provided that the terms of any
         such extension, renewal, refunding or refinancing Indebtedness (and of
         any agreement or instrument entered into in connection therewith) are
         no less favorable to the Administrative Agent and the Lenders than the
         terms of the Indebtedness as in effect prior to such action, and
         provided further that (1) the aggregate principal amount of or interest
         rate or rates and fees payable on such extended, renewed, refunded or
         refinanced Indebtedness shall not be increased by such action, (2) the
         group of direct or contingent obligors on such Indebtedness shall not
         be expanded as a result of any such action, and (3) immediately before
         and immediately after giving effect to any such extension, renewal,
         refunding or refinancing, no Default or Event of Default shall have
         occurred and be continuing;

                  (i) Rate Hedging Obligations to the extent permitted under
         Section 9.16; and

                  (j) Intercompany Indebtedness permitted under Section 9.6(g).

         9.5 Transfer of Assets. Sell, lease, transfer or otherwise dispose of
any assets of Borrower or any Subsidiary other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of property that
is substantially worn, damaged, obsolete or, in the judgment of the Borrower, no
longer best used or useful in its business or that of any Subsidiary, (c)
transfers of assets necessary to give effect to merger or consolidation
transactions permitted by Section 9.7, (d) the disposition of Eligible
Securities in the ordinary course of management of the investment portfolio of
the Borrower and its Subsidiaries, (e) sales of assets during the term of this
Agreement not exceeding 20% of Consolidated Total Assets as determined at the
time of any such sale, and (f) sales of accounts receivable in connection with
any Permitted Receivables Securitization.

         9.6. Investments. Purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever in any other Person or permit to exist any loans
or advances to any Person, except that Borrower may maintain investments or
invest in:

                  (a) securities of any Person acquired in an Acquisition
         permitted hereunder;

                  (b) Eligible Securities;

                  (c) loans and investments existing as of the date hereof and
         as set forth in Schedule 7.4;

                  (d) accounts receivable arising and trade credit granted in
         the ordinary course of business and any securities received in
         satisfaction or partial satisfaction thereof in connection with
         accounts of financially troubled Persons to the extent reasonably
         necessary in order to prevent or limit loss;

                  (e) investments in Subsidiaries which are Guarantors;

                  (f) loans between the Borrower and the Guarantors described in
         Section 9.4(f);

                  (g) loans and advances to Subsidiaries who are not Guarantors
         provided the aggregate outstanding principal amount of such loans and
         advances shall not at any time exceed $15,000,000, not including such

                                       54
<PAGE>

         existing loans and advances as shown on Schedule 7.4 hereto; and

                  (h) other loans, advances and investments in an aggregate
         principal amount at any time outstanding not to exceed $5,000,000.

         9.7. Merger or Consolidation. (a) Consolidate with or merge into any
other Person, or (b) permit any other Person to merge into it, or (c) sell,
transfer or lease or otherwise dispose of all or a substantial part of its
assets (other than sales permitted under Section 9.5(a), (b) and (d)); provided,
however, (i) any Subsidiary of the Borrower may merge or transfer all or
substantially all of its assets into or consolidate with the Borrower or any
wholly-owned Domestic Subsidiary of the Borrower, and (ii) any other Person may
merge into or consolidate with the Borrower or any wholly-owned Domestic
Subsidiary and any Subsidiary may merge into or consolidate with any other
Person in order to consummate an Acquisition permitted by Section 9.2, provided
further, that any resulting or surviving entity shall execute and deliver such
agreements and other documents, including a Facility Guaranty, and take such
other action as the Administrative Agent may require to evidence or confirm its
express assumption of the obligations and liabilities of its predecessor
entities under the Loan Documents.

         9.8. Restricted Payments. Make any Restricted Payment or apply or set
apart any of their assets therefor or agree to do any of the foregoing;
provided, however, the Borrower may, if immediately prior to and immediately
after giving effect to any of the following payments no Default or Event of
Default shall exist or occur and be continuing, make purchases in arms length
transactions of its common stock, provided the payments made in connection with
such purchases do not exceed the sum of (a) $75,000,000 and (b) 25% of its
Consolidated Net Income for each Fiscal Year ending after the Closing Date (on a
cumulative basis), in the aggregate during the term of this Agreement; provided,
further, however, that at no time shall the aggregate book value of all treasury
stock of the Borrower exceed 20% of Consolidated Total Assets.

         9.9. Transactions with Affiliates. Other than transactions permitted
under Sections 9.6 and 9.7, enter into any transaction after the Closing Date,
including, without limitation, the purchase, sale, lease or exchange of
property, real or personal, or the rendering of any service, with any Affiliate
of the Borrower, except (a) that such Persons may render services to the
Borrower or its Subsidiaries for compensation at the same rates generally paid
by Persons engaged in the same or similar businesses for the same or similar
services, (b) that the Borrower or any Subsidiary may render services to such
Persons for compensation at the same rates generally charged by the Borrower or
such Subsidiary and (c) in either case in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's (or any Subsidiary's)
business consistent with past practice of the Borrower and its Subsidiaries and
upon fair and reasonable terms no less favorable to the Borrower (or any
Subsidiary) than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate.

         9.10. Compliance with ERISA, the Code and Foreign Benefit Laws. With
respect to any Pension Plan, Employee Benefit Plan or Multiemployer Plan:

                  (a) permit the occurrence of any Termination Event which would
         result in a liability on the part of the Borrower or any ERISA
         Affiliate to the PBGC or to any Governmental Authority; or

                  (b) permit the present value of all benefit liabilities under
         all Pension Plans to exceed the current value of the assets of such
         Pension Plans allocable to such benefit liabilities; or

                  (c) permit any accumulated funding deficiency (as defined in
         Section 302 of ERISA and Section 412 of the Code) with respect to any
         Pension Plan, whether or not waived; or

                                       55
<PAGE>

                  (d) fail to make any contribution or payment to any
         Multiemployer Plan which the Borrower or any ERISA Affiliate may be
         required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto; or

                  (e) engage, or permit any Borrower or any ERISA Affiliate to
         engage, in any prohibited transaction under Section 406 of ERISA or
         Sections 4975 of the Code for which a civil penalty pursuant to Section
         502(I) of ERISA or a tax pursuant to Section 4975 of the Code may be
         imposed; or

                  (f) permit the establishment of any Employee Benefit Plan
         providing post-retirement welfare benefits or establish or amend any
         Employee Benefit Plan which establishment or amendment could result in
         liability to the Borrower or any ERISA Affiliate or increase the
         obligation of the Borrower or any ERISA Affiliate to a Multiemployer
         Plan; or

                  (g) fail, or permit the Borrower or any ERISA Affiliate to
         fail, to establish, maintain and operate each Employee Benefit Plan in
         compliance in all material respects with the provisions of ERISA, the
         Code, all applicable Foreign Benefit Laws and all other applicable laws
         and the regulations and interpretations thereof.

         9.11. Fiscal Year.  Change its Fiscal Year.

         9.12. Dissolution, Etc. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a merger or
consolidation permitted pursuant to Section 9.7.

         9.13. Limitations on Sales and Leasebacks. Enter into any arrangement
or arrangements with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property, whether now owned or hereafter acquired
in a single transaction or series of related transactions, which has been or is
to be sold or transferred by the Borrower or any Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of the Borrower or any
Subsidiary; provided, however, so long as no Default or Event of Default has
occurred and is continuing or would exist as a result of such a transaction, the
Borrower and its Subsidiaries shall be permitted to enter into sale and
leaseback transactions so long as (i) the aggregate net cash proceeds received
for all such sales or dispositions does not exceed $25,000,000 during the term
of this Agreement and (ii) the purchase price for each such sale and leaseback
is no less than the fair market value of the applicable asset at the time of
sale.

         9.14. Change in Control. Cause, suffer or permit to exist or occur any
Change of Control.

         9.15. Negative Pledge Clauses. Enter into or cause, suffer or permit to
exist any agreement with any Person other than the Administrative Agent and the
Lenders pursuant to this Agreement or any other Loan Documents which prohibits
or limits the ability of any of the Borrower or any Subsidiary to create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, provided that the Borrower and any
Subsidiary may enter into such an agreement in connection with, and that applies
only to, property acquired with the proceeds of purchase money Indebtedness
permitted hereunder and a Receivables Subsidiary may enter into such an
agreement.

         9.16. Rate Hedging Obligations. Incur any Rate Hedging Obligations or
enter into any agreements, arrangements, devices or instruments relating to Rate
Hedging Obligations, except (i) pursuant to Swap Agreements in an aggregate
notional amount not to exceed at any time 50% of the Total Revolving Credit
Commitment, and (ii) Rate Hedging Obligations incurred to limit risks of
currency or interest rate fluctuations to which the Borrower and its
Subsidiaries are otherwise subject by virtue of the operation of their
respective businesses, and not for speculative purposes.

                                       56
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                                    ARTICLE X

                       Events of Default and Acceleration

         10.1. Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

                  (a) if default shall be made in the due and punctual payment
         of the principal of any Loan, Reimbursement Obligation or other
         Obligation, when and as the same shall be due and payable whether
         pursuant to any provision of Article II or Article III or Article IV,
         at maturity, by acceleration or otherwise; or

                  (b) if default shall be made in the due and punctual payment
         of any amount of interest on any Loan, Reimbursement Obligation or
         other Obligation or of any fees or other amounts payable to any of the
         Lenders or the Administrative Agent within three (3) days of the date
         on which the same shall be due and payable; or

                  (c) if default shall be made in the performance or observance
         of any covenant set forth in Section 8.8, 8.12, 8.13, 8.20 or Article
         IX;

                  (d) if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in this Agreement or the Notes (other than as
         described in clauses (a), (b) or (c) above) and such default shall
         continue for thirty (30) or more days after the earlier of receipt of
         notice of such default by the Authorized Representative from the
         Administrative Agent or an officer of the Borrower becomes aware of
         such default, or if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in any of the other Loan Documents (beyond any
         applicable grace period, if any, contained therein) or in any
         instrument or document evidencing or creating any obligation, guaranty,
         or Lien in favor of the Administrative Agent or any of the Lenders or
         delivered to the Administrative Agent or any of the Lenders in
         connection with or pursuant to this Agreement or any of the
         Obligations, or if any Loan Document ceases to be in full force and
         effect (other than as expressly provided for hereunder or thereunder or
         with the express written consent of the Administrative Agent), or if
         without the written consent of the Lenders, this Agreement or any other
         Loan Document or Transaction Document shall be disaffirmed or shall
         terminate, be terminable or be terminated or become void or
         unenforceable for any reason whatsoever (other than as expressly
         provided for hereunder or thereunder or with the express written
         consent of the Administrative Agent); or

                  (e) if there shall occur (i) a default, which is not waived,
         in the payment of any principal, interest, premium or other amount with
         respect to any Indebtedness (other than the Loans and other
         Obligations) of the Borrower or any Subsidiary in an amount not less
         than $5,000,000 in the aggregate outstanding, or (ii) a default, which
         is not waived, in the performance, observance or fulfillment of any
         term or covenant contained in any agreement or instrument under or
         pursuant to which any such Indebtedness may have been issued, created,
         assumed, guaranteed or secured by the Borrower or any Subsidiary, or
         (iii) any other event of default as specified in any agreement or
         instrument under or pursuant to which any such Indebtedness may have
         been issued, created, assumed, guaranteed or secured by the Borrower or
         any Subsidiary, and such default or event of default shall continue for
         more than the period of grace, if any, therein specified, or such

                                       57
<PAGE>

         default or event of default shall permit the holder of any such
         Indebtedness (or any agent or trustee acting on behalf of one or more
         holders) to accelerate the maturity thereof; or

                  (f) if any representation, warranty or other statement of fact
         contained in any Loan Document or in any writing, certificate, report
         or statement at any time furnished to the Administrative Agent or any
         Lender by or on behalf of the Borrower or any other Credit Party
         pursuant to or in connection with any Loan Document, or otherwise,
         shall be false or misleading in any material respect when given; or

                  (g) if the Borrower or any Subsidiary or other Credit Party
         shall be unable to pay its debts generally as they become due; file a
         petition to take advantage of any insolvency statute; make an
         assignment for the benefit of its creditors; commence a proceeding for
         the appointment of a receiver, trustee, liquidator or conservator of
         itself or of the whole or any substantial part of its property; file a
         petition or answer seeking liquidation, reorganization or arrangement
         or similar relief under the federal bankruptcy laws or any other
         applicable law or statute; or

                  (h) if a court of competent jurisdiction shall enter an order,
         judgment or decree appointing a custodian, receiver, trustee,
         liquidator or conservator of the Borrower or any Subsidiary or other
         Credit Party or of the whole or any substantial part of its properties
         and such order, judgment or decree continues unstayed and in effect for
         a period of sixty (60) days, or approve a petition filed against the
         Borrower or any Subsidiary seeking liquidation, reorganization or
         arrangement or similar relief under the federal bankruptcy laws or any
         other applicable law or statute of the United States of America or any
         state, which petition is not dismissed within sixty (60) days; or if,
         under the provisions of any other law for the relief or aid of debtors,
         a court of competent jurisdiction shall assume custody or control of
         the Borrower or any Subsidiary or other Credit Party or of the whole or
         any substantial part of its properties, which control is not
         relinquished within sixty (60) days; or if there is commenced against
         the Borrower or any Subsidiary or other Credit Party any proceeding or
         petition seeking reorganization, arrangement or similar relief under
         the federal bankruptcy laws or any other applicable law or statute of
         the United States of America or any state which proceeding or petition
         remains undismissed for a period of sixty (60) days; or if the Borrower
         or any Subsidiary or other Credit Party takes any action to indicate
         its consent to or approval of any such proceeding or petition; or

                  (i) if (i) one or more judgments or orders where the amount
         not covered by insurance (or the amount as to which the insurer denies
         liability) is in excess of $500,000 is rendered against the Borrower or
         any Subsidiary, or (ii) there is any attachment, injunction or
         execution against any of the Borrower's or Subsidiaries' properties for
         any amount in excess of $500,000 in the aggregate; and such judgment,
         attachment, injunction or execution remains unpaid, unstayed,
         undischarged, unbonded or undismissed for a period of thirty (30) days;
         or

                  (j) if the Borrower or any Subsidiary shall, other than in the
         ordinary course of business (as determined by past practices), suspend
         all or any part of its operations material to the conduct of the
         business of the Borrower or such Subsidiary for a period of more than
         60 days; or

                  (k) if the Borrower or any Subsidiary shall breach any of the
         material terms or conditions of any agreement under which any Rate
         Hedging Obligation permitted hereby is created and such breach shall
         continue beyond any grace period, if any, relating thereto pursuant to
         the terms of such agreement, or if the Borrower or any Subsidiary shall
         disaffirm or seek to disaffirm any such agreement or any of its
         obligations thereunder; or

                  (l) if there shall occur and not be waived an Event of Default
         as defined in any of the other Loan Documents;

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<PAGE>

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived or cured,

                           (A) either or both of the following actions may be
                  taken: (i) the Administrative Agent may, and at the direction
                  of the Required Lenders shall, declare any obligation of the
                  Lenders and the Issuing Bank to make further Revolving Loans
                  and Swing Line Loans or to issue additional Letters of Credit
                  terminated, whereupon the obligation of each Lender to make
                  further Revolving Loans, of Bank of America to make further
                  Swing Line Loans, and of the Issuing Bank to issue additional
                  Letters of Credit, hereunder shall terminate immediately, and
                  (ii) the Administrative Agent shall at the direction of the
                  Required Lenders, at their option, declare by notice to the
                  Borrower any or all of the Obligations to be immediately due
                  and payable, and the same, including all interest accrued
                  thereon and all other obligations of the Borrower to the
                  Administrative Agent and the Lenders, shall forthwith become
                  immediately due and payable without presentment, demand,
                  protest, notice or other formality of any kind, all of which
                  are hereby expressly waived, anything contained herein or in
                  any instrument evidencing the Obligations to the contrary
                  notwithstanding; provided, however, that notwithstanding the
                  above, if there shall occur an Event of Default under clause
                  (g) or (h) above that is continuing, then the obligation of
                  the Lenders to make Revolving Loans, of Bank of America to
                  make Swing Line Loans, and of the Issuing Bank to issue
                  Letters of Credit hereunder shall automatically terminate and
                  any and all of the Obligations shall be immediately due and
                  payable without the necessity of any action by the
                  Administrative Agent or the Required Lenders or notice to the
                  Administrative Agent or the Lenders;

                           (B) The Borrower shall, upon demand of the
                  Administrative Agent or the Required Lenders, deposit cash
                  with the Administrative Agent in an amount equal to the amount
                  of any Letter of Credit Outstandings, as collateral security
                  for the repayment of any future drawings or payments under
                  such Letters of Credit, and such amounts shall be held by the
                  Administrative Agent pursuant to the terms of the LC Account
                  Agreement; and

                           (C) the Administrative Agent and each of the Lenders
                  shall have all of the rights and remedies available under the
                  Loan Documents or under any applicable law.

         10.2. Administrative Agent to Act. In case any one or more Events of
Default shall occur and not have been waived or cured, subject to the provisions
of Article XI, the Administrative Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights and remedies
contained herein or in any other Loan Document, or as may be otherwise available
at law or in equity.

         10.3. Cumulative Rights No right or remedy herein conferred upon the
Lenders or the Administrative Agent is intended to be exclusive of any other
rights or remedies contained herein or in any other Loan Document, and every
such right or remedy shall be cumulative and shall be in addition to every other
such right or remedy contained herein and therein or now or hereafter existing
at law or in equity or by statute, or otherwise.

         10.4. No Waiver. No course of dealing between the Borrower and any
Lender or the Administrative Agent or any failure or delay on the part of any
Lender or the Administrative Agent in exercising any rights or remedies under
any Loan Document or otherwise available to it shall operate as a waiver of any
rights or remedies and no single or partial exercise of any rights or remedies
shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder or of the same right or remedy on a future occasion.

         10.5. Allocation of Proceeds. If an Event of Default has occurred and
not been waived or cured, and the maturity of the Notes has been accelerated
pursuant to Article X hereof, all payments received by the Administrative Agent

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<PAGE>

hereunder, in respect of any principal of or interest on the Obligations or any
other amounts payable by the Borrower hereunder, shall be applied by the
Administrative Agent in the following order:

                  (a) amounts due to the Lenders and the Issuing Bank pursuant
         to Sections 4.6(a), 4.6(b), 4.6(c), and 12.5;

                  (b) amounts due to the Administrative Agent pursuant to
         Section 4.6(d);

                  (c) payments of interest on Loans, Swing Line Loans and
         Reimbursement Obligations, to be applied for the ratable benefit of the
         Lenders (with amounts payable in respect of Swing Line Outstandings
         being included in such calculation and paid to Bank of America);

                  (d) payments of principal of Loans, Swing Line Loans and
         Reimbursement Obligations, to be applied for the ratable benefit of the
         Lenders (with amounts payable in respect of Swing Line Outstandings
         being included in such calculation and paid to Bank of America);

                  (e) payments of cash amounts to the Administrative Agent in
         respect of outstanding Letters of Credit pursuant to Section 10.1(B);

                  (f) amounts due to the Issuing Bank, the Administrative Agent
         and the Lenders pursuant to Sections 3.2(h), 8.16 and 12.9;

                  (g) payments of all other amounts due under any of the Loan
         Documents, if any, to be applied for the ratable benefit of the
         Lenders;

                  (h) amounts due to any of the Lenders or their affiliates in
         respect of Obligations consisting of liabilities under any Swap
         Agreement with any of the Lenders or their affiliates on a pro rata
         basis according to the amounts owed; and

                  (i) any surplus remaining after application as provided for
         herein, to the Borrower or otherwise as may be required by applicable
         law.


                                   ARTICLE XI

                            The Administrative Agent

         11.1. Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
under this Agreement and the other Loan Documents with such powers and
discretion as are specifically 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. The Administrative Agent (which
term as used in this sentence and in Section 11.5 and the first sentence of
Section 11.6 hereof shall include its affiliates and its own and its affiliates'
officers, directors, employees, and agents):

                  (a) shall not have any duties or responsibilities except those
         expressly set forth in this Agreement and shall not be a trustee or
         fiduciary for any Lender;

                  (b) shall not be responsible to the Lenders for any recital,
         statement, representation, or warranty (whether written or oral) made
         in or in connection with any Loan Document or any certificate or other
         document referred to or provided for in, or received by any of them
         under, any Loan Document, or for the value, validity, effectiveness,
         genuineness, enforceability, or sufficiency of any Loan Document, or
         any other document referred to or provided for therein or for any

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<PAGE>

         failure by any Credit Party or any other Person to perform any of its
         obligations thereunder;

                  (c) shall not be responsible for or have any duty to
         ascertain, inquire into, or verify the performance or observance of any
         covenants or agreements by any Credit Party or the satisfaction of any
         condition or to inspect the property (including the books and records)
         of any Credit Party or any of its Subsidiaries or affiliates;

                  (d) shall not be required to initiate or conduct any
         litigation or collection proceedings under any Loan Document; and

                  (e) shall not be responsible for any action taken or omitted
         to be taken by it under or in connection with any Loan Document, except
         for its own gross negligence or willful misconduct.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.

         11.2. Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely upon any certification, notice, instrument, writing, or
other communication (including, without limitation, any thereof by telephone or
telefacsimile) believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel for any Credit Party),
independent accountants, and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until the Administrative Agent
receives and accepts an Assignment and Acceptance executed in accordance with
Section 12.1 hereof. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding on all of the Lenders; provided, however, that the Administrative Agent
shall not be required to take any action that exposes the Administrative Agent
to personal liability or that is contrary to any Loan Document or applicable law
or unless it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking any such action.

         11.3. Defaults. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Event of Default unless
the Administrative Agent has received written notice from a Lender or the
Borrower specifying 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 of the occurrence of a Default or Event of Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 11.2 hereof) take such action
with respect to such Default or Event of Default as shall reasonably be directed
by the Required 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 interest of the Lenders.

         11.4. Rights as Lender. With respect to its Revolving Credit Commitment
and the Loans made by it and Letters of Credit issued by it, Bank of America
(and any successor acting as Administrative Agent) in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Administrative
Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. Bank of
America (and any successor acting as Administrative Agent) and its affiliates
may (without having to account therefor to any Lender) accept deposits from,
lend money to, make investments in, provide services to, and generally engage in
any kind of lending, trust, or other business with any Credit Party or any of

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<PAGE>

its Subsidiaries or affiliates as if it were not acting as Administrative Agent,
and Bank of America (and any successor acting as Administrative Agent) and its
affiliates may accept fees and other consideration from any Credit Party or any
of its Subsidiaries or affiliates for services in connection with this Agreement
or otherwise without having to account for the same to the Lenders.

         11.5. Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.9 hereof,
but without limiting the obligations of the Borrower under such Section) ratably
in accordance with their respective Revolving Credit Commitments, for any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including attorneys' fees), or disbursements of any kind
and nature whatsoever that may be imposed on, incurred by or asserted against
the Administrative Agent (including by any Lender) in any way relating to or
arising out of any Loan Document or the transactions contemplated thereby or any
action taken or omitted by the Administrative Agent under any Loan Document;
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the Person to be
indemnified. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any costs or expenses payable by the Borrower under Section 12.5, to the extent
that the Administrative Agent is not promptly reimbursed for such costs and
expenses by the Borrower. The agreements contained in this Section 11.5 shall
survive payment in full of the Loans and all other amounts payable under this
Agreement.

         11.6. Non-Reliance on Administrative Agent and Other Lenders. Each
Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Credit Parties and their Subsidiaries and decision to enter into this Agreement
and that it will, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information 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 affairs, financial
condition, or business of any Credit Party or any of its Subsidiaries or
affiliates that may come into the possession of the Administrative Agent or any
of its affiliates.

         11.7. Resignation of Administrative Agent. The Administrative Agent may
resign at any time by giving notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders and, so long as no Default or
Event of Default exists hereunder, with the approval of the Borrower, which
approval shall not be unreasonably withheld, shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Administrative Agent's
giving of notice of resignation, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent which shall be a
commercial bank organized under the laws of the United States of America having
combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor, such successor
shall thereupon succeed to and become vested with all the rights, powers,
discretion, privileges, and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XI shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

         11.8. Sole Lender. Notwithstanding anything to the contrary contained
herein, until there shall be two or more Lenders, all references to the
Administrative Agent herein and in the other Loan Documents shall be deemed to
refer to Bank of America as Lender.

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<PAGE>

                                   ARTICLE XII

                                  Miscellaneous

12.1. Assignments and Participations. (a) Each Lender may assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Loans, its
Notes, and its Revolving Credit Commitment); provided, however, that

                          (i) each such assignment shall be to an Eligible
                  Assignee;

                          (ii) except in the case of an assignment to another
                  Lender or an assignment of all of a Lender's rights and
                  obligations under this Agreement and except for the
                  assignments by Bank of America in connection with the initial
                  syndication of the Revolving Credit Facilities, any such
                  partial assignment shall be in an amount at least equal to
                  $5,000,000 or an integral multiple of $1,000,000 in excess
                  thereof;

                          (iii) each such assignment by a Lender shall be of a
                  constant, and not varying, percentage of all of its rights and
                  obligations under this Agreement and its Notes (except as a
                  result of the operation of Section 2.6 whereby a Lender may
                  assign its 364 Day Commitment but not its Three Year
                  Commitment) (except that any assignment by Bank of America
                  shall not include its rights, benefits or duties as the
                  Issuing Bank or as the provider of Swing Line Loans); and

                          (iv) the parties to such assignment shall execute and
                  deliver to the Administrative Agent for its acceptance an
                  Assignment and Acceptance in the form of Exhibit B hereto,
                  together with any Notes subject to such assignment and a
                  processing fee of $3,500.

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance, the assignee thereunder shall be a party hereto and, to the
         extent of such assignment, have the obligations, rights, and benefits
         of a Lender hereunder and the assigning Lender shall, to the extent of
         such assignment, relinquish its rights and be released from its
         obligations under this Agreement. Upon the consummation of any
         assignment pursuant to this Section, the assignor, the Administrative
         Agent and the Borrower shall make appropriate arrangements so that, if
         required, new Notes are issued to the assignor and the assignee. If the
         assignee is not incorporated under the laws of the United States of
         America or a state thereof, it shall deliver to the Borrower and the
         Administrative Agent certification as to exemption from deduction or
         withholding of Taxes in accordance with Section 5.6.

                  (b) The Administrative Agent shall maintain at its address
         referred to in Section 12.2 a copy of each Assignment and Acceptance
         delivered to and accepted by it and a register for the recordation of
         the names and addresses of the Lenders and the Revolving Credit
         Commitment of, and principal amount of the Revolving Loans owing to,
         each Lender from time to time (the "Register"). The entries in the
         Register shall be conclusive and binding for all purposes, absent
         manifest error, and the Borrower, the Administrative Agent and the
         Lenders may treat each Person whose name is recorded in the Register as
         a Lender hereunder for all purposes of this Agreement. The Register
         shall be available for inspection by the Borrower or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

                  (c) Upon its receipt of an Assignment and Acceptance executed
         by the parties thereto, together with any Note subject to such
         assignment and payment of the processing fee, the Administrative Agent
         shall, if such Assignment and Acceptance has been completed and is in

                                       63
<PAGE>

         substantially the form of Exhibit B hereto, (i) accept such Assignment
         and Acceptance, (ii) record the information contained therein in the
         Register and (iii) give prompt notice thereof to the parties thereto.

                  (d) Each Lender may sell participations to one or more Persons
         in all or a portion of its rights, obligations or rights and
         obligations under this Agreement (including all or a portion of its
         Revolving Credit Commitment or its Loans); provided, however, that (i)
         such Lender's obligations under this Agreement shall remain unchanged,
         (ii) such Lender shall remain solely responsible to the other parties
         hereto for the performance of such obligations, (iii) the participant
         shall be entitled to the benefit of the yield protection provisions
         contained in Article V and the right of set-off contained in Section
         12.3, and (iv) the Borrower shall continue to deal solely and directly
         with such Lender in connection with such Lender's rights and
         obligations under this Agreement, and such Lender shall retain the sole
         right to enforce the obligations of the Borrower relating to its Loans
         and its Notes and to approve any amendment, modification, or waiver of
         any provision of this Agreement (other than amendments, modifications,
         or waivers decreasing the amount of principal of or the rate at which
         interest is payable on such Loans or Notes, extending any scheduled
         principal payment date or date fixed for the payment of interest on
         such Loans or Notes, or extending its Revolving Credit Commitment).

                  (e) Notwithstanding any other provision set forth in this
         Agreement, any Lender may at any time assign and pledge all or any
         portion of its Loans and its Note to any Federal Reserve Bank as
         collateral security pursuant to Regulation A and any Operating Circular
         issued by such Federal Reserve Bank. No such assignment shall release
         the assigning Lender from its obligations hereunder.

                  (f) Any Lender may furnish any information concerning the
         Borrower or any of its Subsidiaries in the possession of such Lender
         from time to time to assignees and participants (including prospective
         assignees and participants).

                  (g) Whenever in this Agreement any of the parties hereto is
         referred to, such reference shall be deemed to include the successors
         and permitted assigns of such party and all covenants, provisions and
         agreements by or on behalf of the Borrower which are contained in the
         Loan Documents shall inure to the benefit of the successors and
         permitted assigns of the Administrative Agent, the Lenders, or any of
         them. The Borrower may not assign or otherwise transfer to any other
         Person any right, power, benefit, or privilege (or any interest
         therein) conferred hereunder or under any of the other Loan Documents,
         or delegate (by assumption or otherwise) to any other Person any duty,
         obligation, or liability arising hereunder or under any of the other
         Loan Documents, and any such purported assignment, delegation or other
         transfer shall be void.

         12.2. Notices. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective (i) on the day on which delivered
(including hand delivery by commercial courier service) to such party (against
receipt therefor), (ii) on the date of transmission to such party, in the case
of notice by telefacsimile (where the proper transmission of such notice is
either acknowledged by the recipient or electronically confirmed by the
transmitting device), or (iii) on the fifth Business Day after the day on which
mailed to such party, if sent prepaid by certified or registered mail, return
receipt requested, in each case delivered, transmitted or mailed, as the case
may be, to the address or telefacsimile number, as appropriate, set forth below
or such other address or number as such party shall specify by notice hereunder:

                  (a)      if to the Borrower:

                           Rexall Sundown, Inc.
                           6111 Broken Sound Parkway, N.W.

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<PAGE>

                           Boca Raton, Florida  33487
                           Attn: Vice President and Chief Financial Officer
                           Telephone: (561) 999-1500
                           Telefacsimile: (561) 999-4175

                           with a copy to:

                           Rexall Sundown, Inc.
                           6111 Broken Sound Parkway, N.W.
                           Boca Raton, Florida  33487
                           Attn: Vice President and General Counsel
                           Telephone:       (561) 999-1008
                           Telefacsimile: (561) 999-4729

                  (b)      if to the Administrative Agent:

                           Bank of America, N.A.
                           101 North Tryon Street, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attention: Agency Services
                           Telephone:       (704) 386-2881
                           Telefacsimile:   (704) 386-9923

                           with a copy to:

                           Bank of America, N.A.
                           FL7-950-14-02
                           100 Southeast 2nd Street, 14th Floor
                           Miami, Florida 33131
                           Attention:  Richard M. Starke
                           Telephone:       (305) 533-2418
                           Telefacsimile:   (305) 533-2437

                  (c)      if to the Lenders:

                           At the addresses set forth on the signature pages
                           hereof and on the signature page of each Assignment
                           and Acceptance;

                  (d)      if to any other Credit Party, at the address set
                           forth on the signature page of the Facility Guaranty
                           executed by such Credit Party, as the case may be.

         12.3. Right of Set-off; Adjustments. (a) Upon the occurrence and during
the continuance of any Event of Default, each Lender (and each of its
affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender (or any of its affiliates)
to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement and
the Note held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Lender agrees promptly to notify the Borrower after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 12.3 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

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<PAGE>

         (b) If any Lender (a "benefited Lender") shall at any time receive any
payment of all or part of the Loans owing to it, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this Section 12.3 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Person were the direct creditor of the Borrower in the amount of such
participation.

         12.4. Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the issuance of the Letters of Credit and the execution and delivery to the
Lenders of this Agreement and the Notes and shall continue in full force and
effect so long as any of Obligations remain outstanding or any Lender has any
Revolving Credit Commitment hereunder or the Borrower has continuing obligations
hereunder unless otherwise provided herein.

         12.5. Expenses. The Borrower agrees to pay on demand all reasonable
costs and expenses of the Administrative Agent in connection with the
syndication, preparation, execution, delivery, administration, modification, and
amendment of this Agreement, the other Loan Documents, and the other documents
to be delivered hereunder, including, without limitation, the reasonable fees
and expenses of counsel for the Administrative Agent with respect thereto and
with respect to advising the Administrative Agent as to its rights and
responsibilities under the Loan Documents. The Borrower further agrees to pay on
demand all costs and expenses of the Administrative Agent and the Lenders, if
any (including, without limitation, reasonable attorneys' fees and expenses), in
connection with the enforcement (whether through negotiations, legal
proceedings, or otherwise) of the Loan Documents and the other documents to be
delivered hereunder.

         12.6. Amendments and Waivers. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower or other applicable Credit
Party party to such Loan Document and either the Required Lenders or (as to Loan
Documents other than the Credit Agreement) the Administrative Agent on behalf of
the Required Lenders (and, if Article XI or the rights or duties of the
Administrative Agent are affected thereby, by the Administrative Agent);
provided that no such amendment or waiver shall, unless signed by all the
Lenders, (i) increase the Revolving Credit Commitments of the Lenders or the
Total Revolving Credit Commitment except as provided in Section 2.5, (ii) reduce
the principal of or rate of interest on any Revolving Loan or any fees or other
amounts payable hereunder, (iii) postpone any date fixed for the payment of any
scheduled installment of principal of or interest on any Loan or any fees or
other amounts payable hereunder or for termination of any Revolving Credit
Commitment except as provided in Section 2.6, or (iv) change the percentage of
the Revolving Credit Commitment or of the unpaid principal amount of the Notes,
or the number of Lenders, which shall be required for the Lenders or any of them
to take any action under this Section 12.6 or any other provision of this
Agreement or (v) release any Guarantor except as expressly contemplated in the
Loan Documents; and provided, further, that no such amendment or waiver that
affects the rights, privileges or obligations of Bank of America as provider of
Swing Line Loans, shall be effective unless signed in writing by Bank of America
or that affects the rights, privileges or obligations of the Issuing Bank as
issuer of Letters of Credit, shall be effective unless signed in writing by the
Issuing Bank.

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         No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or the Administrative Agent's part in exercising any
right, remedy or option shall operate as a waiver of such or any other right,
remedy or option or of any Default or Event of Default.

         12.7. Counterparts; Facsimile Signatures. This Agreement may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
fully-executed counterpart. Signatures on communications and other documents may
be transmitted by facsimile only with the consent of the Administrative Agent in
its sole and absolute discretion in each instance. The effectiveness of any such
signatures accepted by the Administrative Agent shall, subject to applicable
law, have the same force and effect as manual signatures and shall be binding on
all parties. The Administrative Agent may also require that any such signature
be confirmed by a manually-signed hardcopy thereof. Each party hereto hereby
adopts as an original executed signature page each signature page hereafter
furnished by such party to the Administrative Agent (or an agent of the
Administrative Agent) bearing (with the consent of the Administrative Agent) a
facsimile signature by or on behalf of such party. Nothing contained in this
Section shall limit the provisions of Section 11.2.

         12.8. Termination. The termination of this Agreement shall not affect
any rights of the Borrower, the Lenders or the Administrative Agent or any
obligation of the Borrower, the Lenders or the Administrative Agent, arising
prior to the effective date of such termination, and the provisions hereof shall
continue to be fully operative until all transactions entered into or rights
created or obligations incurred prior to such termination have been fully
disposed of, concluded or liquidated and the Obligations arising prior to or
after such termination have been irrevocably paid in full. The rights granted to
the Administrative Agent for the benefit of the Lenders under the Loan Documents
shall continue in full force and effect, notwithstanding the termination of this
Agreement, until all of the Obligations have been paid in full after the
termination hereof (other than Obligations in the nature of continuing
indemnities or expense reimbursement obligations not yet due and payable, which
shall continue) or the Borrower has furnished the Lenders and the Administrative
Agent with an indemnification satisfactory to the Administrative Agent and each
Lender with respect thereto. Notwithstanding the foregoing, if after receipt of
any payment of all or any part of the Obligations, any Lender is for any reason
compelled to surrender such payment to any Person because such payment is
determined to be void or voidable as a preference, impermissible setoff, a
diversion of trust funds or for any other reason, this Agreement shall continue
in full force and the Borrower shall be liable to, and shall indemnify and hold
the Administrative Agent or such Lender harmless for, the amount of such payment
surrendered until the Administrative Agent or such Lender shall have been
finally and irrevocably paid in full. The provisions of the foregoing sentence
shall be and remain effective notwithstanding any contrary action which may have
been taken by the Administrative Agent or the Lenders in reliance upon such
payment, and any such contrary action so taken shall be without prejudice to the
Administrative Agent or the Lenders' rights under this Agreement and shall be
deemed to have been conditioned upon such payment having become final and
irrevocable.

         12.9. Indemnification; Limitation of Liability. (a) The Borrower agrees
to indemnify and hold harmless the Administrative Agent and each Lender and each
of their affiliates and their respective officers, directors, employees, agents,
and advisors (each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys' fees) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation relating to litigation, litigation, or proceeding or
preparation of defense in connection therewith) the Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Loans, except to the extent such claim, damage, loss, liability, cost, or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 12.9 applies, such indemnity

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shall be effective whether or not such investigation, litigation or proceeding
is brought by the Borrower, its directors, shareholders or creditors or an
Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. The Borrower agrees that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to it,
any of its Subsidiaries, any Guarantor, or any security holders or creditors
thereof arising out of, related to or in connection with the transactions
contemplated herein, except to the extent that such liability is found in a
final non-appealable judgment by a court of competent jurisdiction to have
directly resulted from such Indemnified Party's gross negligence or willful
misconduct. The Borrower agrees not to assert any claim against the
Administrative Agent, any Lender, any of their affiliates, or any of their
respective directors, officers, employees, attorneys, agents, and advisers, on
any theory of liability, for special, indirect, consequential, or punitive
damages arising out of or otherwise relating to the Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Loans.

         (b) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 12.9 shall survive the payment in full of the Loans and all other
amounts payable under this Agreement.

         12.10. Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

         12.11. Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations,
representations, commitments and other communications between or among the
parties, both oral and written, with respect thereto (except that those
provisions (if any) which by the express terms of the commitment letter dated as
of December 10, 1999, executed by Bank of America and BAS and accepted by the
Borrower, survive the closing of the Revolving Credit Facilities and Letter of
Credit Facility, shall survive and continue in effect).

         12.12. Agreement Controls. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

         12.13. Usury Savings Clause. Notwithstanding any other provision
herein, the aggregate interest rate charged under any of the Notes, including
all charges or fees in connection therewith deemed in the nature of interest
under applicable law shall not exceed the Highest Lawful Rate (as such term is
defined below). If the rate of interest (determined without regard to the
preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate (as defined below), the outstanding amount of the Loans made hereunder
shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect. In addition, if when the Loans made hereunder are repaid
in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to the Administrative Agent an amount equal to the difference
between the amount of interest paid and the amount of interest which would have
been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of the Lenders and the
Borrower to conform strictly to any applicable usury laws. Accordingly, if any
Lender contracts for, charges, or receives any consideration which constitutes
interest in excess of the Highest Lawful Rate, then any such excess shall be
cancelled automatically and, if previously paid, shall at such Lender's option
be applied to the outstanding amount of the Loans made hereunder or be refunded
to the Borrower. As used in this paragraph, the term "Highest Lawful Rate" means
the maximum lawful interest rate, if any, that at any time or from time to time

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may be contracted for, charged, or received under the laws applicable to such
Lender which are presently in effect or, to the extent allowed by law, under
such applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         12.14. Payments. All principal, interest, and other amounts to be paid
by the Borrower under this Agreement and the other Loan Documents shall be paid
to the Administrative Agent at the Principal Office in Dollars and in
immediately available funds, without setoff, recoupment, deduction or
counterclaim. Subject to the definition of "Interest Period" herein, whenever
any payment under this Agreement or any other Loan Document shall be stated to
be due on a day that is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time in such case shall be
included in the computation of interest and fees, as applicable, and as the case
may be.

         12.15. Confidentiality. The Administrative Agent and each Lender (each,
a "Lending Party") agrees to keep confidential any information furnished or made
available to it by the Borrower pursuant to this Agreement; provided that
nothing herein shall prevent any Lending Party from disclosing such information
(a) to any other Lending Party or any affiliate of any Lending Party, or any
officer, director, employee, agent, or advisor of any Lending Party or affiliate
of any Lending Party, (b) to any other Person if reasonably incidental to the
administration of the Revolving Credit Facilities provided herein, (c) as
required by any law, rule, or regulation, (d) upon the order of any court or
administrative agency, (e) upon the request or demand of any regulatory agency
or authority, (f) that is or becomes available to the public or that is or
becomes available to any Lending Party other than as a result of a disclosure by
any Lending Party prohibited by this Agreement or through disclosure by any
other Person whom the Administrative Agent or such Lender has reason to believe
disclosed such information in violation or contrary to the confidentiality
requirements or policies of the Borrower or a Subsidiary, (g) in connection with
any litigation to which such Lending Party or any of its affiliates may be a
party, (h) to the extent necessary in connection with the exercise of any remedy
under this Agreement or any other Loan Document, and (i) subject to provisions
substantially similar to those contained in this Section 12.15, to any actual or
proposed participant or assignee.

         12.16. Governing Law; Waiver of Jury Trial.

                  (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
         GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
         FLORIDA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN
         SUCH STATE.

                  (b) THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
         CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
         TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
         INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF PALM
         BEACH, STATE OF FLORIDA, UNITED STATES OF AMERICA AND, BY THE EXECUTION
         AND DELIVERY OF THIS AGREEMENT, THE BORROWER EXPRESSLY WAIVES ANY
         OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN,
         OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY
         SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE BORROWER
         HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
         JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

                  (c) THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
         PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
         PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR

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<PAGE>

         CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER
         PROVIDED IN SECTION 12.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED
         FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF FLORIDA.

                  (d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL
         PRECLUDE THE ADMINISTRATIVE AGENT OR ANY LENDER FROM BRINGING ANY SUIT,
         ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN
         THE COURTS OF ANY JURISDICTION WHERE THE BORROWER OR ANY OF THE
         BORROWER'S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT
         PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE BORROWER
         HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND
         EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING,
         OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY
         ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE
         UNDER APPLICABLE LAW.

                  (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
         RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY
         AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN
         THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE BORROWER, THE
         ADMINISTRATIVE AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT
         PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING
         SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY
         IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
         SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR
         PROCEEDING.

                  (f) THE BORROWER HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY
         HAVE THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO
         THE TERMS HEREOF IS AN INCONVENIENT FORUM.

                         [Signatures on following pages]




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<PAGE>

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


                              REXALL SUNDOWN, INC.
WITNESS:

  /s/ Rebecca Chaffin         By: /s/ Richard P. Goudis
  -----------------------     ------------------------------
                                  Name:  Richard P. Goudis
  /s/ R. Malloy McKeithen         Title: Vice President of Finance
  -----------------------

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent for the Lenders

                              By: /s/ Richard M. Starke
                              -------------------------
                                  Name:  Richard M. Starke
                                  Title: Managing Director

                              BANK OF AMERICA, N.A.

                              By: /s/ Richard M. Starke
                              -------------------------
                                  Name:    Richard M. Starke
                                  Title:   Managing Director

                              Lending Office for Base Rate Loans:
                                       Bank of America, N.A.
                                       101 North Tryon Street, 15th Floor
                                       NC1-001-15-04
                                       Charlotte, North Carolina  28255
                                       Attention: Agency Services
                                       Telephone:    (704) 386-2881
                                       Telefacsimile:(704) 386-9923

                              Wire Transfer Instructions:
                                       Bank of America, N.A.
                                       ABA#  053000196
                                       Account No.: 3890123977
                                       Reference:  Rexall Sundown, Inc.
                                       Attention: Agency Services

                              Lending Office for Eurodollar Rate Loans:
                                       Bank of America, N.A.
                                       101 North Tryon Street, 15th Floor
                                       NC1-001-15-04
                                       Charlotte, North Carolina  28255
                                       Attention: Agency Services
                                       Telephone:     (704) 386-2881
                                       Telefacsimile: (704) 386-9923

                              Wire Transfer Instructions:
                                       Bank of America, N.A.
                                       ABA#  053000196
                                       Account No.: 3890123977
                                       Reference:  Rexall Sundown, Inc.
                                       Attention: Agency Services

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